Helius Medical Technologies, Inc. - Exhibit 10.8 - Filed by newsfilecorp.com






LICENSE AGREEMENT 

THIS AGREEMENT (hereinafter referred to as the "Agreement") is
made by and between COMPANY: 

	Advanced NeuroRehabilitation, LLC 	of 	510 Charmany Dr, Suite 175F 
	  	  	Madison, WI 53719 


        
   (a Limited Liability Company organized under the laws of the
State of Wisconsin), and the PRINCIPALS of COMPANY: 

	Yuri P. Danilov 	of 	1201 Devonshire Court 
	  	  	Middleton, WI 53562 
	Mitchell E. Tyler 	of 	725 Jenifer Street 
			Madison, WI 53703 
	Kurt A. Kaczmarek 	of 	4308 S. Owen Drive 
			Madison, WI 53711 
	John P. Klus 	of 	2626 Waunona Way 
			Madison, WI 53713 


WHEREAS: 

	A. 	
      Certain of the PRINCIPALS, namely Yuri P. Danilov,
      Mitchell E. Tyler, and Kurt A . Kaczmarek (hereinafter INVENTORS), have
      conceived and developed the invention(s) described in U.S. Patent Appln.
      12/348,301 filed January 4, 2009, and U.S. Provisional Appln. 61/019,061
      filed January 4, 2008 (the APPLICATIONS);

	 	 
	B. 	
      The PRINCIPALS are owners and/or managing officers of the
      COMPANY, which was established to further develop and commercialize the
      invention(s) described in the APPLICATIONS;

	 	 
	C. 	
      The PRINCIPALS (including the INVENTORS), both on behalf
      of the Company and on their own behalf, as well as the COMPANY, represent
      that the INVETORS are the owners of the APPICATIONS and all right, title,
      and interest therein; and regard any prior transfers of right, title, and
      /or interest from the INVETORS to the COMPANY to be null and void (or if
      not null and void, then hereby rescinded and reversed), such that the
      INVETORS are the owners of the APPLICATIONS and all right, title, and
      interest therein;



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	D. 	
      The COMPANY, as well as the PRINCIPALS (including the
      INVENTORS), wish to have the COMPANY enter into an exclusive, irrevocable,
      and fully paid up license agreement covering the APPLICATIONS whereby
      COMPANY assumes all rights that would be exercisable by the INVENTORS in
      the absence of this Agreement, save that the INVENTORS will retain
      ownership in, and legal title to, the APPLICATIONS and any . patents
      issuing therefrom, including any patents claiming priority to the
      APPLICATIONS.



NOW, THEREFORE, in consideration of the preceding and the
mutual covenants recited below, and for other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows: 

	1. 	
      License Grant. The INVENTORS hereby grant to the
      COMPANY a License to the APPLICATIONS, and to any patents issuing
      therefrom or claiming priority to the APPLICATIONS, with such License
      providing the COMPANY with the right to make, use, sell, market, and/or
      import the invention(s), the right to enforce any such patents, and
      otherwise allowing the COMPANY to exercise all rights that would be
      exercisable by the INVENTORS in the absence of this Agreement (save for
      any rights that, by law, cannot be granted to the COMPANY, in which case
      such rights are retained by the INVENTORS).

	 	 
	2. 	
      Effective Date. This Agreement, and the License
      therein, is effective as of the last date of execution below.

	 	 
	3. 	
      Exclusivity. The License is exclusive, and the
      INVENTORS may not exercise any of the rights transferred to the COMPANY
      herein unless such exercise is authorized by the COMPANY.

	 	 
	4. 	
      Revocability and Termination. Subject to the right
      of reversion noted in Section 6 of this Agreement (below), the License is
      irrevocable, and the License and other obligations of this Agreement will
      endure so long as the APPLICATIONS (or any subsequent patent Applications
      claiming priority therefrom) are still pending, or so long as any patents
      issuing from such applications are enforceable. This Section 4 is not
      subject to subsequent modification or waiver as per Section 11 of this
      Agreement (below).



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	5. 	
      Right to Sublicense and/or Transfer. This
      Agreement will inure to the benefit of and be binding upon the parties, as
      well as their successors and assigns. The COMPANY may sublicense its
      rights under this Agreement to one or more sublicensees, or transfer its
      rights under this Agreement to a successor COMPANY, with any successor
      COMPANY and/or sublicensees thereafter being subject to the right of
      reversion noted in Section 6 of this Agreement
(below).




	6. 	
      Reversion of Rights. Should the COMPANY be
      liquidated, dissolved, declared insolvent, or be the subject of a petition
      in bankruptcy filed by or against the COMPANY, the License will terminate,
      and all rights thereunder will revert to the INVENTORS. All sublicenses
      granted under the License will similarly terminate, though the INVENTORS
      may, at their discretion, allow any sublicense to continue, so long as the
      sublicense is confirmed in writing by the INVENTORS.

	 	 
	7. 	
      Payments. The License is fully paid up, such that
      no license or other fees are due to the INVENTORS by the COMPANY under
      this Agreement, nor do the terms of this Agreement generate any fee
      obligations to any other party to this Agreement.

	 	 
	8. 	
      Non-Aggression. The PRINCIPALS, including the
      INVENTORS, shall not at any time, directly or indirectly, oppose the grant
      of the APPLICATIONS, nor dispute the validity or enforceability of the
      APPLICATIONS, nor cooperate in any suit, claim, counterclaim or defense
      against the APPLICATIONS, nor take the foregoing or other adverse action
      against any patents issuing therefrom or claiming priority to the
      APPLICATIONS.

	 	 
	9. 	
      Representation of Right to Grant License. All
      parties to this agreement represent and warrant that the INVENTORS have
      the right and authority to grant the License granted to the COMPANY in
      this Agreement, and that this Agreement and the License granted therein do
      not and will not conflict with the terms of any other agreement between
      the parties.

	 	 
		
      Otherwise, no parties make any representations and or
      warranties of any kind, either express or implied. In particular, and
      without limitation, nothing in this Agreement shall be construed
  as:




	 	(a) 	
      a warranty or representation as to the validity or scope
      of the APPLICATIONS, or _ of any patents issuing therefrom or claiming
      priority to the APPLICATIONS;

	 	 	 
	 	(b) 	
      a warranty or representation that anything made, used,
      marketed, sold, or imported under any License granted in this Agreement is
  or will be free from infringement of patents of third parties; 



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      (c ) 
	
      an obligation on the part of any party to this Agreement
      to bring or prosecute actions against third parties for infringement of
      the APPLICATIONS or of any patents issuing therefrom or claiming priority
      to the APPLICATIONS (save that the INVENTORS agree to cooperate in any
      such actions brought by the COMPANY, so long as the COMPANY covers any
      expenses reasonably incurred by the INVENTORS in the course of such
      cooperation). 




	10. 	
      Severability. If any provision of this Agreement
      is declared by a court of competent jurisdiction to be invalid, illegal,
      unenforceable, or void then both parties shall be relieved of all
      obligations arising under such provision, but only to the extent that such
      provision is invalid, illegal, unenforceable, or void. If the remainder of
      this Agreement is capable of substantial performance, then each provision
      not so affected shall be enforced to the extent permitted by
  law.




	11. 	
      Waiver and Modification. No modification of any of
      the terms of this Agreement will be valid unless in writing and signed by
      both parties. No waiver by either party of a breach of this Agreement will
      be deemed a waiver by such party of any subsequent breach.

	 	 
	12. 	
      Headings. The headings in this Agreement are for
      reference only and shall not in any way control the meaning or
      interpretation of this Agreement.




	13. 	
      Interpretation. No provision of this Agreement is
      to be interpreted for or against any party because that party or its
      attorney drafted the provision.




	14. 	
      Governing Law. This Agreement shall be construed,
      governed, interpreted, and applied in accordance with the laws of the
      State of Wisconsin.

	 	 
	15. 	
      No Other Agreement. The parties each represent
      that in entering into this Agreement, they rely on no promise, inducement,
      or other agreement not expressly contained in this Agreement; that they
      have read this Agreement and discussed it thoroughly with their respective
      legal counsel; that they understand all of the provisions of this
      Agreement and intend to be bound by them; and that they enter into this
      Agreement voluntarily.

	 	 
	16. 	
      Entire Agreement. This Agreement constitutes the
      complete and exclusive statement of the understandings, terms, and
      conditions between the parties relating to the APPLICATIONS, which supersedes and merges all prior proposals,
understandings and all other agreements, oral and written, between the parties
relating to the APPLICATIONS. 



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	17. 	
      Counterparts. This Agreement may be executed in
      counterparts, which taken together shall constitute one
  document.



Executed by Yuri P. Danilov on this 29th day of
June, 2011.

PRINCIPAL / INVETOR:
       /s/ Yuri
Danilov                                                                                 
                                                        
Yuri P. Danilov 


       
    Yuri P. Danilov (1) appeared before me; (2) provided
identification verifying that he is the person whose name and signature is set
forth above; (3) verified that he understands the type, intended purpose, and
effect of this document; (4) verified that this document is signed voluntarily,
as an act of his own free will; and (5) either signed the document above, or
confirmed that he made the signature above.

	 	State of: 	  
	 	  	        
      Holly A
      Heenan                               
	 	            Wisconsin                       
	NOTARY PUBLIC -
    NAME  
	 	  	  
	 SEAL 	      	                     6/29/11                                   
	 	County of: 	DATE OF NOTRARIZATION 
	“Notary’s Stamp” 		  
	 	       Dane                                     	My commission expires 
	 	  	  
	 	  	                5/13/2012                                    


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Executed by Mitchell E. Tyler on this 29th day of
June, 2011.

PRINCIPAL /
INVETOR:        /s/ Mitchell E.
Tyler                                                                  
                                                        
Mitchell E. Tyler 


         
  Mitchell E. Tyler (1) appeared before me; (2) provided
identification verifying that he is the person whose name and signature is set
forth above; (3) verified that he understands the type, intended purpose, and
effect of this document; (4) verified that this document is signed voluntarily,
as an act of his own free will; and (5) either signed the document above, or
confirmed that he made the signature above.

	 	State of: 	  
	 	  	        
      Holly A
      Heenan                               
	 	            Wisconsin                       
	NOTARY PUBLIC -
    NAME  
	 	  	  
	 SEAL 	      	                     6/29/11                                   
	 	County of: 	DATE OF NOTRARIZATION 
	“Notary’s Stamp” 		  
	 	       Dane                                     	My commission expires 
	 	  	  
	 	  	                5/13/2012                                    


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Executed by Kurt A. Kaczmarek on this 29th day of
June, 2011.

PRINCIPAL / INVETOR:
        /s/ Kurt A.
Kaczmarek                                                                         
                                                          Kurt
A. Kaczmarek 


         
  Kurt A. Kaczmarek (1) appeared before me; (2) provided
identification verifying that he is the person whose name and signature is set
forth above; (3) verified that he understands the type, intended purpose, and
effect of this document; (4) verified that this document is signed voluntarily,
as an act of his own free will; and (5) either signed the document above, or
confirmed that he made the signature above.
	 	State of: 	  
	 	  	        
      Holly A
      Heenan                               
	 	            Wisconsin                       
	NOTARY PUBLIC -
    NAME  
	 	  	  
	 SEAL 	      	                     6/29/11                                   
	 	County of: 	DATE OF NOTRARIZATION 
	“Notary’s Stamp” 		  
	 	       Dane                                     	My commission expires 
	 	  	  
	 	  	                5/13/2012                                    



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Executed by John P. Klus on this 29th day of June,
2011.

PRINCIPAL / INVETOR:
             /s/
John P.
Klus                                                                                      
                                                              
John P. Klus 


       
    John P. Klus (1) appeared before me; (2) provided
identification verifying that he is the person whose name and signature is set
forth above; (3) verified that he understands the type, intended purpose, and
effect of this document; (4) verified that this document is signed voluntarily,
as an act of his own free will; and (5) either signed the document above, or
confirmed that he made the signature above.

 

	 	State of: 	  
	 	  	        
      Holly A
      Heenan                               
	 	            Wisconsin                       
	NOTARY PUBLIC -
    NAME  
	 	  	  
	 SEAL 	      	                     6/29/11                                   
	 	County of: 	DATE OF NOTRARIZATION 
	“Notary’s Stamp” 		  
	 	       Dane                                     	My commission expires 
	 	  	  
	 	  	                5/13/2012                                    


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