PATENT
& LICENSING  RIGHTS
AGREEMENT


 


This
Agreement is
a Patent
Licensing rights
agreement  between
bioMETRX, Inc., (bioMETRX)
 and
Axius Consulting
 Group, Inc.
(Licensee).


 


RECITALS


 


bioMETRX,
Inc. is
the owner
of an
exclusive  license
to U.S. Patent
Number 6,766,040


(the
"Patent").


 


Licensee
desires to
develop and
engage in
sales of
products covered
by the
Patent and
use such technology
for the benefit
of bioMETRX
and Licensee.


 


NOW,
THEREFORE,  in
consideration of
the mutual
covenants and
premises  herein
contained, the
Parties agree
as follows:


 


1.
EFFECTIVE DATE


 


This
Agreement is effective March
1, 2009 ("Effective Date").


 


2.
 THE PATENT


 


bioMETRX,
Inc. has an exclusive right and license to use and sublicense,
the intellectual
property claimed
in patent no.
6,766,040 (the
"Patent") owned by Biometric
Solutions,


LLC.


 


		3.	LICENSEE
                                         RIGHTS



 


bioMETRX,
Inc., hereby
grants to
Licensee a
royalty-based,  ($0.50
per unit)


exclusive license under
their Patent License to
use, manufacture, have manufactured,
license and/or sell Licensed intellectual
property for any legal
purpose within North
America within the health
care and consumer health
markets. This grant is
subject to all consideration
as provided herein, and is further
subject to rights
retained by bioMETRX, Inc.


 


Licensee
 may grant
sublicenses to
third parties
consistent with
this Agreement
and will have
the right
to charge a licensing
fee to such sublicensees, consistent
with industry standards for
similar products and technology.
 Licensee
agrees to pay
bioMETRX 50% of any licensing
fee paid by sublicensee
for use of
the Patented technology within
its products.  Licensee
must deliver to bioMETRX
a true and
correct copy of each sublicense granted
by Licensee, and
any modification or
termination thereof, within
30 days after
execution, modification, or termination.


 


Licensee
shall keep
complete and
accurate records
appropriate to
determine all
licensing fees
payable under
this Article for the
preceding Three (3) years.




    	 



    	 



    

Licensee
shall on
a quarterly
basis, prepare a
statement of
licensing fees paid
by any
Sublicensee for the sale
of products incorporating
the Patented technology.


Upon
review and
acceptance by
bioMETRX, Axius
shall remit
to bioMETRX,
its share
of the
Licensing fees. 


 


If
bioMETRX believes
there is
a material
deficiency in
the licensing
fee statements prepared
by Axius
it may,
at its
own expense, request an
audit of the
statement by a reputable
certified public
a ccountant or accounting
firm (accountant).  bioMETRX,
shall have access
to such records maintained
by Licensee as may
be necessary to:


 


I) determine,
with respect
to any
of the
three (3) preceding years, the correctness
of any licensing fee  statement under
this Agreement, or 2)
obtain information as to the amount payable
in the case of Licensee's failure
to report pursuant to this Agreement. The accountant shall conduct its audit in a
manner that shall not unreasonably interfere with the business  of
Licensee. In the event that the licensing fee statement for any quarter differs by more than 5% from actual as determined by said
accountant, then Licensee shall pay to
bioMETRX the actual amount due plus the cost
to bioMETRX for the accountant. The accountant shall execute confidentiality agreements in
a form acceptable to Licensee prior to
the commencement of the audit.


 


		4.	TERM
                                         AND TERMINATION



 


The
term of this Agreement is from the Effective Date to the full end
of the term or terms
for which Patent Rights have
not expired or, if
only Technology Rights are licensed and no Patent Rights are applicable,
for a term of 8 years.


 


This
Agreement will earlier terminate:


 


		a.	automatically
                                         if Licensee becomes bankrupt or insolvent
                                         and/or
                                         if the business
                                         of
                                         Licensee is
                                         placed
                                         in the hands of a
                                         receiver, assignee, or trustee, whether by
                                         voluntary act of Licensee or otherwise;
                                         or



 


		b.	upon
                                         90 days written notice if Licensee breaches or defaults on
                                         any other obligation
                                         under this Agreement, unless, before the end of
                                         the
                                         90 day period,
                                         Licensee has cured the default or breach
                                         and so notifies bioMETRX stating the manner
                                         of the cure; or



 


c.
 at
any time by mutual written agreement between the parties, upon 180 days
written notice to all parties and subject to any terms herein which
survive termination;


 


If
this Agreement is terminated for any cause:


 


		a.	nothing
                                         herein will be construed to release
                                         either
                                         party of any obligation matured
                                         prior
                                         to the effective date of the termination;





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		b.	after
                                         the effective date of the termination, Licensee may sell
                                         all Licensed
                                         Products and parts that it has on hand at
                                         the date of termination, if it pays royalties
                                         of 1.5% of the net sale thereon; and



		c.	Licensee
                                         will be bound by the provisions of Indemnification and Confidential
                                         Information
                                         of this Agreement.



 





		5.	INFRINGEMENT
                                         BY THIRD PARTIES



 


Licensee,
at its expense, may enforce any patent licensed hereunder against
infringement by third parties and
it is entitled to retain recovery from such enforcement. Licensee must pay Biometric
Solutions, LLC a royalty of 40% on any
net, after professional fees, monetary recovery if the monetary recovery is
for damages or a reasonable royalty in lieu thereof. If Licensee does not file suit against
a substantial infringer of a patent
within 6 months of knowledge thereof,
then bioMETRX may enforce any patent
licensed hereunder on behalf of itself and
Licensee, bioMETRX retaining all
recoveries from such enforcement.


 


bioMETRX
agrees to
be joined
as a
party to
any infringement
suit commenced
by Licensee. 
bioMETRX has
the option to 
select and retain
independent legal counsel, at


its
sole expense,
 to
represent its
interests during
the course
of any
infringement suit.


 


In
any infringement suit or dispute, the parties agree to cooperate fully with each other.
At the request and expense of the party bringing suit, the other party will permit access
to all relevant personnel, records, papers, information, samples, specimens, etc., during regular
business hours.


 


		6.	ASSIGNMENT



 


Except
in connection with
the sale of substantially all
of Licensee's assets
to a third party,
this Agreement may not be assigned by Licensee without the prior written consent
of Biometric Solutions, LLC, which will
not be unreasonably withheld.


 


		7.	PATENT
                                         MARKING



 


Licensee
must permanently and legibly mark all products
and documentation
manufactured or sold by it
under this Agreement with a
patent notice as may be
permitted or required under Title 35, United States Code.


 


		8.	INDEMNIFICATION
                                         AND INSURANCE



 


Licensee
agrees to hold harmless and
indemnify bioMETRX, its
managers, members,
officers, employees and agents from and against any
claims, demands, or causes of action
whatsoever, including without limitation those
arising on account of any injury or




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death
of persons or damage to property caused
by, or arising out
of, or resulting from, the
exercise or practice of the license granted hereunder by Licensee, its Affiliates or
their officers, employees, agents or representatives.


 


In
no event shall bioMETRX be liable for any indirect, special,
consequential or punitive
damages (including, without limitation, damages for
loss of profits or expected savings or
other economic losses, or for injury to persons or property) arising out of or in connection
with this Agreement or its subject matter,
regardless of whether bioMETRX knows or
should know of the possibility of such
damages.


  


		9.	INSURANCE



 


Beginning
at the time when any Licensed Subject Matter is being
distributed or sold (including
for the purpose of obtaining regulatory approvals) by Licensee or by a
sublicensee, Licensee or sublicensee shall,
at its sole cost and expense, procure
and maintain commercial general liability
insurance in amounts not less than $1,000,000 per
incident and $1,000,000 annual aggregate, and Licensee shall use
reasonable efforts to have
the Board, System, University, its Regents, officers, employees and agents named as
additional insured's. Such commercial general liability insurance shall provide (i)
product liability coverage; (ii) broad form contractual liability coverage for Licensee's
indemnification under this Agreement; and (iii) coverage for litigation costs.
The minimum amounts of insurance coverage
required shall not be construed to create a limit
of Licensee's liability with respect to its indemnification under this Agreement.


 


Licensee
shall provide bioMETRX with written evidence of such insurance upon
Biometric Solutions,
LLC's request. Licensee shall provide
bioMETRX with written notice
of at least fifteen (15) days prior to the
cancellation, non-renewal or material
change in such insurance.


 


Licensee
shall maintain such commercial general liability insurance beyond the
expiration or termination
of this Agreement during (i) the period that any Licensed
Subject Matter developed
pursuant to
this Agreement is being commercial distributed or
sold by Licensee or by a sublicensee
or agent of Licensee; and (ii) the five (5) year
period immediately after such period.


 


		10.	CONFIDENTIAL
                                         INFORMATION AND PUBLICATION



 


bioMETRX
and Licensee each agree that
all information contained
in documents marked
"confidential" and forwarded to one by
the other (i) be
received in strict
confidence, (ii) be used
only for the purposes of this Agreement, and (iii) not be
disclosed by the recipient
party, its agents or
employees without
the prior written consent
of the other party, except to the extent that the recipient party can establish
competent written proof
that such information:




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		a.	was
                                         in the public domain at the time of disclosure;



 


		b.	later
                                         became part of the public domain through no act or omission of the recipient
                                         party, it's
                                         employees, agents,
                                         successors or
                                         assigns;



 


		c.	was
                                         lawfully disclosed to the recipient
                                         party
                                         by a third
                                         party having the right to disclose
                                         it;



 


		d.	was
                                         already known by the recipient
                                         party
                                         at the time of disclosure;



 


		e.	was
                                         independently developed by the recipient; or



 


		f.	is
                                         required by law or regulation to be disclosed.



 


Each
party's obligation
of confidence hereunder shall be
fulfilled by using at least
the same degree of
care with the other party's confidential
information as it uses to
protect its own confidential information.
This obligation shall exist while this Agreement is in force
and for a period of 3 years thereafter.


 


		11.	ALTERNATE
                                         DISPUTE RESOLUTION



 


Any
dispute or
controversy arising
out of
or relating
to this
Agreement, its
construction or
its actual
or alleged
breach will
be decided by
mediation. If the mediation
does not result
in a resolution of
such dispute
or controversy,
it will be
finally decided by an
appropriate method of alternate
dispute resolution, including
without limitation,
arbitration, conducted by
the American Arbitration
Association. Each Party
will choose  one independent
arbitrator. The two
arbitrators so
chosen shall jointly
select a third arbitrator familiar
with the technology.
The arbitrators shall
have no power to
award damages inconsistent with
this Agreement
or punitive damages
or any other
damages not measured by
the prevailing Party's
actual damages, and
the Parties expressly waive
their right
to obtain such
damages in arbitration or
in any other
forum. All aspects
of the
arbitration shall be
treated as


confidential.
 Decision
of the
arbitrators shall
be final
and the
Parties agree
to entry of
such decision
as judgments in courts of
appropriate jurisdiction both
in the
U.S.A. and
all other countries.
The provisions of this
Article 11 will
not apply to
decisions on
the validity
of patent
claims or to
any dispute or controversy
as to which
any treaty or law
prohibits such arbitration.


 


		12.	GENERAL



 


This
Agreement constitutes the entire and only agreement between the parties for
Licensed Subject Matter and
all other prior negotiations,
representations, agreements,
and understandings are superseded hereby. No
agreements altering or supplementing the
terms hereof may be made except by a
written document signed by both parties.


 


Any
notice required by this
Agreement must be given by
prepaid, first class, certified
mail, return receipt requested and addressed to:




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bioMETRX,
Inc


 


500
North Broadway, Suite 204


 


Jericho,
NY 11753


 


or in the case of Licensee to:
Axius Consulting Group, Inc.


 


150 Motor Parkway, Suite 401
Hauppauge, NY


 


ATTENTION:
FAX:  PHONE:



 


or
other addresses as may be
given from time to time under
the terms
of this notice provision.


 


Licensee
must comply with all applicable
federal, state and local laws and regulations in
connection with its activities
pursuant to this Agreement.


 


This
Agreement will be
construed and enforced in accordance with the laws of the United
States of America and of the State of
New York.


 


Failure
of bioMETRX, Inc. to enforce a
right under this Agreement will not act as a waiver of that right or the ability
to later assert that right relative to the particular
situation involved.


 


Headings
are included herein for convenience only and shall not
be used to construe this Agreement.


 


If
any part of this Agreement is for any reason found to be unenforceable,
all other parts nevertheless remain enforceable. 


 


IN
WITNESS WHEREOF, parties hereto have caused their duly authorized to execute
this Agreement: 





	bioMETRX, Inc.	Axius Consulting Group, Inc.
	By: /s/ Mark R. Basile	By: /s/ Lorraine Yarde
	Name: Mark R. Basile	Name: Lorraine Yarde
	Date: 3/1/2009	Date: 3/1/2009






 



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