LICENSE AGREEMENT


 


Agreement dated as of May 16, 2011, by and among
Worlds Inc., a Delaware corporation having its address at 11 Royal Road, Brookline MA 02445 (hereafter, the “Licensor”)
and Worlds Online Inc., a Delaware corporation with its address at 11 Royal Road, Brookline MA 02445 (“Licensee”).


 


W I T N E S S E T H :


 


 


WHEREAS, Licensor is the owner of all right,
title and interest in and to U.S. patent numbers _____________ (the “Existing Patents”) and all continuations, divisionals,
continuations-in-part, and reissue patents or patent applications related thereto and all improvements and modifications to the
Existing Patents (collectively, the “Licensed Patents”);


 


WHEREAS, Licensee wishes to obtain from Licensor
a license under said Licensed Patents in accordance with the terms and provisions of this Agreement;


 


WHEREAS, Licensee desires to license from Licensor
the sole and exclusive right to use such Licensed Patents in connection with Licensee’s manufacture, sale and distribution
of certain products; and


 


WHEREAS, Licensor is willing to grant such license
to the Licensee upon the terms and conditions set forth herein.


 


 


NOW, THEREFORE, the parties, in consideration
of the mutual representations and covenants contained herein, hereby agree as follows:


 


 


1DEFINITIONS


 


1.1“Licensed Patents” shall
have the meaning set forth above.


 


1.2“Licensed Products” shall
mean any items, including specifically but without limitation, software incorporating or practicing any of the Licensed Patents.


 


1.5“Permitted Sub-licensee” shall
mean any person or entity Licensee grants a sub-license of the License, subject only to Licensee’s approval which may
not be unreasonably withheld.


 


1.6“Term” shall mean the
term of this agreement as set forth in Article III hereafter.


 


1.7“Territory” shall mean
the entire world.





 


2GRANT OF RIGHTS


 


2.1Grant of License. Subject to the
terms and conditions of this Agreement, Licensor hereby grants to Licensee the exclusive right and license under the Licensed Patents
to develop, design, manufacture, use, import, sell and offer for sale the Licensed Products throughout the Territory using all
forms of distribution now or hereafter developed, including, but not limited to, the Internet.


 


2.2Sublicense or Assignment. The Licensee
shall be permitted to sublicense or assign its rights hereunder to any other person with the prior written consent of the Licensor,
which consent shall not be unreasonably withheld or delayed.


 


2.3Third Party Manufacturing. The Licensee
will be entitled to engage a third party manufacturer to make and produce the Licensed Products. The third party manufacturer shall
be selected by Licensee in its sole discretion.





 


3TERM


 


3.1Term. The Term shall commence
as of May 16, 2011 and shall expire on the day following the day that the last of the Licensed Patents expires.





 


4PRODUCTION.


 


4.1Design Freedom. Licensee shall have
the right to apply the Licensed Patents in the design of the Licensed Products and shall be entitled to produce and sell Licensed
Products under any form or design, or having any appearance Licensee wishes, provided, however, that it complies with all the provisions
of this Agreement.


 


4.2Ownership of Name, Logo and Design.
It is hereby agreed and acknowledged by the Licensor that all copyrights related to the name, style and design of the Licensed
Products, Licensed Patents, and copyrights in any other items produced by the Licensee during the Term hereof, which are based
on or related to the Licensed Patents, shall vest in the Licensor.





 


5ROYALTIES, STATEMENTS AND PAYMENTS


 


5.1Royalties. The Licensee shall not be required
to pay Licensor any royalty with respect to sales of the Licensed Products. However, Licensee shall be required to pay a royalty
to Licensor in the amount of two (2%) percent of all sub-licensing fees it receives.


 


6PROTECTION OF THE LICENSED PATENTS


 


6.1Ownership of Licensed Patents. The
Licensee acknowledges that the Licensed Patents, except with respect to Licensed Products, are the sole property of the Licensor
and that the Licensor has the exclusive right to control and license the Licensed Patents and agrees that it will not dispute or
contest the Licensor’s interest therein.


 


6.2Infringement by Third Party. In
the event that any third party contravenes or infringes any of the Licensed Patents in a manner which concerns or affects the Licensee
or the Licensor, the Licensor shall, at its sole discretion and at its expense, take such action as it decides and the Licensee
shall, at the Licensor’s expense, assist the Licensor to the extent necessary (including participation as a party in legal
proceedings) to protect any of the Licensor’s rights and give the Licensor all commercially reasonable assistance therewith
and all compensation damages costs and other benefits of such action, after deduction or reimbursement from the proceeds of the
expenses incurred by the Licensor and Licensee, shall belong entirely to the Licensor, provided that the Licensee shall be entitled
to reimbursement of any expenses it incurred in assisting the Licensor, including attorney’s fees. If the Licensor includes
the Licensee as a party in legal proceedings pursuant to the provisions of this Section 6.2, the Licensor shall jointly and severally
indemnify and hold the Licensee harmless from any claims, suits, judgments, damages and reasonable expenses, costs or attorneys’
fees arising out of or related to any such legal proceedings provided the Licensee’s acts or omissions are not the cause
of such contravention or infringement.


 


7REPRESENTATIONS AND WARRANTIES OF LICENSEE


 


7.1Authority. The Licensee represents
and warrants that it has the right, power and authority to enter into the Agreement and perform its obligations hereunder.


 


7.2Distribution Arrangements. The Licensee
shall use reasonable business judgment in arranging for the sub-licensing of the Licensed Products in the Territory and maintain
accurate records of all such sub-licenses.


 


7.3Use of Licensed Patents. The Licensee
shall not use any name, word, device, mark, character or other matter relating to the Licensed Patents in any manner other than
as authorized hereunder.


 


7.4Product Liability Insurance. Licensee
shall maintain reasonable product liability insurance covering claims or causes of action arising out of any alleged defect in
the Licensed Products sold by Licensee, and shall provide evidence of such insurance upon the request of Licensor, and add Licensor
as an additional named insured on such policies.





 


8REPRESENTATIONS AND WARRANTIES OF LICENSOR


 


8.1Authority. The Licensor represents
and warrants that it has the right, power and authority to enter into the Agreement and perform its respective obligations hereunder
party.


 


10[Intentionally omitted.]





 


11.PATENT MATTERS


 


11.1         
In accordance with 35 U.S.C. § 287, Licensee shall begin marking Licensor’s patent numbers (U.S. Patent _______________)
on the Licensed Products as soon as reasonably practical after the date of this Agreement.


 


11.2         
The marking required under Paragraph 11.1 shall be done in a manner reasonably acceptable to Licensor.


 


11.3 Licensor may specify that
Licensee apply additional patent numbers, and Licensee shall cooperate in adding such additional markings.


 


11.4Licensor shall maintain any
U.S. Patent that it specifies Licensee should mark on Licensed Products.


 


11.5Licensee shall cooperate
with Licensor to assist it, upon request, at its sole expense, as may be reasonable in any prosecution matter or defense of the
Licensed Patents.





 


12MISCELLANEOUS


 


12.1Notices. All notices and statements
shall be in writing and shall together with any payments be personally delivered or sent registered or certified mail, return receipt
requested, postage prepaid to the intended party at the address set forth at the beginning of this Agreement (unless notification
of a change of address is given in writing), with a copy by regular mail to Feder, Kaszovitz LLP, 845 Third Ave., 11th
Floor, New York, New York 10022. The date of mailing of a notice or statement shall be deemed the date the notice is given or statement
rendered.


 


12.2Entire Understanding. This Agreement
contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supercedes any
prior understandings, agreements, written or oral, between or among the parties with respect to the subject matter hereof.


 


12.3Waiver, Modification. The terms
of this Agreement may not be waived or modified except by an agreement in writing executed by the parties hereto. The waiver by
either party of any breach of this Agreement must be in writing and shall not be deemed to be a waiver of any prior or succeeding
breach.


 


12.4Relationship of the Parties. Nothing
herein contained shall be construed to place the parties in the relationship of partners or joint venturers and neither party shall
have the power to obligate or bind the other in any manner whatsoever.


 


12.5No Third Party Beneficiaries. Except
as provided by the indemnification provisions of Section 9, each party hereto intends that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any person other than the parties hereto and the other persons executing
this Agreement.


 


12.6Severability. This Agreement is
intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations.
In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application
thereof shall not in any way be affected or impaired thereby, and the extent of such invalidity or unenforceability shall not be
deemed to destroy the basis of the bargain among the parties as expressed herein, and the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest
extent permitted by law.


 


12.7Damage Limitation. Neither Party
shall be liable to the other for consequential, punitive or special damages.


 


12.8Captions. Captions of paragraphs
appearing herein are inserted for reference and convenience only and do not define or limit the scope or intent of any provision
hereof.


 


12.9Entire Agreement. There are no
representations, warranties or covenants, with respect to the subject matter contained herein, other than those set forth in this
Agreement which sets forth the entire understanding and agreement among the parties hereto.


 


12.10Counterparts. This Agreement may
be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all the parties
hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart.


 


12.11No Presumptions. Each party hereto acknowledges
that it has participated, with the advice of counsel, in the preparation of this Agreement. No party hereto is entitled to any
presumption with respect to the interpretation of any provision hereof or the resolution of any alleged ambiguity herein based
on any claim that any other party hereto drafted or controlled the drafting of this Agreement.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.


 


	
        Worlds Inc.

         

        By: ______________________

        Name: ___________________

        Title: ____________________
	
        Worlds Online Inc.

         

        By: ______________________

        Name: ____________________

        Title: _____________________