fs1a1ex10v_kraig.htm


     

    Exhibit
10.5

     

    
    

     

    
      	      
              THE
      CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
      SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIALITY.

            


    

     

    
      EXCLUSIVE LICENSE
AGREEMENT

      


      THIS
LICENSE AGREEMENT (the "Agreement") is made and is effective as of May 8th 2006,
(the “Effective Date”) by and between The University of Wyoming, having its
licensing office at Department 3672 1000 E. University Ave., Department 3672,
Laramie, WY 82071 (hereinafter referred to as "University"), and Kraig Biocraft
Laboratories, Inc. a Wyoming corporation having a principal place of business at
1400 Dennison Road, East Lansing, Michigan 48823 (hereinafter referred to as
"Licensee").

       

      RECITALS

      


      WHEREAS,
Certain inventions disclosed under University Case No. 02-004, generally
characterized as, synthetic spider silk proteins, and genetic sequences coding
for such proteins, hereinafter collectively referred to as "Invention 1," were
made in the course of research at University, by Dr. Randy Lewis and Dr. Don
Roth (hereinafter, "Inventors"); and

      


      WHEREAS,
Certain inventions disclosed under University Case Nos. ***, ***, ***, ***, generally characterized
as, natural spider silk proteins, and genetic sequences coding for such
proteins, hereinafter collectively referred to as "Invention 2," were made in
the course of research at University, by Dr. Randy Lewis and others
(hereinafter, "Inventors").  Invention 1 and Invention 2 are
collectively referred to herein as “The Inventions”, and are further described
in section 1.7 below; and

      


      


      WHEREAS,
Licensee is a "small business firm" as defined in 15 U.S.C. 632;
and

      


      WHEREAS,
Licensee wishes to obtain certain exclusive rights from University for the
commercial development, manufacture, use, and sale of the Inventions, and
University is willing to grant such rights on the terms and conditions set forth
in this Agreement; and

      


      WHEREAS,
University is desirous that the Invention be developed and utilized to the
fullest extent so that the benefits can be enjoyed by the general
public.

      


      NOW
THEREFORE, the parties agree as follows:

       

      1.  DEFINITIONS

       

      1.1  "Affiliate"
means any corporation or business entity that directly or indirectly controls,
is controlled by, or is under common control with Licensee to the extent of at
least 50 percent of the outstanding stock or other voting rights entitled to
elect directors.

       

      
        	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


      

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

       

      
 

      1.2           "Data"
means all information owned or controlled by University and acquired by
Licensee, its Affiliates or its sublicenses directly or indirectly from or
through University, its units, its employees, the Inventors, or its consultants
relating to the Invention, Licensed Products, or this Agreement, including but
not limited to, all patent prosecution documents and all information received
from Inventors.

      


      1.3  "Licensed
Field" means the using and selling of Licensed Products made only by the
Licensed Method in all fields and markets.  “Licensed Field” expressly
excludes the using and selling of Licensed Products made by any other method
except the Licensed Method.  “Licensed Field” also expressly excludes
the using and selling of Licensed Products described in Invention 2 in the
fields and markets of medical disposables, medical equipment, cosmetics and
sports equipment.

      


      1.4  "Licensed
Method" means the making of Licensed Products by silkworms only.

      


      1.5  "Licensed
Product(s)" means any material or product or kit, or any service, process, or
procedure that (i) either is covered by University Patent Rights or whose
discovery, development, registration, manufacture, use, or sale would
constitute, but for the license granted to Licensee pursuant to this Agreement,
an infringement of any claim within University Patent Rights or (ii) is
discovered, developed, made, sold, registered, or practiced using Licensed
Method or which may be used to practice the Licensed Method, in whole or in
part

      


      1.6
"University Patent Rights" means U.S. Patent Application Numbers 10/479,638 and
10/488,056 and U.S. Patent(s) issuing thereon, and Patent Numbers 5,728810,
5,733,771, 5,756,677, 5,989,894, 5,994,099 and patent application(s)
corresponding to all of the foregoing, owned by University, including any
reissues, extensions (including governmental equivalents thereto),
substitutions, continuations, (but limited to continuations-in-part which do no
contain new subject matter not entitled to the priority date of the parent
application) and divisions thereof.

      


      1.7  "Territory"
means the United States of America.

       

      2.  GRANT

      
      

       

      
        	      
                [***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIALITY.

              


      

       

      2.1  Subject
to the limitations set forth in this Agreement, University hereby grants to
Licensee a license under University Patent Rights in the Licensed Field and in
the Territory.  This license shall be co-exclusive with one other
licensee for University Patent Rights under Invention 2 and exclusive for
University Patent Rights under Invention 1.

      
 

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      2.2  If
the Invention was funded by the U.S. Government, the license granted hereunder
shall be subject to the overriding obligations to the U.S. Government set forth
in 35 U.S.C. 200-212 and applicable governmental implementing regulations and to
the royalty free non-exclusive licenses thereunder to which the U.S. Government
is entitled.

      


      2.3  University
expressly reserves the right to have the Invention and associated intellectual
property rights licensed hereunder used for educational, research and other
non-business purposes and to publish the results thereof.

      


      3.  SUBLICENSES

      3.1  University
grants to Licensee the right to grant sublicenses to third parties under any or
all of the licenses granted in Article 2, provided Licensee has current
exclusive rights thereto under this Agreement at the time it exercises a right
of sublicense.  To the extent applicable, such sublicense shall
include all of the rights of and obligations due to University (and to the
United States Government) that are contained in this Agreement.

      


      3.2  Within
thirty (30) days after execution thereof, Licensee shall provide University with
a copy of each sublicense issued hereunder, and shall thereafter collect and
guarantee payment of all royalties and other obligations due University relating
to the  sublicensees and summarize and deliver all reports due
University  relating to the sublicensees.

      


      3.3  Upon
termination of this Agreement for any reason, University, shall determine
whether any or all sublicenses shall be canceled or assigned to
University.  The university will notify any such sublicense of its
intention to terminate such sublicense and shall provide the sublicense 30 days
in which to cure any breach or defect.

       

      4.  LICENSE ISSUE
FEE, LICENSE MAINTENANCE FEES

      AND MILESTONE
PAYMENTS

      


      4.1  Licensee
agrees to pay to University a License Issue Fee of Ten Thousand Dollars
($10,000) within ***
after the execution of this Agreement.  This fee is *** and is not ***.

      
        

           

          
            	      
                    [***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIALITY.

                  


          

           

        

         

      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

      4.2  Licensee
agrees to pay to University a License Maintenance Fee of Ten Thousand Dollars
($10,000) beginning on the first year anniversary of this Agreement, and
continuing annually on the anniversary of each subsequent year.  The
License Maintenance Fee is *** and is not ***.

      


      4.3  Licensee
agrees to pay to University a Laboratory Research Fee of Thirteen Thousand Seven
Hundred Dollars ($13,700) beginning on eight (8) months from the Effective Date
of this Agreement, and continuing annually on the anniversary of the Effective
Date for each subsequent year.  The Laboratory Research Fee is ***.

      


      


      4.4           Licensee
shall pay to University full patent costs for Invention 1.  Such costs
relating to Invention 1 shall not exceed five thousand dollars per year
($5000).  Licensee shall pay to University one quarter of the patent
costs for Invention 2.  Such costs relating to Invention 2 shall not
exceed five thousand dollars per year ($5,000).

       

      5.  EQUITY

      


      5.1   Licensee
agrees that pursuant this licensing agreement, Licensee will transfer to the
University of Wyoming Foundation, within sixty days (60 days) from the effective
date of this agreement, One million fifty thousand shares (1,050,000 shares)of
common stock in Licensee, which is equal to not less than three percent (3%) of
Licensee’s outstanding issued stock.  Licensee represents and warrants
that when the stock is delivered to University (i) it shall constitute no less
than three percent (3%) of the total issued shares of all classes of stock of
Licensee, fully diluted, (ii) that it shall be free from any claims, security
interests or liens and (iii) that Licensee shall have the full right and
authority to deliver the stock to University.  University shall have
no less rights in and with respect to such stock than the founders of Licensee
have or obtain with respect to their stock, including, but without limitation,
any anti-dilution, events of disposition, registration, notice, or
indemnification rights.

      


      5.2
Licensee will further transfer to the University of Wyoming Foundation, within
sixty days (60 days) from the effective date of this agreement, Seven Hundred
Thousand shares (700,000 shares)of common stock in Licensee, which is equal to
not less than two percent (2%) of Licensee’s outstanding issued stock, subject
to Licensee’s right to repurchase or call such stock at any time within five
years from the effective date of this agreement at an exercise price of One
Hundred and Fifty Thousand Dollars 

       

      
      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

        
           

          
            	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


          

           

        

         

        ($150,000).  Licensee
represents and warrants that when the stock is delivered to University (i) it
shall constitute no less than two percent (2%) of the total issued shares of all
classes of stock of Licensee, fully diluted, (ii) that it shall be free from any
claims, security interests or liens except as stated directly above and (iii)
that Licensee shall have the full right and authority to deliver the stock to
University.  University shall have no less rights in and with respect
to such stock than the founders of Licensee have or obtain with respect to their
stock, including, but without limitation, any anti-dilution, events of
disposition, registration, notice, or indemnification rights.

      

      
 

      5.3  With the stock, Licensee
shall deliver to University its bylaws and shareholder rights
documents.

       

      6.  DILIGENCE

      


      6.1  Licensee,
upon execution of this Agreement, shall *** to develop, test, obtain
any required governmental  approvals, manufacture, market and sell
Licensed Products in all countries of the Territory and shall earnestly and
diligently endeavor to market the same within a reasonable time after execution
of this Agreement and in quantities sufficient to meet the market demands
therefor.

      


      6.2  Licensee
shall be entitled to exercise prudent and reasonable business judgment in
meeting its diligence obligations in this Article 6.

      


      6.3  Licensee
shall perform the following:

      
        	
                 
      

              	
                ·

              	
                commence
      commercial marketing and sales of a Licensed Product in the Territory
      within *** of
      receiving approval of such Licensed Product in such country;
      or

              


      

      
        	
                 
      

              	
                ·

              	
                reasonably
      fill the market demand for Licensed Products in the Territory following
      commencement of marketing in such country at all times during the
      exclusive period of this Agreement;
or

              


      

      


      If
Licensee fails to perform any of the preceding items described in this section
6.3 in a timely manner, then University shall have the right and option upon 90
day prior written notice, either to terminate this Agreement with respect to any
or all countries where Licensee has failed to perform or to which the failure
relates.  Should the Licensee fail to fulfill the diligence
requirements within said 90 day period, the notice shall be effective at the end
of said period.  This right, if exercised by University, supersedes
the rights granted in Article 2 (GRANT).

       

      
        
          
            	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


          

           

        

      

      7.  PROGRESS AND
ROYALTY REPORTS

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
 

      7.1  Beginning
***, and *** thereafter, Licensee shall
submit to University a progress report covering Licensee's activities related to
the development and testing of all Licensed Products and commercial activities
like sales and marketing.  These progress reports shall be made for
each Licensed Product in each country of the Territory.

      


      7.2  The
progress reports submitted under section 7.1 shall include sufficient
information to enable University to determine Licensee's progress in fulfilling
its obligations under Article 6, including, but not limited to, the following
topics:

       

      
        
          	
                  -

                	
                  summary
      of work completed

                
	
                  -

                	
                  key
      scientific discoveries

                
	
                  -

                	
                  summary
      of work in progress, including product development and testing and
      progress in obtaining government approvals

                
	
                  -

                	
                  current
      schedule of anticipated events or milestones

                
	
                  -

                	
                  market
      plans for introduction of Licensed Products

                
	
                  -

                	
                  summary
      of resources (dollar value) spent in the reporting period for research,
      development, and marketing of Licensed Products

                
	
                  -

                	
                  activities
      in obtaining sublicenses and activities of sublicenses

                
	
                  -

                	
                  certified
      financial statements as of the end of the previous calendar quarter if
      available

                


        



      7.3  Licensee
shall have a continuing responsibility to keep University informed of the
large/small entity status (as defined by the United States Patent and Trademark
Office) of itself and its sublicenses.

       

      7.4  Licensee
shall report to University in its immediately subsequent progress the date of
first commercial sale of each Licensed Product in each country.

      


      
      

      7.6  If
no sales of Licensed Products have been made during any reporting period, a
statement to this effect shall be made by Licensee.

       

      8.  BOOKS AND
RECORDS

      


      8.1  Licensee
shall keep  and cause its Affiliates  and sublicenses to
keep books and records in accordance with generally acceptable accounting
principles accurately showing all transactions and information relating to this
Agreement.  Such books and records shall be preserved for at least
*** from the date of the
entry to which they pertain and shall be open to inspection by representatives
or agents of University at reasonable times upon reasonable notice.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
        
           

          
            	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


          

           

        

         

      

      8.2  The
fees and expenses of University’s representatives performing such an examination
shall be borne by University.  However, if an error in royalties of
more than *** percent
(***%) of the total
royalties due for any year is discovered,  or if as a result of the
examination it is determined that ***, then the fees and
expenses of these representatives shall be borne by Licensee.

       

      9.  TERM OF THE
AGREEMENT

      


      9.1  Unless
otherwise terminated by operation of law or by acts of the parties in accordance
with the provisions of this Agreement, this Agreement shall be in force from the
effective  date recited on page one and shall remain in effect in each
country of the Territory until the longer of (i) expiration of the
last-to-expire patent licensed under this Agreement in such country or (ii) ten
years from the date of first commercial sale of a Licensed Product in such
country.

      


      9.2  Any
expiration or termination of this Agreement shall not affect the rights and
obligations set forth in the following Articles:

       

      
        
          	
                  Article
      8

                	
                  Books
      and Records

                
	
                  Article
      12

                	
                  Disposition
      of Licensed Products

                
	 
      	
                  on
      Hand Upon Termination

                
	
                  Article
      13

                	
                  Use
      of Names, Trademarks and Confidential Data

                
	
                  Article
      18

                	
                  Indemnification

                
	
                  Article
      23

                	
                  Failure
      to Perform

                


        



      10.  TERMINATION
BY UNIVERSITY

      


      10.1  If
Licensee should breach or fail to perform any provision of this Agreement, then
University may give written notice of such default (Notice of Default) to
Licensee.  If Licensee should fail to cure such default within ninety
(90) days of the effective date of such notice, University shall have the right
to terminate this Agreement and the licenses herein by a second written notice
(Notice of Termination) to Licensee.  If a Notice of Termination is
sent to Licensee, this Agreement shall automatically terminate on the effective
date of such notice.  Termination shall not relieve Licensee of its
obligation to pay all amounts due to University as of the effective date of
termination and shall not impair any accrued right of University.

       

      
        
           

          
            	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


          

           

        

      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      11.  TERMINATION
BY LICENSEE

      


      11.1  Licensee
shall have the right at any time to terminate this Agreement in whole or as to
any portion of University Patent Rights by giving *** notice thereof in writing
to University.

      


      11.2  Any
termination pursuant to the above paragraph shall not relieve Licensee of any
obligation or liability accrued hereunder prior to such termination or rescind
anything done by Licensee or any payments made to University hereunder prior to
the time such termination becomes effective, and such termination shall not
affect in any manner any rights of University arising under this Agreement prior
to such termination.

       

      12.  DISPOSITION
OF LICENSED PRODUCTS AND INFORMATION 

      ON HAND UPON
TERMINATION

      


      12.1  Upon
termination of this Agreement by either party (i) Licensee shall have the
privilege of disposing of all previously made or partially made Licensed
Products, but no more, within a period of *** after the effective date
of termination, provided, however, that the disposition of such Licensed
Products shall be subject to the terms of this Agreement including, but not
limited to, the payment of royalties at the rate and at the time provided herein
and the rendering of reports thereon; (ii) Licensee shall promptly return, and
shall cause its sublicenses to return, to University all property belonging to
University, if any, that has been provided to Licensee or its Affiliates or
sublicenses hereunder, and all copies and facsimiles thereof and derivatives
therefrom (except that Licensee may retain one copy of written material for
record purposes only, provided such material is not used by Licensee for any
other purpose and is not disclosed to others.

      


      13.  USE OF NAMES,
TRADEMARKS, AND CONFIDENTIAL INFORMATION

      


      13.1  Nothing
contained in this Agreement shall be construed as granting any right to Licensee
or its Affiliates to use in advertising, publicity, or other promotional
activities any name, trade name, trademark, or other designation of University
or any of its units (including contraction, abbreviation or simulation of any of
the foregoing).  Unless required by law, the use by Licensee of the
name, "The University of Wyoming" or any campus or unit of University is
expressly prohibited, and Licensee shall not use such names in any manner
without University’s prior written consent.

       

      14.  LIMITED
WARRANTY

      


      14.1  University
warrants to Licensee that it has the lawful right to grant this
license.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
 

      14.2  This
license and the associated Invention are provided WITHOUT WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY,
EXPRESS OR IMPLIED.  UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY
THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR
OTHER PROPRIETARY RIGHT.

      


      14.3  IN
NO EVENT WILL UNIVERSITY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR MANUFACTURE, SALE, OR USE OF
THE INVENTION OR LICENSED PRODUCTS OR LICENSED METHODS.

      


      14.4  Nothing
in this Agreement shall be construed as:

      
        	
                 
      

              	
                (14.4a)

              	
                a
      warranty or representation by University as to the validity or scope of
      any University Patent Rights; or

              


      

      
        	
                 
      

              	
                (14.4b)

              	
                a
      warranty or representation that anything made, used, sold or otherwise
      disposed of under any license granted in this Agreement is or will be free
      from infringement of patents or other intellectual property or biological
      materials of third parties; or

              


      

      
        	
                 
      

              	
                (14.4c)

              	
                an
      obligation to bring or prosecute actions or suits against third parties
      except as provided in Article 17;
or

              


      

      
        	
                 
      

              	
                (14.4d)

              	
                conferring
      by implication, estoppel or otherwise any license or rights under any
      patents or other intellectual property of University other than University
      Patent Rights as defined herein, regardless of whether such patents are
      dominant or subordinate to University Patent Rights;
  or

              


      

      
        	
                 
      

              	
                (14.4e)

              	
                an
      obligation to furnish any know-how not provided in University Patent
      Rights.

              


      

       

      15.  PATENT
PROSECUTION 

      AND
MAINTENANCE

      


      15.1  University
shall diligently prosecute and maintain the United States patents comprising
University Patent Rights using counsel of its choice.  University
counsel shall take instructions only from University.  University
shall provide Licensee with copies of all relevant documentation so that
Licensee may be informed and apprised of the continuing
prosecution.  Licensee agrees to keep this documentation
confidential.

       

      
        
          
             

            
              	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


            

             

          

        

      

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
 

      15.2  University
shall give due consideration to amending any patent application to include
claims reasonably requested by Licensee to protect the Licensed Products
contemplated to be sold under this Agreement.

      


      15.4  All
present and future costs of preparing, filing, prosecuting, defending, and
maintaining all patent applications and/or patents, including interferences and
oppositions, and all corresponding foreign patent applications and patents
covered by University Patent Rights shall be borne by Licensee as described and
limited in paragraph 4.4..  Costs shall be payable by Licensee within
*** of the billing
date.  ***.

      


      15.5  Licensee's
obligation to underwrite and to pay patent prosecution costs shall continue for
so long as this Agreement remains in effect, provided, however, that Licensee
may terminate its obligations with respect to any given patent application or
patent upon three (3) months' written notice to
University.  University shall use reasonable efforts to curtail patent
costs when such a notice is received from Licensee.  ***  Commencing on
the effective date of such notice, University may continue prosecution and/or
maintenance of such application(s) or patent(s) at its sole discretion and
expense, and Licensee shall have no further right or licenses
thereunder.

      


      15.6  University
shall have the right to file patent applications at its own expense in any
country or countries in which Licensee has not elected to secure patent rights
or in which Licensee's patent rights hereunder have terminated, and such
applications and resultant patents shall not be subject to this Agreement and
may be freely licensed by University to others.

       

      16.  PATENT
MARKING

      


      16.1  Licensee
shall mark all Licensed Products made, used,  sold or otherwise
disposed of under the terms of this Agreement, or their containers, in
accordance with the applicable patent marking laws.

       

      
        
          
            
              
                	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


              

               

            

          

        

      

                                              

      17.  PATENT
INFRINGEMENT

      


      17.1  In
the event that Licensee shall learn of the substantial infringement of any
patent licensed under this Agreement, Licensee shall call University’s attention
thereto in writing and shall provide University with reasonable evidence of such
infringement.  Both parties to this Agreement agree that during the
period and in a jurisdiction where Licensee has exclusive rights under this
Agreement, neither will notify a third party of the infringement of any of
University Patent Rights without first obtaining consent of the other Party,
which consent shall not be unreasonably denied.  Both parties shall
use their best efforts in cooperation with each other to terminate such
infringement without litigation.

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
 

      17.2  Licensee
may request that University take legal action against the infringement of
University Patent Rights.  Such request shall be made in writing and
shall include reasonable evidence of such infringement and damages to
Licensee.  If the infringing activity has not been abated within *** following the effective
date of such request, University shall have the right to

      


      (17.2a)  commence
suit on its own account.  In the event University elects to bring suit
in accordance with this paragraph, Licensee may thereafter join such suit at its
own expense; or

      


      (17.2b)  refuse
to participate in such suit and University shall give notice of its election in
writing to Licensee by the end of the *** after receiving notice of
such request from Licensee.  Licensee may thereafter bring suit for
patent infringement if and only if University elects not to commence suit and if
the infringement occurred during the period and in a jurisdiction where Licensee
had exclusive rights under this Agreement.  However, in the event
Licensee elects to bring suit in accordance with this paragraph, University may
thereafter join such suit at its own expense.

      


      17.3  Such
legal action as is decided upon shall be at the expense of the party on account
of whom suit is brought and all recoveries recovered thereby shall belong to
such party, provided, however, that recoveries from legal actions brought
jointly by University and Licensee shall be shared equally by them, after paying
the reasonable legal expenses of both parties.

      


      17.4  Each
party agrees to cooperate with the other in litigation proceedings instituted
hereunder but at the expense of the party on account of whom suit is
brought.  Such litigation shall be controlled by the party bringing
the suit.  Each party may be represented by counsel of its
choice.

       

      18.  INDEMNIFICATION
AND INSURANCE

      


      18.1  Licensee
shall indemnify, hold harmless and defend University, its trustees, officers,
employees, students, agents, the State of Wyoming and the Inventors against any
and all claims, suits, losses, liabilities, damages, costs, fees and expenses
(including reasonable attorneys' fees) resulting from or arising out of the
exercise of this license or any sublicense.  This indemnification
shall include, but is not limited to, any and all claims alleging products
liability.

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      
 

      18.2           University
shall promptly notify Licensee in writing of any claim or suit brought against
University in respect of which University intends to invoke the provisions of
Article 18.  Licensee shall keep University informed on a current
basis of its defense of any claims pursuant to Article 18.  Licensee
shall, throughout the term of this Agreement, at its sole cost and expense
(through insurance companies or through self-insurance), insure its activities
in connection with this Agreement.

       

      19.  NOTICES

      


      19.1  Any
notice or payment required to be given to either party shall be deemed to have
been properly given and to be effective (a) on the date of delivery if delivered
in person or (b) five (5) days after mailing if mailed by first-class certified
mail, postage paid and deposited in the United States mail, to the respective
addresses given below, or to such other address as it shall designate by written
notice given to the other party.

      


      In the case of
Licensee:                                                       Kraig
Biocraft Laboratories, Inc.

      Attention Legal
Department

      1400 Dennison Road

      East Lansing, Michigan
48823

      


      With an
electronic copy, in PDF or MS Word compatible format to:

       

      Legal@kraigbiocraftlabs.com,
and ***

      


      


      In the
case of University:

      University
of Wyoming

      Research
Products Center

      1000 E.
University Ave.

      Department
3672

      Laramie,
WY 82071

      Attention:
Director

      
         

      

      
        
          
            
              
                
                  	[***]  THE CONFIDENTIAL
      PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR
    CONFIDENTIALITY.


                

                 

              

            

          

        



      20.  ASSIGNABILITY

      


      20.1  This
Agreement is binding upon and shall inure to the benefit of University,
Licensee, and their respective successors and assigns.  Licensee must
notify University within thirty (30) days of any assignment of this
Agreement.

       

      21.  LATE
PAYMENTS

      


      21.1  In
the event any amounts due University hereunder, including but not limited to
royalty payments, fees and patent cost reimbursements, are not received when
due, Licensee shall pay to University ***.

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

       

      22.  WAIVER

      


      22.1  It
is agreed that no waiver by either party hereto of any breach or default of any
of the covenants or agreements herein set forth shall be deemed a waiver as to
any subsequent and/or similar breach or default.

       

      23.  FAILURE TO
PERFORM

      


      23.1  In
the event of a failure of performance due under the terms of this Agreement and
if it becomes necessary for either party to undertake legal action against the
other on account thereof, then the prevailing party shall be entitled to
reasonable attorney's fees in addition to costs and necessary
disbursements.

       

      24.  GOVERNING
LAWS

      


      24.1  The
University of Wyoming does not waive its sovereign immunity or its governmental
immunity by entering into this Agreement and fully retains all immunities and
defenses provided by law with regard to any action based on this
Agreement.  Any actions or claims against the University of Wyoming
under this Agreement must be in accordance with and are controlled by the
Wyoming Governmental Claims Act, W.S. 1-39-101 et seq. (1977) as
amended.

      


      The
parties hereto agree that (i) the laws of Wyoming shall govern this Agreement,
(ii) any questions arising hereunder shall be construed according to such laws,
and (iii) this Agreement has been negotiated and executed in the State of
Wyoming.

       

      25.  PREFERENCE
FOR UNITED STATES INDUSTRY

      


      25.1  If
the U.S. Government sponsored the Invention in whole or in part, Licensee agrees
that any products sold in the United States embodying this Invention or produced
through the use thereof will be manufactured substantially in the United States
to the greatest extent practical and as required by law.

       

      26.  FOREIGN
GOVERNMENT APPROVAL

      OR
REGISTRATION

      


      26.1  If
this Agreement or any associated transaction is required by the law of any
nation to be either approved or registered with any governmental agency,
Licensee shall assume all legal obligations to do so and the costs in connection
therewith.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      27.  EXPORT
CONTROL LAWS

      


      27.1  Licensee
shall observe all applicable United States and foreign laws with respect to the
transfer of Licensed Products and related technical data to foreign countries,
including, without limitation, the International Traffic in Arms Regulations
(ITAR) and the Export Administration Regulations.

       

      28.  MISCELLANEOUS

      


      28.1  The
headings of the several articles are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.

      


      28.2  This
Agreement will not be binding upon the parties until it has been signed below on
behalf of each party, in which event, it shall be effective as of the date
recited on  page one.

      


      28.3  No
amendment or modification hereof shall be valid or binding upon the parties
unless made in writing and signed on behalf of each party.

      


      28.4   This
Agreement embodies the entire understanding of the parties and shall supersede
all previous communications, representations or understandings, either oral or
written, between the parties relating to the subject matter hereof.

      


      28.5  In
case any of the provisions contained in this Agreement shall be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, but this
Agreement shall be construed as if such invalid or illegal or unenforceable
provisions had never been contained herein.

       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      
 

      IN
WITNESS WHEREOF, both University and Licensee have executed this Agreement, in
duplicate originals, by their duly authorized representatives on the day and
year hereinafter written.

      


      A
signature to this agreement transmitted to the other party by facsimile
transmission or other electronic means, shall be recognized as a valid
acceptance of this agreement

      


       

      
        
          	
                  Kraig
      Biocraft Laboratories, Inc.

                	 
      	
                  University
      of Wyoming

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  By__________________________

                	 
      	
                  By___________________________

                
	
                   On behalf of
      Kraig Biocraft

                	 
      	 
      
	
                   Laboratories,
      Inc.

                	 
      	
                  (Signature)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Name
      Kim Thompson

                	 
      	
                  Name_________________________

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Title
      C.E.O

                	 
      	
                  Title__________________________

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Date
      May _________, 2006

                	 
      	
                  Date__________________________

                


        

      

    

     

     

     

    15