Exhibit 10.2













 




EXHIBIT 10.2


EXCLUSIVE LICENSE AGREEMENT


THIS EXCLUSIVE LICENSE AGREEMENT ("Agreement") is entered
into by and between Pro-Dex, Inc., a Colorado corporation ("Licensor"),
and IntraVantage, Inc., a Delaware corporation ("Licensee"), on and as
of October 31, 2005 ("Effective Date"). Each of the parties hereto is
sometimes referred to herein as a "Party," and collectively as the "Parties."


WHEREAS, the Parties are concurrently herewith entering into the
Asset Purchase Agreement (as defined below), pursuant to which Licensor shall
purchase, among other assets, all of Licensee's right, title and interest in
and to the Licensed Intellectual Property, and


WHEREAS, the Parties desire to evidence in writing certain rights
being granted by Licensor to Licensee with respect to the Licensed Intellectual
Property in the Authorized Fields of Use as set forth in this Agreement.


NOW THEREFORE, in consideration of the Asset Purchase Agreement
and the foregoing recitals and the following covenants and promises, the
Parties hereby agree as follows:


1.                 
Definitions.


1.1             
"Asset Purchase Agreement" shall mean the Asset Purchase
Agreement between Licensee and Licensor dated as of the Effective Date, a copy
of which is attached hereto as Exhibit B and incorporated herein by
reference.


1.2             
"Authorized Fields of Use" shall mean any non-dental product or
application.


1.3             
"Licensed Intellectual Property" shall mean the intellectual
property (including any rights under patent law, copyright law, publicity
rights law, moral rights law, trade secret law, trademark law, unfair
competition law or similar protections related thereto) set forth on Exhibit
A attached hereto and incorporated herein by reference.


2.                 
Term.  This Agreement and the license
granted hereunder shall commence on the Effective Date and shall continue until
and unless terminated by written notice given by Licensee to Licensor (the "Term").


	
   	

   	

   


































 




3.                 
Grant of License.  Pursuant to the terms and conditions of this
Agreement, Licensor hereby grants to Licensee for the Term of this Agreement an
exclusive (including, without limitation, to the exclusion of Licensor),
worldwide, irrevocable, royalty-free, perpetual right and license to use and
exploit any and all Licensed Intellectual Property in the Authorized Fields of
Use. For purposes of this Agreement, the license to use and exploit the
Licensed Intellectual Property in the Authorized Fields of Use hereunder shall
permit Licensee to make, adapt, modify, use, market, duplicate, sublicense,
import, export, sell and distribute any product or part thereof associated with
such Licensed Intellectual Property and to practice any methods or processes
associated therewith, and/or to otherwise make, adapt, modify, use, market,
duplicate, sublicense, import, export, sell, distribute or practice anything
associated therewith during the Term, so long as any and all of the foregoing
is conducted exclusively in the Authorized Fields of Use.  


4.                 
Royalties. Licensor's consideration for
the license granted herein shall be the consideration received by Licensor from
Licensee pursuant to the Asset Purchase Agreement.


5.                 
Indemnification. Licensee hereby agrees to
indemnify and hold harmless Licensor and its officers, directors, employees,
shareholders, agents and representatives from and against any loss, damage,
claim, injury, action, cost or expense (including, without limitation,
reasonable attorneys' and experts' fees and costs) arising out of or in
connection with (i) the use of the Licensed Intellectual Property in the
Authorized Fields of Use or (ii) any use of the Licensed Intellectual Property
in violation of this Agreement by Licensee or any third party who has gained
access to the Licensed Intellectual Property as a result of any act or omission
of Licensee.


6.                 
WARRANTY DISCLAIMER.  THE LICENSED INTELLECTUAL PROPERTY IS
LICENSED TO LICENSEE "AS IS."  LICENSOR MAKES NO REPRESENTATION OR WARRANTY
REGARDING ITS RIGHT, TITLE, AUTHORITY AND/OR CAPACITY TO GRANT THE RIGHTS TO
LICENSEE PROVIDED FOR HEREIN NOR REGARDING ANY PENDING OR THREATENED, PATENT
INFRINGEMENT, TRADEMARK INFRINGEMENT OR OTHER CLAIMS OF ANY KIND WITH RESPECT
TO THE LICENSED INTELLECTUAL PROPERTY. WITHOUT LIMITING THE FOREGOING, LICENSOR
MAKES NO WARRANTY OR GUARANTEE THAT THE LICENSED INTELLECTUAL PROPERTY WILL NOT
IN THE FUTURE BE INVOLVED IN ANY INTERFERENCE, REISSUE, REEXAMINATION OR
OPPOSITION PROCEEDING; DOES NOT NOW INTERFERE OR WILL NOT IN THE FUTURE
INTERFERE WITH A PATENT OR PATENT APPLICATION OF ANY THIRD PARTY; OR IS NOT
NOW, OR WILL NOT IN THE FUTURE BE, INFRINGED, CHALLENGED OR THREATENED.
LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY
QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.


7.                 
LIMITATION OF LIABILITY.  LICENSOR SHALL NOT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS
OF PROFITS, REVENUE, DATA, OR DATA USE.  


8.                 
Prosecution of Infringement.


8.1             
Prosecution by Licensee.  Licensee shall have the right to
enforce its rights in and to the Licensed Intellectual Property in the
Authorized Fields of Use as granted herein.  In such event, Licensor shall take
such action as is reasonably requested in writing by Licensee to assist
Licensee in enforcing such rights during the Term.  Licensee shall bear all
costs and expenses associated with any such enforcement and shall promptly
reimburse Licensor for any and all costs and/or expenses (including, without
limitation, reasonable attorneys' and experts' fees and costs) incurred by
Licensor in assisting Licensee with such enforcement.

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8.2             
Prosecution by Licensor.  Licensor shall have the right, but not
the obligation, to enforce its rights in and to the Licensed Intellectual
Property, including, without limitation, in the Authorized Fields of Use.  In
such event, Licensee shall take any and all such action as is reasonably
requested in writing by Licensor to assist Licensor in enforcing such rights. 
Licensor shall bear all costs and expenses associated with any such enforcement
and shall reimburse Licensee for any and all costs and/or expenses (including,
without limitation, reasonable attorneys' and experts' fees and costs)
requested by Licensor and incurred by Licensee in assisting Licensor with such
enforcement.


8.3             
Joint Enforcement. In the event both Parties engage in, or
otherwise become involved with, a proceeding whereby each Party is enforcing
its respective rights in and to Licensed Intellectual Property against a common
third party or third parties, then each Party shall bear its respective costs
and expenses (including, without limitation, reasonable attorneys' and experts'
fees and costs) associated with the enforcement of its rights; provided,
however, that in the event either Party incurs any costs or expenses
(including, without limitation, reasonable attorneys' and experts' fees and
costs) as a result of fulfilling a written request of the other Party, the
requesting Party shall promptly reimburse the other Party for such costs and/or
expenses.  The Parties agree to cooperate and work together in good faith to
enforce their respective rights in any joint proceeding against a common third
party or third parties.


8.4             
Actions Between the Parties.  In the event of a claim or
proceeding by one Party against the other Party, none of Sections 8.1, 8.2
or 8.3 shall apply to any such claim or proceeding.


9.                 
Injunctive Relief.  Because a breach, or failure to comply with,
this Agreement will cause irreparable injury to Licensor for which there is no
adequate remedy at law and the exact amount of which will be difficult to
ascertain, if Licensee should in any way breach, or fail to comply with, the
terms of this Agreement, Licensor shall be entitled to seek and obtain an
injunction restraining Licensee from any such breach or failure without having
to prove monetary damages.  All remedies expressly provided for herein are
cumulative of any and all other remedies now existing at law or in equity, to
the extent permitted under applicable law.  Licensor shall, in addition to the
remedies herein provided, be entitled to avail itself of all such other
remedies as may now or hereafter exist at law or in equity for compensation,
and for the specific enforcement of the covenants contained herein without the
necessity of proving actual damages.  Resort to any remedy provided for
hereunder or provided for by law shall not preclude or bar the concurrent or
subsequent employment of any other appropriate remedy or remedies, or preclude
the recovery by Licensor of monetary damages and compensation, including,
without limitation, Licensor's right to indemnification under the Asset
Purchase Agreement.


10.             
General.


10.1         
Governing Law and Venue. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California, without
reference to the choice of law principles thereof.  All disputes concerning the
validity, interpretation, or performance of this Agreement and any of its terms
or provisions, or of any rights or obligations of the parties hereto, shall be
resolved in and with exclusive venue in the Superior Courts of Orange County,
California, and the Parties hereby agree to submit to the exclusive venue of
such court.  

 

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10.2         
Notice. All notices, including notices of address change,
required to be sent hereunder shall be in writing and shall be deemed to have
been given (i) 48 hours after being sent certified or registered mail, postage
prepaid, or (ii) 24 hours after being send via a reputable overnight courier,
to:


                        If to IntraVantage:



IntraVantage, Inc.

2950 Xenium Lane North, Suite 148

Plymouth, Minnesota, 55441-2623

Attn:_______________





If to Pro-Dex:



Pro-Dex, Inc.

151 East Columbine Avenue

Santa Ana, California 92707

Attn:     Patrick Johnson





With a copy to:



(which shall not constitute notice to Pro-Dex):



Rutan & Tucker, LLP

611 Anton Blvd., Fourteenth Floor

Costa Mesa, California 92626

Attn: Thomas J. Crane, Esq.

Phone: (714) 641-5100

Facsimile: (714) 546-9035


10.3         
Export Administration. Licensee agrees to comply with all
relevant export laws and regulations of the United States and the country or
territory in which any products based upon or incorporating the Licensed
Intellectual Property are delivered ("Export Laws") to assure that no
product is (1) exported, directly or indirectly, in violation of Export Laws or
(2) intended to be used for any purposes prohibited by the Export Laws.


10.4         Headings. The headings appearing in this Agreement are inserted
for convenience only, and will not be used to define, limit or enlarge the
scope of this Agreement or any of the obligations herein.


10.5          Counterparts. This Agreement may be executed in counterparts,
each of which will be an original, and such counterparts together will
constitute one and the same instrument. Execution may be effected by delivery
of facsimiles of signature pages (and the Parties will follow such delivery by
prompt delivery of originals of such pages).

 

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10.6         
Compliance with Law. Each Party agrees to comply with all
federal, state and local laws and regulations applicable to this Agreement.


10.7         
Successors and Assigns. Licensee shall provide Licensor thirty
(30) days written notice prior to any assignment of this Agreement or any of
its rights hereunder, including, without limitation, any transfer, assignment
or sublicense of the Licensed Intellectual Property.  Any attempted assignment
by Licensee without providing Licensor such thirty (30) days prior written
notice shall be void. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.


10.8         Waiver.  No waiver by either Party of any breach shall be deemed
as a waiver of any prior or subsequent breach of the same or any other
provision of this Agreement.


10.9         
Integration. This Agreement, along with the Asset Purchase
Agreement and the agreements referenced therein, represents the entire
understanding of the Parties with respect to the subject matter hereof and
supersedes all previous representations, understandings or agreements, oral or
written.  Any modification to this Agreement must be in writing signed by the
Party against whom such modification is to be enforced.



10.10       
Authority. Each Party represents and warrants that the person
signing this Agreement on its behalf has full right, power and authority to
bind such Party and such execution of this Agreement has been duly authorized.


10.11      
Attorneys' Fees. If any action, at law or in equity, is necessary
to enforce or interpret this Agreement, the prevailing Party shall be entitled
to recover reasonable attorneys' fees, costs and necessary disbursements from
the non-successful Party in addition to any other relief to which it may be
entitled.


[SIGNATURES CONTAINED ON THE FOLLOWING PAGE]

 

 

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INTENDING TO BE LEGALLY BOUND, the parties have executed this
Agreement on and as of the Effective Date set forth above.




LICENSOR:                                                                LICENSEE:    
 


PRO-DEX, INC.                                                        INTRAVANTAGE,
INC.





By:   /s/ Patrick Johnson                                                By:
  /s/ Daniel W. Larkin                      





        Its:
 President & C.E.O.                                                Its:

 President & C.O.O.              
 

 

 

 

 

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EXHIBIT A


TO


EXCLUSIVE LICENSE AGREEMENT


Licensed Intellectual Property




Patents



1.         United States

Patent No. 5,927,976

Issued



2.         United States

Patent No. 6,626,887

Issued


Patent
Applications



3.         United States

Cont. Appl. No. 10/662,744

Pending



4.         Canada

Appl. No. 2253897

Pending



5.         Europe

Appl. No. 97933174.1

Pending



6.         Japan

Appl. No. 10546927

Pending


	
   	

   	

   


































 




EXHIBIT B


TO


EXCLUSIVE LICENSE AGREEMENT


Asset Purchase Agreement


[Attached]