4. **Development Fees****.**In exchange for the Development Services, PositiveID shall payReceptors the amounts specified in **Exhibit D****.**In the event of any change in theoutstanding shares of PositiveID stock by reason of any recapitalization, reorganization, merger,consolidation, split-up, combination or exchange of shares or other similar change affecting thestock of PositiveID, PositiveID and Receptors shall make an adjustment to the PositiveID stock towhich Receptors is entitled under this Section 4 as shall be equitable and appropriate.5. **Term**. This Agreement shall remain in force until the Products are delivered andaccepted pursuant to the schedule in Exhibit B, unless sooner terminated under the provisions ofSection 6 below.6. **Termination**. a. Receptors may, in its sole discretion, immediately terminatethis Agreement if (i) PositiveID materially breaches any provision of thisAgreement and such breach is not cured within thirty (30) days followingwritten notice from Receptors or (ii) if PositiveID becomes insolvent, makes ageneral assignment for the benefit of creditors, files a voluntary petition ofbankruptcy, suffers or permits the appointment of a receiver for its businessor assets, or becomes subject to any proceeding under any bankruptcy orinsolvency law, whether domestic or foreign, or has wound up or liquidated,voluntarily or otherwise. In addition, PositiveID at anytime may discontinuethe Development Fee Payments described in Section 4 above in which case thisAgreement shall immediately terminate, PositiveID shall lose its License, andReceptors shall have no further obligations under Section 1 above.  b. PositiveID may, in its sole discretion, immediately terminatethis Agreement if (i) Receptors materially breaches any provision of thisAgreement and such breach is not cured within thirty (30) days followingwritten notice from PositiveID or (ii) if Receptors becomes insolvent, makes ageneral assignment for the benefit of creditors, files a voluntary petition ofbankruptcy, suffers or permits the appointment of a receiver for its businessor assets, or becomes subject to any proceeding under any bankruptcy orinsolvency law, whether domestic or foreign, or has wound up or liquidated,voluntarily or otherwise.7. **Equitable Remedies And Enforcement****.**The Parties acknowledge and agree that breachof any of the obligations under this Agreement shall cause irreparable injury and shall entitle thenon-breaching Party to equitable relief or remedy. The pursuit or securing of any such equitablerelief shall not prohibit or limit a Party to seek or obtain any other remedy provided under thisAgreement or by law. The covenants, agreements and remedies provided herein are in addition to,and are not to be construed as a replacement for or limited by, the rights and remedies otherwiseavailable to a Party including, but not limited to, those rights and remedies contained in theUniform Trade Secrets Act, or its state counterparts.8. **Notice**. Any and all notices called for under this Agreement shall be in writing,and presented personally or by certified mail, postage prepaid, or recognized overnight deliveryservices to Receptors or PositiveID to the following address as the case may be:   If to Receptors: Receptors LLC  Suite 510B / MD 57  1107 Hazeltine Blvd.  Chaska, MN 55318  ATTN: Robert E. Carlson, Ph.D
 
 

 
   If to PositiveID: PositiveID Corporation  1690 South Congress Ave.  Suite 200  Delray Beach, FL 33445  ATTN: William J. Caragol9. **Governing Law; Jurisdiction; Venue; Attorney Fees**. This Agreement shall beconstrued and enforced in accordance with the laws of the State of New York. Should it benecessary to institute an action to enforce any of the terms contained in this Agreement,PositiveID agrees said action shall and must be instituted in the State of New York. The Partieshereby waive any and all defenses based on lack of personal jurisdiction or forum non conveniens.Should a Party default under any of the terms of this Agreement, that Party hereby agrees to paythe reasonable attorney’s fees incurred by the other Party in enforcing the terms of thisAgreement. The attorney’s fees shall be paid by the defaulting Party irrespective of any damagesrecovered or any relief afforded to the non-defaulting Party.10. **Entire Agreement**. This Agreement states the Parties’ entire agreement andunderstanding of the subject hereof. This Agreement supersedes all prior understanding andagreements. Any prior agreement or understandings between the Parties is null and void.11. **Modification**. This Agreement may be modified only in a writing signed by theParties.12. **Severability**. If any provision or clause of this Agreement as applied to eitherParty or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalidor unenforceable, said adjudication shall in no way affect any other provision of this Agreement,the application of such provision in any other circumstances, or the validity or enforceability ofthis Agreement.13. **Assignment****.**Each Party may not assign its rights or delegate its duties underthis Agreement without the other Party’s prior written consent. Any attempted assignment ordelegation by a Party without the required consent will be void. Notwithstanding the foregoing,either Party may assign this Agreement including, without limitation to an affiliate, subsidiary,third party, or successor without the other Party’s prior consent.14. **Execution in Counterparts**. This Agreement may be executed in counterparts, and/orby facsimile, each of which shall be deemed to be an original, and all of which shall constitutethe same Agreement.15. **Prior Agreement**. Each Party acknowledges and agrees that the Glucose SensorDevelopment Agreement, dated effective January 1, 2008, by and among Receptors, PositiveID and DOC(the “Prior Agreement”) is hereby terminated and that the intent of this Agreement is to replaceand supercede the Prior Agreement. PositiveID confirms that in an Asset Purchase Agreement datedNovember 12, 2008 it acquired all of the rights and obligations of DOC under the Prior Agreement.16. **Non-Development****.**Except as provided hereunder for the benefit of PositiveID,Receptors shall not, during the Term of or for ten (10) years thereafter, directly or indirectly,sell, license, lease, create, design, develop, fund or assist in the sale, license, creation,design, or development or funding of the Product (or future products based on an in vivo glucosesensingdevice for use in humans or animals) or other in vivo glucose sensing products or systems tobe used in humans or animals.
 
 

 
17. **Rights**. In the event that Receptors and PositiveID can not reach, for any reason,an agreement as to future development programs after this Phase II, (i) the restrictions in Section16 hereof shall automatically terminate, (ii) Receptors may cancel the License Agreement, subjectto a ten percent (10%) royalty due to PositiveID pursuant to Section 6.2 of the License Agreement,and (iii) PositiveID will promptly provide to Receptors an exclusive worldwide license to anyrights PositiveID or any transferee thereof may have relating to glucose or glucose monitoringincluding without limitation the implemention of microchips in humans or animals for monitoringglucose.[remainder of page intentionally left blank; signature page follows]
 
 

 
**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed as of the day andyear first written above.           **Receptors LLC** **PositiveID Corporation**           By: /s/ Robert E. Carlson By: /s/ William J Caragol         Its: President   Its: President