Exhibit
10.1

 


	
       EXCLUSIVE LICENSE
  AGREEMENT

	 
	
       between

	 
	
       ACCUDX CORPORATION

	 
	
       and

	 
	
       GRANT LIFE SCIENCES,
  INC.




 

THIS
LICENSE AGREEMENT is made and entered into as of this 7th day of
March, 2005 (“Effective Date”), by and between the ACCUDX CORPORATION, a
California corporation with offices located at 9466 Black Mountain Road, Suite
130, San Diego, CA 92126 USA (hereinafter referred to as "Licensor") and GRANT
LIFE SCIENCES, INC., a Nevada corporation with its principal place of business
at 64 East Winchester, Suite 205, Murray, UT 84107 USA (hereinafter referred to
as "Licensee"). 




WHEREAS,
Licensor owns certain rights, title, and interest in and to the Licensed
Technology (as defined herein), as follows:

 


	
      
	
      1.
	
      DxStrip
      HIV-1 and HIV-2, Rapid Test for HIV-1 and HIV-2, Catalogue # DSH3CS204,
      for in-vitro diagnostic use only.




 



	
      
	
      2.
	
      AccuSpotTM
      Dengue Fever, Rapid Test for Dengue Fever IgM and IgG, Catalogue
      #ASDF-CS201, for in-vitro diagnostic use
only.





	 	 	 




	 	3.	Trade Secrets/Know-how/manufacturing support - Colloidal
      Gold Suspension /Colloidal
      Gold custom manufacturing business;
and




 

WHEREAS,
Licensor wishes to have the Licensed Technology further developed and marketed
at the earliest possible time in order that products resulting therefrom may be
available for public use and benefit; and

 

WHEREAS,
Licensee desires to hereby enter into this Agreement whereby Licensee obtains
the exclusive rights to use the Licensed Technology for commercial purposes;
and

 

WHEREAS,
Licensee represents that it possesses the expertise to do so; and

 

WHEREAS,
Licensor is willing to enter into this Agreement with Licensee, under the terms
and conditions set forth herein.

 

NOW,
THEREFORE, in consideration of the mutual covenants and premises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:

 

ARTICLE
1. DEFINITIONS




The
following terms as used herein shall have the following meaning:




1.1  “Affiliate”
shall mean a corporation, company, partnership, or other legal entity that
controls or is controlled by, or is under common control, by Licensee. In the
case of a corporation or company, “control” means ownership either directly or
indirectly of at least fifty percent (51%) of the voting securities of a
corporation or other business organization with voting securities or (ii) a
fifty-one percent (51%) or greater interest in the net assets or profits of a
partnership or other business organization without voting
securities..























1.2  "Agreement"
or "License Agreement" shall mean this Agreement.

 

1.3  Authorized
Uses” shall mean uses of the Licensed Technology to develop and make and have
made Licensed Product(s) for use, license, market, distribution and
sale.

 

1.4  "Field of
Use" shall mean: commercial sale. 

 

1.5       “Licensed
Product(s)” shall mean products or services, the development, manufacture, use
or sale of which would require the use of Licensed
Technology.





1.6  "Licensed
Technology” shall mean (i) DxStrip HIV-1 and HIV-2, Rapid Test for HIV1 and
HIV-2, Catalogue # DSH3CS204; (ii) AccuSpotTM Dengue Fever, Rapid Test for Dengue
Fever IgM and IgG, Catalogue #ASDF-CS201; and (iii) Trade Secrets/Know
how/manufacturing support - Colloidal Gold Suspension /Colloidal Gold custom
manufacturing business.

 

1.7        "Licensed
Territory" shall mean worldwide.

 

1.8   “Net
Sales” means the amounts invoiced by Licensee and its Affiliates for the
arms-length sale of Licensed Product to customers and distributors, less
qualifying costs directly attributable to such sale and actually identified on
the invoice. Such qualifying costs shall be limited to the
following:




(a)  Customary
trade, quantity, cash and prompt payment discounts to wholesalers and
distributors; 

 

(b)  Credits
or refunds, not exceeding the original invoice amount, for claims, rejections
and returns;

 

(c)  Actual
outbound transportation costs and transportation insurance
premiums;

 

(d)  Any taxes
or other governmental charges levied on the production, sale, transportation,
delivery, or use of any Licensed Material or Licensed Product, paid by or on
behalf of Licensee, any Affiliate of Licensee, or a Sublicensee; 

 

(e)  Bad debts
and any cost of collection; and 

 

(f)  Costs
incurred by Licensee for providing samples to customers in reasonable and
customary amounts.




In any
transfers of Licensed Technology or Licensed Product between Licensee and its
Affiliate, Net Sales shall be calculated based on the final sale of the Licensed
Technology or Licensed Product to a Third Party. In the event that Licensee or a
Licensee Affiliate receives non-cash consideration for any Licensed Technology
or Licensed Products, Net Sales shall be calculated based on the fair market
value of such consideration. 

 







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ARTICLE
2. GRANT OF LICENSE


 

2.1  Exclusive
License. Subject
to compliance with this Agreement, and subject to the reservation of rights
stated below, Licensor grants to Licensee an exclusive license to the Licensed
Technology on a royalty-bearing basis, including the exclusive right to grant
sublicenses, for revenue-generating Authorized Uses in the Field of Use in the
Licensed Territory.
Licensee may not sell Licensed Technology to a third-party or seek patent
protection for Licensed Technology. In order to ensure that Licensee can use the
license, Licensor will supply know-how, any and all constructs, any and all
clones, any and all recombinant proteins, any and all antibodies, any and all
equipment, reagents and other such materials as required to manufacture and sell
Licensed Technology.




2.2 Exclusivity.




(a) Except as
otherwise provided in this Article 2, during the Term, Licensor shall not,
directly or indirectly, (i) sell or distribute in the Licensed Territory other
than to or through Licensee as provided herein any Licensed Products, or (ii)
use or grant any other license for the use of the Licensed Technology in
connection with the sale or distribution of Licensed Products in the Licensed
Territory; provided,
however, that
nothing contained herein shall prevent Licensor or its Affiliates or any of
their other distributors or licensees from (A) manufacturing, selling or
distributing in the Licensed Territory goods of all types and descriptions other
than Licensed Products (or from using or granting any other license for the use
of the Licensed Technology in connection with the manufacture, sale or
distribution of such goods) or (B) manufacturing, selling or distributing in the
Licensed Territory Licensed Products using technology that is not the Licensed
Technology




(b) All
products, other than Licensed Products, manufactured and/or sold by Licensee
shall be distinguished from Licensed Products, and Licensee shall avoid
confusing similarity between such other products and Licensed Products. In
furtherance of the foregoing, Licensee shall not manufacture and/or sell any
products (other than Licensed Products) that are equivalent or higher quality
than Licensed Products or are otherwise directly competitive in the marketplace
with Licensed Products.   




2.3 Sublicensing.
Licensee will have the exclusive right to grant sublicenses, limited to the
Field of Use, consistent with the terms and conditions of this Agreement
provided that as between Licensor and Licensee, Licensee will be responsible for
the enforcement of such terms and conditions. Except as Licensor may in its
discretion otherwise agree in writing, any sublicense granted by Licensee under
this Agreement will provide for termination upon termination of this Agreement.
Licensee will provide to Licensor notice of all intended sublicense
agreements. Licensee
will provide the Licensor written notice of all intended sublicense agreements
and provide copies of all such sublicense agreements at least ten (10) days in
advance of final signature, for consent of Licensor, such consent not to be
unreasonably withheld and to be acted on in an expeditious manner.







ARTICLE
3. OPERATIONS UNDER THE LICENSE

 

3.1 Licensee
shall use its commercially reasonable best efforts throughout the term of this
Agreement to promote the sale, marketing and distribution of the Licensed
Products, in the licensed Field of Use and to create, supply, and market in the
Licensed Territory. Except as expressly set forth in this Agreement, Licensee
will be solely responsible for the selling, marketing and distribution of the
Licensed Products.. 

 







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3.2 At the
option of the Licensee, Licensor shall use its best efforts to assist Licensee
in facilitating manufacturing at the Licensor’s FDA/GMP-compliant contract
manufacturing maquiladora facility in Tijuana, Mexico or another facility at
which the Licensor manufactures Licensed Products. 




3.3 Licensee
shall have the right, at its own expense, to apply for additional patents
relating to the Licensed Technology. Licensor shall use its best efforts to
cooperate with Licensee in facilitating any such patent applications. The Patent
Applications shall be assigned for use by the Licensee but will be owned by
Licensor subject to Article 9 herein.




ARTICLE
4. CONSIDERATION FOR LICENSE




4.1 License
Fee.





(a) Licensee
shall pay Licensor a one-time license fee in the amount of fifteen thousand
dollars ($15,000) upon execution hereof by delivery of a check payable to the
order of AccuDx, Inc. or, at the Licensor’s option, by wire transfer of
immediately available funds to an account designated by the Licensor. Said
license fee shall not be credited toward any other obligation of Licensee under
this Agreement.




(b) Licensee
shall deliver a promissory note upon execution hereof as additional compensation
with a $35,000 principal amount bearing interest at 6% per annum on the
outstanding balance paid quarterly in arrears and with a term of two years from
date of closing. The note shall amortize quarterly in arrears over the term of
the note in an amount equal to $4,375 per period. 




4.2 For a
period of two years after the effective date hereof, should the Licensee make
any public offering of its securities pursuant to an effective registration
statement under the Securities Act of 1933, as amended, Licensor shall be
entitled, and the Licensee agrees, to include in such registration any or all of
the common stock issuable granted to Licensor by the Licensee as consideration
hereunder (commonly referred to as “Piggyback Registration Rights”). Such
Piggyback Registration Rights, include, at Licensor’s option, registration on
Form SB-2. Notwithstanding the foregoing, the Licensor shall have no Piggyback
Registration Rights with respect to the Company’s current registration statement
on file with the Securities and Exchange Commission or upon any amendments
thereto. All such registration rights shall be subject to customary market
stand-off and underwriter cutback provisions.




4.3 Royalty
On Net Sales. As
further consideration for the grant of rights hereunder, Licensee will pay
Licensor a royalty equal to three percent (3%) of Net Sales of Licensed Product.


 



ARTICLE
5. REPORTS AND PAYMENTS




5.1  Written
Reports.
Licensee agrees to make written reports and payments of earned royalties to
Licensor within thirty (30) days of the end of each calendar quarter for the
term of this Agreement. For the quarter being reported, Licensee will provide:






	(a)  	
      For
      each Licensed Product, the Net Sales during the reporting
      period.




 


	(b)  	
      Total
      payments due to Licensor, with supporting
calculations.




 

Concurrent
with the issuance of each report, Licensee shall pay Licensor the amounts due
for the quarter covered by such report. Reports are required even if no earned
royalties are due. 










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5.2 Payments. All
monies to be paid by Licensee hereunder shall be paid in U.S. Dollars. To the
extent that Net Sales received by Licensee in any calendar quarter are received
in currencies other than U.S. Dollars, for purposes of calculating the royalties
due hereunder, such Net Sales shall be converted to U.S. Dollars at the exchange
rate existing between the U.S. Dollar and the relevant currency on the last day
of such calendar quarter, as such rate is determined by the Chase Manhattan Bank
of New York. Payments required under this Agreement shall, if overdue, bear
interest until payment at a per annum rate two percent (2%) above the prime rate
in effect as published in the Wall
Street Journal on the
due date. The payment of such interest shall not foreclose Licensor from
exercising any other rights it may have because any payment is
late.




ARTICLE
6. CONFIDENTIALITY




6.1 Licensee
Obligations.
Licensee shall keep the Licensed Technology confidential, except to the extent
information needs to be disclosed to commercialize the Licensed Product.





6.2 Licensor
Obligations.
Licensor shall not without the express written consent of Licensee, for any
reason or at any time either during or subsequent to the term of this Agreement,
disclose to third parties other than to their financial and legal advisors
information about the sales, profits and business affairs of Licensee they
receive access to in connection with this Agreement.







ARTICLE
7. LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF
WARRANTIES




Each
Party warrants to the other that it is fully empowered to enter into this
Agreement. Licensor makes no representation whatsoever with regard to the scope
or commercial potential or profitability or income of or from the Licensed
Technology or that such Licensed Technology may be exploited by Licensee or its
Affiliates without infringing any rights of any other party. Licensor makes no
covenant to defend any infringement charge by a third party of Licensed
Technology. Licensor does not warrant that the Licensed Technology will meet
Licensee’s or any of Licensee’s customer’s specific requirements. Licensee
warrants that it possesses the necessary expertise and skill to make, and has
made, its own evaluation of the capabilities, safety, utility, and commercial
application of the Licensed Technology. 

 




 

ARTICLE
8. DAMAGES, INDEMNIFICATION, AND INSURANCE




8.1  Indemnification.
Licensee shall defend, indemnify and hold Licensor, their trustees, officers,
agents, employees or assigns, and [the Inventors] harmless from any and all
claims, demands, actions and causes of action against Licensor, whether
groundless or not, in connection with any and all injuries, losses, damages or
liability of any kind whatsoever arising, directly or indirectly, out of use,
exploitation, distribution, or sale of Licensed Technology or Licensed
Product(s) by or through the Licensee or its Affiliate(s) or Sublicensees;
provided, however, that Licensee shall not be required to indemnify Licensor
where damages are solely caused by the fault of the Licensed Technology or
Licensed Products or the fault or negligence of the Licensor. This
indemnification obligation shall include, without limiting the generality of the
foregoing, reasonable attorney fees and other costs or expenses incurred in
connection with the defense of any and all such claims, demands, actions, or
causes of action. Licensor promptly shall notify Licensee of any claim, demand,
action or other proceeding for which Licensor intends to claim indemnification.
Licensee shall have the right to participate in, and to the extent Licensee so
desires jointly with any other indemnitor similarly noticed, to assume the
defense thereof with counsel selected by Licensee; provided, however, that
Licensor shall have the right to retain its own 

 







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counsel,
with the fees and expenses to be paid by Licensor, if representation of Licensor
by the counsel retained by Licensee would be inappropriate due to actual or
potential differing interests between Licensor and any other party represented
by such counsel in such proceedings. The indemnity obligations under this
Article 8 shall not apply to amounts paid in settlement of any claim, demand,
action or other proceeding if such settlement is effected without the prior
express written consent of Licensee, which consent shall not be unreasonably
withheld or delayed. The failure to deliver notice to Licensee within a
reasonable time after notice of any such claim or demand, or the commencement of
any such action or other proceeding, if prejudicial to its ability to defend
such claim, demand, action or other proceeding, shall relieve such indemnitor of
any liability to Licensor under this Article 8 with respect thereto, but the
omission so to deliver notice to Licensee shall not relieve it of any liability
that it may have to Licensor other than under this Article 8. Licensee may not
settle or otherwise consent to an adverse judgment in any such claim, demand,
action or other proceeding, that diminishes the rights or interests of Licensor
without the prior express written consent of Licensor, which consent shall not
be unreasonably withheld or delayed. Licensor and their employees and agents,
shall reasonably cooperate with Licensee and its legal representatives in the
investigation of any claim, demand, action or other proceeding covered by this
Article 8.




8.2 Licensor
shall defend, at its cost and expense, and with counsel of its choice, any
action or proceeding brought against Licensee for alleged infringement arising
out of Licensee's use of the Licensed Products in accordance with the provisions
of this Agreement. If any such action or proceeding is brought against Licensee,
Licensee shall give Licensor prompt notice thereof. 




8.3 Licensor
shall not hold Licensee liable for any claims, suits, actions, damages, costs,
expenses (including attorneys' fees) or losses (collectively, "Damages")
incurred through claims of third parties brought against Licensor for alleged
infringement arising out of Licensee's use of the Licensed Products in
accordance with this Agreement. Licensor shall indemnify Licensee and hold
Licensee harmless from and against any and all Damages incurred through claims
of third parties brought against Licensee for alleged infringement arising out
of Licensee's use of the Licensed Product in accordance with this
Agreement.

 

8.4 Insurance.
Licensee agrees to maintain such product liability and other insurance as is
customary in its industry.

 

8.5 Notification
of Claims.
Licensee shall promptly notify Licensor of each claim relating in any way to a
Licensed
Product
and provide Licensor with Licensee’s good-faith evaluation of the
claim.

 




ARTICLE
9. REPRESENTATIONS
AND WARRANTIES




Each
party represents and warrants to the other that it has the full right, power and
authority to enter into this Agreement and to perform all of its obligations
hereunder, this Agreement has been duly executed and delivered by such party and
constitutes a valid and binding obligation of such party in accordance with its
terms, and the execution by such party of this Agreement and the performance of
its obligations hereunder will not violate or result in a breach of or default
under any contract, agreement, instrument, judgment, decree, order, ruling or
statute or regulation to which such party is presently a party or by which it or
its properties may be is subject. 










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Licensor
represents and warrants to Licensee that (i) Licensor owns all right, title and
interest in and to the Licensed Products, free and clear of all liens, claims
and encumbrances, (ii) Licensor has full legal right, power and authority to
execute and deliver this Agreement, and perform all of the transactions
contemplated hereby, without conflict with, or infringement on, the rights of
any third party, and (iii) there are no actions pending or, to the best of its
knowledge, threatened with respect to the use of the Licensed Products in the
manner contemplated hereunder.

 

ARTICLE
10. TERM AND TERMINATION

 

10.1 Term. Unless
otherwise extended in writing by mutual agreement of Licensor and Licensee, this
Agreement will remain valid and in force for ten (10) years from the Effective
Date.

 

10.2 Voluntary
Termination by Licensee.
Licensee shall have the right to terminate this Agreement at any time, upon
ninety (90) days prior written notice, without cause and for any reason. If
Licensee terminates this Agreement under this provision, Licensor will not be
under any obligation to return any portion of the consideration paid by Licensee
to Licensor. In the event of such termination, Licensee agrees, upon the request
of , to provide with all existing data in support of governmental registration
of Licensed Products, if any. 

 

10.3 Voluntary
Termination by Licensor.
If Licensee should at any time default or commit any breach of any covenant or
any obligation of the license which could have a material adverse effect, and
should fail to remedy any default or breach within thirty (30) days of
Licensee’s receipt of written notice, Licensor may, at its sole option,
terminate this license by notice in writing to the Licensee. Upon termination,
Licensee shall remain responsible for all obligations contained in this
Agreement, including without limiting the generality of the foregoing,
reasonable attorney fees and other costs or expenses incurred by Licensor as a
result of Licensee’s breach and/or default.

 

10.4 Termination
in Event of Insolvency. If
Licensee: (a) liquidates and ceases to carry on its business, (b) becomes
“insolvent” (as such term is defined in the United States Bankruptcy Code, as
amended from time to time), or (c) voluntarily seeks, consents to or acquiesces
in the benefits of any bankruptcy or similar debtor-relief laws, then Licensor
may terminate this Agreement without prejudice to any other remedy to which
Licensor may be entitled at law or in equity or elsewhere under this Agreement,
by giving written notice of termination to Licensee.

 

10.5 Effect
of Termination.


 

(a) Upon
termination of the Agreement Licensee shall cease all uses of the Licensed
Technology. If this Agreement is terminated for any reason whatsoever, Licensee
shall return, or at Licensor 's direction destroy, all plans, drawings, papers,
notes, writings and other documents, samples, organisms, biological materials
and models pertaining to the Licensed Technology, retaining no copies, and shall
refrain from using or publishing any portion thereof. Upon termination of this
Agreement, Licensee shall cease manufacturing, processing, producing, using, or
selling Licensed Products; provided, however, that Licensee may continue to sell
in the ordinary course of business for a period of six (6) months reasonable
quantities of Licensed Products that are fully manufactured and in Licensee 's
normal inventory at the date of termination if (a) all monetary obligations of
Licensee to Licensor have been satisfied, and (b) royalties on such sales are
paid to Licensor pursuant to Article 4 and 5 herein. However, nothing herein
shall be construed to release either party of any obligation that matured prior
to the effective date of such termination.

 







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(b) In the
event of termination of the Term, Licensor shall have the prior right and option
to purchase any or all of the Licensed Products (including related work in
process) as Licensee may require to fill any unfilled orders received prior to
such expiration or termination), at the cost thereof to Licensee, as carried on
its books of account, but which amount shall not exceed the reasonable cost to
Licensor of comparable goods. Upon such termination or expiration the parties
hereto shall jointly immediately cause physical inventories to be taken of (a)
Licensed Products of Licensee on hand (including Licensed Products in the
process of manufacture on hand and for which orders have been placed that cannot
be canceled without penalty. Such inventories shall be reduced to writing and
copies thereof shall be delivered to and signed by each party.

 

10.6 Survival. The
provisions of Articles 6, 7 and 8 of this Agreement shall remain in full force
and effect notwithstanding the termination of this Agreement. 


 

ARTICLE
11. ADDITIONAL PATENTS




At
Licensee’s expense, Licensee shall have the right to apply for additional
patents with the cooperation of the Licensor. Such patents shall be owned by the
Licensor; provided that Licensor assigns them to Licensee. 




ARTICLE
12. ASSIGNMENT




This
Agreement shall be binding upon and shall inure to the benefit of the legal
representatives and assigns of Licensor and Licensee, provided, however, that
any assignment of this Agreement by Licensee to a third party (other than in
connection with the transfer of the entire business of Licensee) may be made
only upon prior written consent of Licensor, which consent may not be
unreasonably withheld by Licensor.

 

ARTICLE
13. MISCELLANEOUS




13.1 Legal
Compliance.
Licensee shall comply with all laws and regulations relating to its manufacture,
processing, producing, use, selling, or distributing of Licensed Products.
Licensee shall not take any action that would cause Licensor or Licensee to
violate any laws and regulations.




13.2 Independent
Contractor. The
relationship between Licensee and Licensor shall be that of an independent
contractor only. Neither Party shall be the agent of the other Party nor shall
have authority to act for or on behalf of the other in any matter. Persons
retained by a Party as employees or agents shall not by reason thereof be deemed
to be employees or agents of the other Party.




13.3 Use of
Names. The
Parties and their Affiliates shall obtain the prior written approval of the
other Parties (and their Affiliates, as applicable) prior to making use of their
names for any commercial purpose, except as required by law. As an exception to
the foregoing, both Licensee and Licensor shall have the right to publicize the
existence of this Agreement; however, neither Licensee nor Licensor shall
disclose the terms and conditions of this Agreement without the other party's
consent, except as set forth in Article 6 or as required by law.




13.4 Place
of Execution. This
Agreement and any subsequent modifications or amendments hereto shall be deemed
to have been executed in the State of Utah. 




13.5 Governing
Law; Venue. This
Agreement and all amendments, modifications, alterations, or supplements hereto,
and the rights of the parties hereunder, shall be construed under and governed
by the laws of the State of Utah and the United States of America. Any dispute
between Licensor and Licensee shall be determined solely and exclusively by a
court of competent jurisdiction in the State of Utah. The prevailing party in
any litigated dispute shall be entitled to reimbursement of its attorney’s fees
and costs.




13.6 Entire
Agreement. This
Agreement constitutes the entire agreement between Licensor and Licensee with
respect to the subject matter hereof and shall not be modified, amended or
terminated except as herein provided or except by another agreement in writing
executed by the parties hereto.




13.7 Severability. All
rights and restrictions contained herein may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable. If any
provision or portion of any provision of this Agreement not essential to the
commercial purpose of this Agreement shall be held to be illegal, invalid or
unenforceable by a court of competent jurisdiction, it is the intention of the
parties that the remaining provisions or portions thereof shall constitute their
agreement with respect to the subject matter hereof, and all such remaining
provisions or portions thereof shall remain in full force and effect. To the
extent legally permissible, any illegal, invalid or unenforceable provision of
this Agreement shall be replaced by a valid provision that will implement the
commercial purpose of the illegal, invalid or unenforceable provision. In the
event that any provision essential to the commercial purpose of this Agreement
is held to be illegal, invalid or unenforceable and cannot be replaced by a
valid provision that will implement the commercial purpose of this Agreement,
this Agreement and the rights granted herein shall terminate.



13.8 Force
Majeure. Any
delays in, or failure of, performance of any party to this Agreement shall not
constitute default hereunder, or give rise to any claim for damages, if and to
the extent caused by occurrences beyond the control of the party affected,
including, but not limited to, acts of God, strikes or other work stoppages;
civil disturbances, fires, floods, explosions, riots, war, rebellion, sabotage,
acts of governmental authority or failure of governmental authority to issue
licenses or approvals that may be required.







ARTICLE
14. NOTICES




All
notices and other communications shall be hand delivered, sent by private
overnight mail service, or sent by registered or certified U.S. mail, postage
prepaid, return receipt requested, and addressed to the party to receive such
notice or other communication at the address given below, or such other address
as may hereafter be designated by notice in writing:




If to
Licensee:

Stan
Yakatan 

Chief
Executive Officer

Grant
Life Sciences, Inc.

64 East
Winchester

Suite
205

Murray,
UT 84107  




With a
copy to:

Gregory
Sichenzia, Esq.

Sichenzia
Ross Friedman Ference LLP

1065
Avenue of the Americas, 21st Floor

New York,
NY 10018 




If to
Licensor:       Ravi
Pottahil

8806
Cliffridge Avenue

La Jolla,
CA 92307

Facsimile:
(858) 777-3600

 

Such
notices or other communications shall be effective upon receipt by an employee,
agent or representative of the receiving party authorized to receive notices or
other communications sent or delivered in the manner set forth
above.







[REMAINDER
OF PAGE INTENTIONALLY OMITTED]













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IN
WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be signed
by their duly authorized representatives, under seal, as of the day and year
indicated above.








	LICENSOR: 	 	LICENSEE:	 
	AccuDx Corporation	 	Grant Life Sciences, Inc.	 
	 	 	 	 
	By: /s/
      Ravi Pottahil   	 	By: /s/
      Stan Yakatan	 
	     Name: Ravi
      Pottahil  	 	     Name: Stan
      Yakatan	 
	     Title:
      President	 	     Title: Chief
      Executive Officer	 
	 	 	 	 



     

     







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