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EXHIBIT 10.50
 EXCLUSIVE LICENSE AGREEMENT
 
  Agreement) Effective
Date) (LICENSOR), LICENSEE)
 W I T N E S S E T H:
   1.
    
    LICENSE1.1
    
    Grant of LicenseA. LICENSOR hereby grants to LICENSEE, upon and subject to all the terms and conditions of
this Agreement, a worldwide, exclusive, royalty-bearing license with right to sub-license
under the Licensed Technology and to know-how necessary to practice the patents and patent
applications listed in Appendices A, to make, use, distribute, and sell products based upon
the licensed technology. This grant to Licensed Technology and know-how is exclusive to
LICENSEE subject to the rights retained by UHC to:




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EXCLUSIVE LICENSE AGREEMENT
 
 B. LICENSEE acknowledges and agrees that (i) the Licensed Technology or any Tangible Property
associated therewith may have been developed under a government-funded grant, and if so, the
United States government may have certain rights relative thereto, (ii) all rights and
licenses granted to LICENSEE under Section 1.1(A) are made explicitly subject to the United
States governments rights, and (iii) any conflict between the rights and licenses granted to
LICENSEE under this Agreement and the rights of the United States government to the Licensed
Technology and any Tangible Property associated therewith may be resolved in favor of the
United States government. As of the Effective Date, LICENSOR represents and warrants that the
United States government has not sent notice to LICENSOR in either written or oral form
regarding rights it may have under Licensed Technology.1.2
    
    The Licensed TechnologyAs used in this Agreement, Licensed Technologyshall mean and include the Cancer and Cancer
Potential Marker, Target, Antibody and Therapeutic Technology (Appendix A):A. the United States patent applications identified in Appendix A,B. any divisional, continuation (but excluding continuations-in-part except to the extent of
claims entitled to the priority date of the parent case), or substitute patent application
that shall be based on the United States patents and patent applications identified in
Appendix A;C. any patents that shall issue on any of the patent applications identified in Sections 1.2A
or B, and any reissues and extensions thereof;D. any patents and patent applications corresponding to the patents and patent applications
described in Sections 1.2A, B or C that are issued, filed, or to be filed in any and all
foreign countries; and any patents or foreign equivalent thereto (including but not limited
to patents of importation, utility models, and inventors certificates) that shall
subsequently issue thereof; and any renewals, divisions, reissues, continuations, or
extensions of the foregoing patents identified in this Section 1.2D;1.3
    
    SublicensesA. LICENSOR grants to the LICENSEE the right to grant sublicenses to third parties consistent
with the Agreement, providedthat LICENSEE shall remain bound by Section 3 hereof regardless
of whether such payment conditions are met by LICENSEE or the activities of any of its
sublicensees, and further providedthat all sublicenses (both directly and indirectly from
LICENSEE) shall contain
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EXCLUSIVE LICENSE AGREEMENT
 
 all obligations herein applicable to LICENSEE, in addition to those obligations specified
herein as applicable to the sublicensee. Sublicensees of LICENSEE do not have the right to
grant sublicenses without the prior written consent of LICENSOR. LICENSEE must deliver to
LICENSOR a true and correct copy of each sublicense granted by LICENSEE or any of its direct
or indirect sublicenses, and any modification or termination thereof within thirty (30) days
after execution, modification or termination and shall deliver a copy of royalty reports
received by LICENSEE from such sublicenses in accordance with Section 3.5.B. LICENSEE grants to LICENSOR the limited right and license under all improvements or
derivative works of the Licensed Technology owned by LICENSEE or any of its sublicensees for
the same purposes set forth in Section 1.1A.1.4
    
    Ownership: Reservation of Rights
  2.
    
    TERM
  3.
    
    ROYALTIES AND LICENSING PAYMENTS3.1
    
    Definitions
  Product
 Net Sales from Royalties
 Royalty Term
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EXCLUSIVE LICENSE AGREEMENT
 
  Valid
Patent Claim
  Cost of Goods Sold
 Gross Sales
 Net Sales from Manufacturing
 Distribution Rights Fee
 3.2
    
    Products
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EXCLUSIVE LICENSE AGREEMENT
 
   3.3
    
    Minimum Royalty
  3.4
    
    Payments Related to Sublicensees or Distributors
  3.5
    
    Written Payment Statement
   3.6
    
    Form of Payments
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EXCLUSIVE LICENSE AGREEMENT
 
  
 3.7
    
    Royalty Payment Schedule
 Royalty Period).
 4.
    
    RECORD INSPECTION AND AUDIT4.1
    
    Inspection of Books and Records
  4.2
    
    Independent Audit
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EXCLUSIVE LICENSE AGREEMENT
 
 5.
    
    INTELLECTUAL PROPERTY5.1
    
    Patent ProsecutionA. LICENSOR shall have the sole right to control the filing, prosecution and maintenance of
patents for the Licensed Technology; provided however, that LICENSOR shall consult with
LICENSEE regarding the filing, prosecution and maintenance of any such patent applications to
the extent such applications relate to the Licensed Technology licensed to LICENSEE
hereunder, including, without limitation, by providing LICENSEE a reasonable opportunity to
review and comment on all aspects of patent prosecution and proposed submissions to any
patent office before submittal, and provided further that LICENSOR shall keep LICENSEE
reasonably informed as to the status of prosecution of any such patent applications by
promptly providing LICENSEE copies of all communications relating to same that are received
from any patent office or foreign associate, and provide LICENSEE a reasonable opportunity to
review and comment on all submissions to any patent office before submittal. If LICENSEE
obtains an exclusive license to the Licensed Technology pursuant to the terms and conditions
of this Agreement that is the subject of such patent application, then LICENSEE shall
reimburse LICENSOR, within thirty (30) days of receipt by the LICENSOR of the billing
invoices, or otherwise be responsible, for all expenses related to the filing of such patent
applications, including attorneys fees, for domestic and foreign patent applications filed
under this paragraph. The LICENSOR agrees to provide the LICENSEE with copies of any such
patent applications, as well as copies of any documents related to the prosecution of said
patent applications. Notwithstanding the above, LICENSOR may at its discretion and upon
written notification choose to allow LICENSEE to direct all patent prosecution.B. If LICENSOR decides not to file a patent application as directed by LICENSEE in writing on
any aspect of the Licensed Technology, LICENSOR will promptly notify LICENSEE of the decision
and permit LICENSEE to file patent applications on such subject matter, which shall then be
considered a Licensed Technology, as the case may be.C. If the LICENSEE subsequently informs the LICENSOR, upon a 90 day advanced written notice,
that LICENSEE no longer wishes to pay patent prosecution and maintenance fees and expenses on
any aspect of the Licensed Technology, then the LICENSOR will be free to either abandon such
patent applications or patents or to continue such prosecution and maintenance at the
LICENSORs sole expense, all solely in the name of LICENSOR and the LICENSEE shall have no
further interest or rights in said patents and applications whatsoever.
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EXCLUSIVE LICENSE AGREEMENT
 
 5.2
    
    Third Party Infringers
  Action)
   5.3
    
    Third Party Claims of Infringement
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EXCLUSIVE LICENSE AGREEMENT
 
 6.
    
    WARRANTIES AND DISCLAIMER6.1
    
    General Warranties
  6.2 ANY AND ALL INFORMATION, INTELLECTUAL PROPERTY, PATENT RIGHTS, TECHNOLOGY, LICENSED SUBJECT
MATTER OR OTHER RIGHTS, MATERIALS OR PROPERTY GRANTED OR PROVIDED TO LICENSEE BY LICENSOR UNDER
THIS AGREEMENT IS GRANTED OR PROVIDED TO LICENSEE BY LICENSOR UNDER THIS AGREEMENT IS GRANTED OR
PROVIDED ON AN AS IS WHERE-IS BASIS WITH ALL FAULTS. LICENSEE UNDERSTANDS AND ACKNOWLEDGES
THAT LICENSOR MAKES NO REPRESENTATION AS TO ALL SUCH INFORMATION, INTELLECTUAL PROPERTY, PATENT
RIGHTS, TECHNOLOGY, LICENSED SUBJECT MATTER OR OTHER RIGHTS, MATERIALS OR PROPERTY GRANTED OR
PROVIDED TO LICENSEE, AND LICENSOR DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND
WHATSOEVER WITH RESPECT TO THE FOREGOING INCLUDING, WITHOUT
LIMITATION, ANY SUCH WARRANTIES
CONCERNING INFRINGEMENT, THE OPERATABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, COMMERCIAL
POTENTIAL, USE, SAFETY EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF
DEVELOPMENT, PATENTABILITY, VALIDITY, ENFORCEABILITY AND/OR BREADTH OF THE LICENSED SUBJECT AND/OR
PATENT RIGHTS. LICENSOR ALSO MAKES NO REPRESENTATIONS AS TO, AND LICENSOR DISCLAIMS ALL EXPRESS OR
IMPLIED WARRANTIES CONCERNING, WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY
OTHERS OR BY LICENSOR WHICH MAY BE DOMINANT OR SUBORDINATE TO THE PATENT RIGHTS, NOR DOES LICENSOR
MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN THE PATENT RIGHTS, THE LICENSED SUBJECT
MATTER OR LICENSED PRODUCTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY
OTHERS OR BY LICENSOR. IN NO EVENT WILL THE LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR
LICENSED PRODUCTS OR THE USE OR THE PRACTICE OF LICENSED METHODS.
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EXCLUSIVE LICENSE AGREEMENT
 
 NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHER WISE
ANY LICENSE OR RIGHTS UNDER ANY PATENTS OF LICENSOR OTHER THAN THOSE DEFINED HEREIN UNDER LICENSED
TECHNOLOGY AND JOINT LICENSED TECHNOLOGY, RETGARDLESS OF WHETHER SUCH PATENTS ARE DOMINANT OR
SUBORDINATE TO THOSE DEFINED UNDER LICENSED TECHNOLOGY.
 6.3
    
    Manufacture, Production, Sale, and Distribution
  7.
    
    MARKING AND SAMPLES
  8.
    
    TERMINATION8.1
    
    Immediate Right of Termination.
  8.2
    
    Right to Terminate Upon Notice of Material Breach
 Receiving Party) Notifying Party)
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EXCLUSIVE LICENSE AGREEMENT
 
  8.3
    
    Licensees Right to Terminate
  8.4
    
    Post Termination Rights
  9.
    
    CONFIDENTIALITY9.1
    
    Confidential Information
 Confidential Information
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EXCLUSIVE LICENSE AGREEMENT
 
 9.2
    
    Exceptions
  9.3
    
    Terms of Confidentiality
  9.4
    
    Publicity
  9.5
    
    Publication
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EXCLUSIVE LICENSE AGREEMENT
 
 10.
    
    INDEMNITY AND INSURANCE10.1
    
    Licensees Obligation
  10.2
    
    Licensors Obligation; Limitation
   10.3
    
    Insurance
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EXCLUSIVE LICENSE AGREEMENT
 
 11.
    
    TAXES AND GOVERNMENTAL APPROVALS11.1
    
    Compliance with Law, Taxes, Fees, and Duties
  11.2
    
    Approvals, Authorizations, and Validations
  12.
    
    FORCE MAJEURE
  13.
    
    NOTICE AND COMMUNICATIONS
  If to:
    
    If to:University Hospitals of Cleveland
    
    CytoCore, Inc.President and CEO
    
    President and CEO11100 Euclid Avenue
    
    414 N. Orleans,Cleveland, OH 44106
    
    Suite 502(216)844-1428
    
    Chicago, IL 60610 312-222-9550
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EXCLUSIVE LICENSE AGREEMENT
 
  
 14.
    
    AGREEMENT BINDING ON SUCCESSORS
  15.
    
    ASSIGNABILITY
  16.
    
    WAIVER
  17.
    
    SEVERABILITY
  18
    
    INTEGRATION
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EXCLUSIVE LICENSE AGREEMENT
 
 19.
    
    DISPUTE RESOLUTION
  20.
    
    GOVERNING LAW
  21.
    
    EXPORT CONTROL LAWS
   UNIVERSITY HOSPITALS OF CLEVELANDBy:Name:Date:CYTOCORE, INC.By:
    
    /s/ David WeissbergName:
    
    David WeissbergDate:
    
    1/27/06
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EXCLUSIVE LICENSE AGREEMENT
 Appendix A.
 UHC File #
    
    Activity
    
    Date
    
    Patent#UH2004-006
    
    Naturally occurring truncated
P2X7Receptor
    
    06/02/05
    
    60/686,770




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EXCLUSIVE LICENSE AGREEMENT
 
 APPENDIX B
University Hospitals of Cleveland
   Parties to this Agreement:
 Recipient Company/Organization/Institution:
 Recipients Address:
 Recipients Scientist(s):
 Recipient Scientists Address:
 Provider Company/Organization/Institution:
 Providers Address:
 Providers Scientist(s):
 Definitions:
 Effective Date:Original Material:
  Progeny:
 Unmodified Derivatives:
 Material
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EXCLUSIVE LICENSE AGREEMENT
 
 Modifications:
 Information:
 Purpose for Transfer:
 Terms and Conditions of this Agreement:
   except as provided for under the
Exclusive License Agreement of , 2006, between CytoCore, Inc.
and University Hospitals of Cleveland,
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EXCLUSIVE LICENSE AGREEMENT
 
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EXCLUSIVE LICENSE AGREEMENT
 
       - 21 -




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EXCLUSIVE LICENSE AGREEMENT
 
  
 Recipient Company/Organization/Institution:
 (authorized signature)
    
    
    
    (name and title)(date)Recipients Scientist(s):(signature)
    
    
    
    (printed name)(date)Provider Company/Organization/Institution(authorized signature)
    
    
    
    (name and title)(date)Providers Scientist(s):(signature)
    
    
    
    (printed name)(date)
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