**Exhibit10.10****LICENSE AGREEMENT**     This License Agreement **(“****Agreement****”)**is entered into as of September 1, 2006, by andbetween National Quality Care, Inc., a Delaware corporation **(“****Licensor****”),**and Xcorporeal,Inc. **(“****Licensee****”)**(each, a**“****Party****;”**collectively, the**“****Parties****”).**TheParties hereby agree as follows:**1.****Defined Terms****.**     For purposes of this Agreement, the following definitions will apply:     “Affiliate” means, when applied to a Party, any entity that is controlled by, controls, or isunder common control with, such Party.     “Confidential Information” means and includes any non-public information relating toor concerning a Party hereto (the **“****Disclosing Party****”),**or any of its Affiliates, that isprovided or made available to the other Party (the **“****Receiving Party****”),**either before orafter the Effective Date of this Agreement, directly or indirectly, in any form whatsoever,including in writing, orally, and in electronic or other machine readable form, including, but notbe limited to, designs, know-how, inventions, technical data, ideas, uses, processes, methods,formulae, research and development records and materials, work in process, scientific, engineeringand/or manufacturing records or materials, marketing plans, business plans, financial or personnelrecords or materials, present or future products, sales, suppliers, customers, employees, investorsor business, information about this Agreement, and any other non-public business records andinformation, the use or disclosure of which might reasonably be construed to be contrary to theinterests of the Disclosing Party or any of its Affiliates, including non-public information ofthird parties that is possessed by the Disclosing Party is subject to confidentiality obligationsand that the Disclosing Party is lawfully allowed to disclose to the Receiving Party.     “Derivative Works” means (a) for Licensor material subject to copyright or mask workright protection, any work that as a whole represents an original work of authorship, and is basedupon one or more pre-existing works, such as a revision, modification, translation, abridgment,condensation, expansion, collection, compilation or any other form in which such pre-existing worksmay be recast, transformed or adapted; (b) for Licensor patentable materials, any adaptation,subset, addition, improvement or combination of such materials; (c) for Licensor material subjectto trade secret protection, any new material, information or data relating to and derived from suchmaterial, including new material that may be protectable by copyright, patent or other proprietaryrights; and (d) with respect to each of the above, any material the preparation, use and/ordistribution of which, in the absence of this Agreement or other authorization from Licensor, wouldconstitute infringement or misappropriation under applicable law.     “Gross Sales” means the total amount actually received by Licensee as revenue from theexploitation of the Technology (as defined below) by Licensee, its Affiliates and sub licensees,collectively, less separately stated freight payable to third parties, commercially reasonablespecial packaging, and duties, sales, use, excise, value added and other taxes, discounts, returns,and allowances.
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     “Intellectual Property Rights” means all of the following worldwide legal rightsowned, held or controlled by Licensor: (a) patents, patent applications, and patent rights; (b)trademarks, trademark registrations and applications therefor, trade names, rights in trade dressand packaging; (c) rights associated with works of authorship (including audiovisual works),including copyrights, copyright applications, and copyright registrations; (d) rights relating tothe protection of trade secrets, confidential information, technical information, know-how, ideas,concepts, processes, procedures, techniques, discoveries, and inventions; (e) Moral Rights (asdefined below); (f) design rights; (g) rights in name, likeness and other rights of commercialpublicity; (h) any rights analogous to those set forth in the preceding clauses and any otherproprietary rights relating to intangible property; and (i) divisions, continuations, renewals,reissues, and extensions of the foregoing (as applicable) now existing or hereafter filed, issued,or acquired.     “Know-How” means all (i) information and data possessed by Licensor, exclusive of anyof the independent claims contained in the Licensor Patents (but including all other informationand data contained in, or related to, any patent application filed by or on behalf of Licensor),relating to the exploitation and/or use of the Licensed Products (as defined below), includingwithout limitation: (a) sources of materials; (b) methods, processes and procedures (and relatedtest results and design data) for the extraction, isolation, creation, purification, and/orchemical modification of materials used in the production of the Licensed Products; (c) methods,processes and procedures used in the design, development, creation, modification, manufacture,production, processing, storage, packaging, testing and/or evaluation of the Licensed Products,including without limitation all biological and toxicological tests (and results thereof) togetherwith all correspondence, notes, memoranda, and other information and/or data provided to, orreceived from, all health regulatory authorities; and (ii) trade secrets, data, formulae,compositions, processes, designs, sketches, photographs, graphs, drawings, samples, programproposals, presentations, inventions and ideas, past, current, and planned research anddevelopment, current and planned manufacturing or distribution methods and processes, marketstudies, business plans, computer software and programs, systems, structures and architectures (andrelated processes, formulae, composition, improvements, devices, inventions, discoveries, concepts,ideas, designs, methods and information), and any other information, however documented, that isnot generally known to the public or that constitutes a trade secret under any applicable tradesecret law.     “Licensed Products” means all products based on or derived from the Technology (asdefined below), and any products sold in connection with the use of such products, including, butnot limited to the Wearable Kidney and all related devices, whether now-existing or hereafterdeveloped, that where sold, would infringe or misappropriate one or more of Licensor’s IntellectualProperty Rights or Know-How, including, without limitation, the Licensor Patents or Licensor PatentApplications.     “Licensor Patents” means the patents (and all re-issues and extensions) listedon the **Schedule** attached hereto and the patents, when issued, based upon the LicensorPatent Applications and in all divisions, continuations and continuations in part relatingthereto.
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     “Licensor Patent Applications” means the patent applications listed on the**Schedule**attached hereto and any substitutions and continuations together with any patentapplications based on, or related to, the Technology that may be filed by Licensor from the datehereof.     “Moral Rights” means any rights of paternity or integrity, any right to claimauthorship, to object to or prevent any distortion, mutilation or modification of, or otherderogatory action in relation to the subject work, whether or not such would be prejudicial to theauthor’s honor or reputation, to withdraw from circulation or control the publication ordistribution of the subject work, and any similar right, existing under judicial or statutory lawof any country in the world, or under any treaty, regardless of whether or not such right isdenominated or generally referred to as a “moral right.”     “Net Sales” means Gross Sales less the following: (a) all direct costs and expensesof Licensee attributable to the research, development, production, marketing, sale andexploitation of the Licensed Products, including, without limitation, costs of materials anddirect labor costs; and (b) all indirect costs of Licensee properly allocated under generallyaccepted accounting principles to the research, development, production, marketing, sale and/orexploitation of the Licensed Products, including, without limitation, overhead and selling,general and administrative expenses.     “Technology” means and includes all existing and hereafter developed IntellectualProperty, Know-How, Licensor Patents, Licensor Patent Applications, Derivative Works, and anyother technology invented, improved or developed by Licensor, or as to which Licensor owns orholds any rights, arising out of or relating to the research, development, design, manufacture oruse of: (a) any medical device, treatment or method as of the date of this Agreement, (b) anyportable or continuous dialysis methods or devices, specifically including any wearable artificialkidney, or Wearable Kidney, and related devices, (c) any device, methods or treatments forcongestive heart failure, and (d) any artificial heart or coronary device.     “Territory” means anywhere in the universe.**2. Grant Of Exclusive License.**Subject to Licensee’s continuing full compliance and complete andtimely performance of all of the material obligations, terms and conditions imposed on it by thisAgreement, Licensor hereby grants to Licensee, with right to grant sublicenses, the sole andexclusive license, during the Term and throughout the Territory, to use. improve, expand andotherwise exploit the Technology, to make (and have made), use, and sell the Licensed Products,and otherwise to practice the inventions and the art that is embodied or described in the LicensorPatents, the Licensor Patent Applications, and any improvements thereto made in whole or in partby Licensor (whether or not patented) in connection with theTechnology (the **“****License****”),** *provided, however,*that the terms of any sublicense shall expressly conform and be made subject tothe terms and conditions of this Agreement.**3. License Fees, Reports And Records.**     A. License Fees.          (1) During the Term of this Agreement, Licensee shall pay to Licensor a license fee ofseven percent (7.0 %) of Net Sales (the **“Royalty”)**; *provided, however,*that
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Licensee shall pay to Licensor a minimum aggregate annual Royalty of two hundred fifty thousanddollars ($250,000.00) (the “**Minimum Royalty**”). Within ninety (90) days of each anniversaryof the date of this Agreement, Licensee shall pay Licensor the remaining difference, if any,between the Minimum Royalty and the aggregate of all Royalty payments for the preceding year. Allpayments due hereunder will be paid by wire transfer or check payable in United States currency.Whenever conversion of payments from any foreign currency is required, such conversion will be madeat the rate of exchange reported in The Wall Street Journal on the last business day of theapplicable reporting period. Unless earlier terminated as provided hereinafter, the obligation ofLicensee to pay Royalties to Licensor shall expire upon the date that none of the Licensed Productsinfringe any of the Licensor Patents.          (2) Notwithstanding the foregoing Section 3(A)(1), in the event that the MergerAgreement of even date herewith among the Parties and NQCI Acquisition Corporation, a Delawarecorporation (the “**Merger Agreement**”) is terminated pursuant to Section 6(A) thereof, theRoyalty pursuant to this Agreement will thereafter be as follows:               (a) If notice of termination is given pursuant to Section 6(A)(3), six andone-halfpercent (6.5%) of Gross Sales;               (b) If notice of termination is given pursuant to Section 6(A)(1), (5) or(6), sevenand one-half percent (7.5%) of Gross Sales; and               (c) If notice of termination is given pursuant to Section 6(A)(2) or (4),eight andone-half percent (8.5%) of Gross Sales;*provided, however,*that if it is later determined by an arbitrator or court of competentjurisdiction that a notice of termination was improper, or that the Merger Agreement wasterminated on a different basis or pursuant to a different provision, the Royalty rate will beretroactively adjusted to the correct rate pursuant to one of the foregoing subsections, and anydifference between the Royalty paid and the Royalty rate determined to be correct will be paid bythe appropriate Party to the other within ninety (90) days of any such final determination.     B. Reports. Within thirty (30) days following the end of each fiscal quarter,Licensee shall deliver to Licensor a report setting forth the calculation of the Royalty for theapplicable fiscal period, including the number of Licensed Products sold by Licensee and allsublicensees (if any), the Gross Sales and Net Sales, as applicable, a reasonable breakdown ofexpenses in arriving at the foregoing, any other transactions involving Licensed Products, and theGross Sales or Net Sales, as applicable, resulting from all such transactions during such fiscalquarter, and accompanied by payment of the Royalty due thereon.     C. Records. Licensee and its sublicensees (if any) shall maintain records of thetransactions involving Licensed Products, Gross Sales, Net Sales, permitted expense deductions,and all Royalties paid thereon for a period of four (4) years following the end of the quarterfollowing sale.          (a) Audits. Licensor may appoint an independent certified public accountant,who shall have the right to examine the records required under this Section 3.C duringnormal business hours on reasonable notice. Licensee shall, as a condition to the grant of any
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sublicense, obtain the agreement of the sublicensee to make such records available for inspectionby Licensor’ independent auditor.          (b) Audit Expenses. Licensor shall initially bear all costs and expenses of anyaudit conducted by Licensor’s independent accountant. If there is an underpayment of Royalties inexcess of five percent (5%), Licensee shall remit the amount of such underpayment to Licensor,together with a reimbursement for the reasonable costs and expenses of Licensor in connection withthe audit. If there is an overpayment of Royalties in excess of five percent (5%), Licensor shallremit the amount of such overpayment to Licensee, together with reimbursement for the reasonablecosts and expenses of Licensee in connection with the audit. Any disputes concerning Royaltyamounts due will be resolved by expedited, final offer (baseball style) arbitration.**4. Term.**     A. Term. This Agreement and the License granted hereby shall, subject to all terms andconditions set forth herein, remain in full force and effect for ninety-nine (99) years from thedate hereof (the **“Term”);** provided, however, that the Term shall end as to each of theLicensor Patents and copyrights upon the expiration of the term thereof, and as to each other itemof Intellectual Property Rights when, if and as they cease to be protectible or fall into thepublic domain through no fault, action or inaction on the part of either of the Parties.     B. Termination. Either Party shall have the right to terminate this Agreement: (1) foruncured material breach of a material term of this Agreement by the other Party, by giving formalwritten notice specifying the breach, and such breach has continued without cure for a period of(a) thirty (30) days after such notice or (b) if the Party receiving such a notice (i) concludes ingood faith that there the conduct alleged to be occurring is not occurring or does not constitute amaterial breach of this Agreement, and (ii) timely initiates an arbitration proceeding inaccordance with Section 9.H, thirty (30) days after entry of the arbitration award; or (2)in the event that the other Party files for protection under the U.S. Bankruptcy Code, or makes anassignment for the benefit of creditors. Upon termination of this Agreement pursuant to thisSection 4.B, (a) Licensee, and all sublicensees (if any), shall cease to use the Technologyin any way, (b) Licensee, and all sublicensees (if any), shall return to Licensor all LicensorConfidential Information, and (c) the Parties shall remain liable for all of their respectiveobligations under this Agreement that accrued prior to the date of termination.**5. Intellectual Property Rights.**     A. Prosecution of Patent Applications. Licensor shall diligently prosecute allof the Licensor Patent Applications at its own expense including, without limitation, in thoseforeign countries described in the **Schedule** attached hereto. If, at any time, Licensorintends to allow any Licensor Patent Application or Licensor Patent to lapse or to become abandonedor forfeited, Licensor shall notify Licensee, in writing, of its intention at least sixty (60) daysbefore the date upon which said patent or application is due to lapse or become abandoned orforfeited. In the event that Licensee desires itself to continue to prosecute any such LicensorPatent Application, or to take the necessary action to maintain in force any such Licensor Patents,then Licensee shall, within thirty (30) days following Licensor’s written notice of intent toabandon, give
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written notice to Licensor of Licensee’s intent to prosecute and/or maintain such patentrights and Licensor shall thereupon promptly assign the entire right, title and interest, legal andequitable, in and to that patent or application to Licensee. Licensee shall be under no obligationto prosecute or maintain in force any Licensor Patents, Licensor Patent Applications or otherIntellectual Property Rights.     B. Option to Purchase Limited Patent and Intellectual Property Rights. In the eventthat Licensor files a petition in Bankruptcy under the U.S. Bankruptcy Code, or has filed againstit a petition of involuntary bankruptcy that is not dismissed with 60 days thereafter, Licensorwill be deemed to have sold to Licensee, the day prior to the filing of said petition, the LicensorPatents and Licensor Patent Applications and all other Intellectual Property Rights pertaining tothe Technology for a purchase price equal to the amount of the Royalties paid to that time and thefurther Royalties that would otherwise have become payable by Licensee to Licensor over theremainder of the then-current Term of this Agreement. The prospective portion of the purchase priceshall be paid in the same manner and at the same time as the future Royalties would otherwise havebeen paid hereunder.     C. Infringement.          (1) If Licensor discovers that a third party is manufacturing or selling products in theTerritory that infringe the Licensor Patents or any other legally enforceable IntellectualProperty Rights pertaining to the Technology, it shall notify Licensee of such infringementand give such Party all appropriate information in its possession relating to theinfringement. This section shall not impose any obligation on either Licensor or Licensee tomaintain any ongoing investigative program to detect any third party infringement.          (2) Licensee shall have the sole right and authority to take such steps as it deems reasonableand appropriate in its sole discretion to determine whether actionable infringement is occurringand, if it is, to stop the infringement in the Territory during the Term, including but not limitedto filing a legal action against the alleged infringer in its own name.          (3) Licensee shall have the sole right to direct and control the prosecution of such anaction, including selection of counsel and deciding to settle, dismiss or continue the prosecutionof the action on such terms and in the manner it deems reasonable and appropriate in its solediscretion, and shall, subject to Section 5.C(4), bear all costs and expenses of suchaction, and shall retain all damages and other remedies recovered in such action.          (4) Licensee shall have the right to offset all damages and losses awarded by any Court ofcompetent jurisdiction relating to any infringement of the Intellectual Property Rights or the saleor use of the Licensed Products, including Licensee’s legal fees, costs and expenses, against anyRoyalty otherwise payable to Licensor.     D. Development and Expenses.          (1) Development. Licensee shall make commercially reasonable efforts to developand commercially exploit the Technology to generate revenues during the Term.
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          (2) Requested Expenses. Upon Licensee’s request, Licensor shall make commerciallyreasonable efforts to continue and advance the research and development program to prepare theTechnology for commercial exploitation, and Licensee shall pay all reasonable and necessaryresearch and development costs and expenses arising therefrom.          (3) Monthly Expenses. No later than the earlier of (i) thirty (30) days after the dateon which Licensee has obtained total debt or equity investment of at least three million fivehundred thousand dollars ($3,500,000.00) or (ii) ninety (90) days after the date hereof, Licenseeshall reimburse Licensor’s reasonable and necessary expenses incurred in the ordinary course ofbusiness consistent with past practices **(“LicensorExpenses”),**during the period from the datehereof to the Closing (as defined therein) or termination of the Merger Agreement. All suchLicensor Expenses shall: (a) be only for the specific persons, services and expenses listed inreasonable detail on the Budget contained in the Company Disclosure Schedule to the MergerAgreement, (b) be payable hereunder only to the extent not paid pursuant to the Merger Agreement,(c) be mutually agreed upon in advance of being reimbursed with regard to all Professional Fees setforth in the Budget, and (d) include, but not be limited to, expenses already paid or accruedrelating to human clinical trials carried out or to be carried out on behalf of Licensor in Italyand the United Kingdom as set forth in the Budget.6. Confidentiality.     A. Each Party agrees that during the performance of this Agreement, it may disclose to theother Confidential Information of such Disclosing Party. Each Receiving Party shall not, at anytime or in any manner, disclose, copy, modify, distribute or otherwise transfer the DisclosingParty’s Confidential Information, or any part thereof, to any other person, except as permitted bythis Agreement.     B. A Receiving Party may disclose Confidential Information (1) to professional advisors of theReceiving Party in accordance with customary business practices in connection with the Agreement,and (2) to the Disclosing Party’s employees who have a specific need to know in order to performthat Party’s obligations hereunder, ***provided, however,***that all such permitted disclosees shall berequired to maintain the confidentiality of the Confidential Information in accordance with thisAgreement, and each Receiving Party shall be responsible for all of its employees’ actions. EachParty shall use the other Party’s Confidential Information only to properly fulfill its obligationshereunder, and not for any other purpose. Upon request of a Party, and in any event promptlyfollowing termination of this Agreement under Section 4.C above, each Receiving Party shallimmediately return the originals and all copies of any Confidential Information to the DisclosingParty.     C. The obligations and restrictions set forth in this Section 6 shall not apply to anyConfidential Information that falls within any of the following exceptions:          (1) is or becomes part of the public domain without breach of this Agreement by a ReceivingParty;          (2) is lawfully in the possession of a Receiving Party prior to receiving it from theDisclosing Party hereunder;
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          (3) is independently developed by or for a Receiving Party completely apart from thedisclosures hereunder;          (4) is received from a third party who lawfully acquires such information withoutrestriction, and without breach of this Agreement by a Receiving Party; or          (5) is released to the public or to a third party without a duty ofconfidentiality, pursuant to a binding court order or government regulation, provided that theReceiving Party delivers a copy of such order or action to the Disclosing Party and cooperates withthe Disclosing Party if it elects to contest such disclosure.Nothing provided for in this Section 6 shall be construed to preclude or inhibit Licensee’srights to exploit any of its rights under the License.**7. Representations And Warranties.**     A. Representations and Warrants by Licensor. Licensor represents and warrants, as ofthe date first set forth above and upon the Effective Date and upon the date each Licensor Patentissues that:          (1) Licensor has the right to enter into this Agreement and there are no outstandingassignments, grants, licenses, encumbrances, obligations or agreements, whether written, oral orimplied, that are inconsistent with this Agreement;          (2) Licensor is the owner of the entire right, title and interest in and to invention and theart claimed in the Licensor Patent Applications and the claims contained in any Licensor PatentRights that issues and that it has the sole right to grant the licenses granted to Licensee herein;          (3) The Licensor Patents will not have been fraudulently procured, and Licensor has no reasonto believe that the claims contained in the Licensor Patent Applications will not be issued in amanner that will protect sales of the Licensed Products in the Territory from competitors utilizingthe invention or its equivalent;          (4) Licensor has no knowledge of any circumstances that would render the Licensor Patents,when issued, invalid; and          (5) Licensor has not granted any license to or under the Technology to any other person orentity for its use within the Territory.     B. Representations by Licensee. Licensee represents and warrants that it has the right enterinto and deliver this Agreement and undertake the duties provided for in this Agreement.**8. Indemnification.**     A. Indemnification by Licensor. Licensor agrees to hold harmless, defendand indemnify each of Licensee and its officers, directors, shareholders, employees, members,
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partners, managers, attorneys and agents, from and against any liability, claims, demands, actions,costs, expenses, including reasonable attorneys’ fees, or causes of action whatsoever(collectively, **“Claims”)**arising on account of:          (1) Any breach by Licensor of its representations and warranties contained herein;          (2) Licensee’s lawful and non-negligent use of any Intellectual Property Rights licensedby Licensor hereunder;          (3) Any Claims that Licensee’s use of the Intellectual Property Rights in conformity of thisAgreement infringes upon or misappropriates the intellectual property rights of any third party; or          (4) Licensor’s operations or conduct prior to the date of this Agreement with regard to theresearch, development, or production of the Technology and/or Licensed Products. Such Claims shallinclude, without limitation, any product liability claims or Claims on account of any injury ordeath of persons or damage to property based on alleged defects in the Technology existing as ofthe effective date of this Agreement or based on actions or omissions of Licensor, regardless ofwhether such Claims are made prior to or at any time after the date of this Agreement.     B. Indemnification by Licensee. Licensee agrees to hold harmless, defend andindemnify each of Licensor and its officers, directors, shareholders, employees, members, partners,managers, attorneys and agents, from and against any Claims arising on account of any breach byLicensee of it representations and warranties contained herein.**9. General.**     A. Reformation/Severability. If any provision of this Agreement is declared invalid byany tribunal, then such provision shall be deemed automatically adjusted to the minimum extentnecessary to conform to the requirements for validity as declared at such time and, as so adjusted,shall be deemed a provision of this Agreement as though originally included herein. In the eventthat the provision invalidated is of such a nature that it cannot be so adjusted, the provisionshall be deemed deleted from this Agreement as though such provision had never been includedherein. In either case, the remaining provisions of this Agreement shall remain in effect.     B. Binding Effect. All of the terms of this Agreement shall be binding upon, and inureto the benefit of, and be enforceable by, the Parties and their successors and permitted assigns,if any.     C. Schedules. All schedules attached hereto and referred to herein, are an integralpart of this Agreement and are incorporated herein by reference hereby.     D. Subject Headings. The subject headings of the sections of this Agreement areincluded solely for purposes of convenience and reference only, and shall not be deemed to
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explain, modify, limit, amplify or aid in the meaning, construction or interpretation of anyof the provisions of this Agreement.     E. Interpretations and Definitions. In this Agreement whenever the context sorequires, the gender includes the neuter, feminine and masculine and the number includes thesingular and the plural and the words “person” and “party” include individuals, corporations,partnerships, firms, trusts or associations.     F. Waiver. Any waiver by any Party of any breach of any term or condition ofthis Agreement shall not be deemed a waiver of any other breach of such term or of any other termor condition, nor shall the failure of any Party to enforce such provision constitute a waiver ofsuch provision or any other provision, nor shall such action be deemed a waiver or release of theother Party for any claims arising out of or connected with this Agreement.     G. Choice of Law. This Agreement and all matters or issues collateral heretoshall be construed in accordance with, and governed by, the laws of the State of Delaware.     H. Arbitration. Any dispute, controversy or claim arising out of or relating tothis Agreement, shall be resolved by final and binding arbitration before a retired judge at JAMSor its successor in Santa Monica, California. The expenses of arbitration, the reasonable fees andcosts of legal counsel, experts, and evidence shall be awarded to the prevailing Party. Any interimor final award of the arbitrator may be entered in any court of competent jurisdiction.     I. Successors and Assigns. Neither this Agreement nor any of the rights orobligations hereunder shall be assignable by any Party hereto without the written consent of theother Party first obtained and any attempted assignment without such written consent shall be voidand confer no rights upon any third party. Subject to the foregoing, this Agreement shall bebinding upon and shall inure to the benefit of the parties hereto and their respectiverepresentatives, successors and permitted assigns.     J. No Joint Venture. This Agreement does not constitute and shall not beconstrued to constitute an agency, a partnership or a joint venture between the Parties. NeitherParty shall have any power or right, nor shall it represent itself as having any power or right toobligate or bind the other Party in any manner whatsoever and nothing contained in this Agreementshall give or is intended to give any rights of any nature to third party. This is an agreementbetween separate entities and neither is the agent of the other for any purpose whatsoever.     K. Notice. All written notices or other written communications required underthis Agreement shall be deemed properly given when provided to the parties entitled thereto bypersonal delivery (including delivery by commercial services such as messengers and airfreightforwarders), by electronic means (such as by electronic mail, telex or facsimile transmission) orby mail sent registered or certified mail, postage prepaid at the following addresses (or to suchother address of a Party designated in writing by such Party to the others):If to Licensee:Xcorporeal, Inc.