EXHIBIT
        10.10

      


      DETERMINATION
        OF INTELLECTUAL PROPERTY RIGHTS AGREEMENT

      


      This
        Determination of Intellectual Property Rights Agreement (“Agreement”) is made as
        of the first day of July, 2002 (“Effective Date”), between the University of
        Rochester, an educational institution chartered by the State of New York
        with
        offices at 518 Hylan Building, Box 270140, Rochester, New York 14627-0140
        (“University”), and VirtualScopics, LLC, a for-profit New York limited liability
        company with offices at 350 Linden Oaks, Rochester, New York 14625
        (“VirtualScopics”).

      


      University
        and VirtualScopics are parties to a certain Sale of Intellectual Property
        Agreement, dated April 5, 2002, pursuant to which VirtualScopics acquired
        rights
        in and to University patents and patent applications listed in Attachment
        A.

      


      WHEREAS,
        University permits its faculty members under its “Policy on External Activities
        Relating to Research and Scholarship” to pursue consulting relationships with
        external organizations; and 

      


      WHEREAS,
        Kevin J. Parker, Ph.D (“Dr. Parker”) has a faculty appointment at University and
        is a co-inventor of the patents and patent applications listed in Attachment
        A;
        and

      


      WHEREAS,
        VirtualScopics represents that it has retained Dr. Parker as a consultant
        pursuant to a Consulting Agreement dated July 1, 2002 ("Consulting Agreement")
        to assist VirtualScopics in development of image-based biomarkers and related
        software for measuring image-based biomarkers as described in detail in
        Attachment B (hereinafter “Fields of Invention”), as amended from time to time,
        and that such Consulting Agreement will contain a representation from Dr.
        Parker
        that the Consulting Agreement is not inconsistent with University policies
        pertaining to consulting services by full-time faculty members, copies of
        which
        are attached to this Agreement at Attachment C (the “University
        Policies”);

      


      THEREFORE,
        in consideration of the premises and promises in this Agreement, the Parties
        agree as follows:

      


      
        	
                1.

              	
                “VirtualScopics'
                  Subject Invention(s)” means all intellectual property, including without
                  limitation those listed on Attachment
                  A
                  and Attachment
                  B
                  and all technical information, know-how, copyrights, models, drawings,
                  specifications, prototypes, inventions and software, whether or
                  not
                  patentable, that is discovered, created or reduced to practice
                  by Dr.
                  Parker in performance of work on behalf of VirtualScopics under
                  his
                  consulting arrangement with
                  VirtualScopics.

              


      

      


      
        	
                2.

              	
                VirtualScopics
                  acknowledges that Dr. Parker is a faculty member at the University
                  and as
                  such performs work for the University in fields other than those
                  fields
                  that are within the Fields of Invention or the VirtualScopics'
                  Subject
                  Inventions. 

              


      

      


      
        	
                3.

              	
                For
                  the purpose of complying with the terms of this agreement, the
                  Parties
                  agree to disclose to each other, in writing, each and every
                  VirtualScopics' Subject Invention during the term of this Agreement.
                  The
                  Parties will disclose VirtualScopics' Subject Inventions to each
                  other
                  within thirty (30) days after Dr. Parker first discloses the invention
                  in
                  writing to the person(s) responsible for invention matters of the
                  disclosing Party. In addition, each Party will disclose to the
                  other, in
                  writing, any VirtualScopics' Subject Invention disclosed to it
                  by Dr.
                  Parker during the time period beginning on the Effective Date and
                  ending
                  on the date of execution of this Agreement by both Parties, within
                  thirty
                  (30) days of such execution. All written disclosures of such inventions
                  shall contain sufficient detail of the invention and identification
                  of any
                  statutory bars, and shall be marked
                  confidential.

              


      

       

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

       

      
        	
                4.

              	
                Each
                  Party agrees that all information disclosed hereunder is Confidential
                  Information ("Confidential Information") and shall be held in the
                  strictest confidence. Each Party agrees that it will use the Confidential
                  Information disclosed to it by the other Party under this Agreement
                  only
                  for the purpose of monitoring and enforcing compliance with their
                  respective intellectual property policies, and will not disclose
                  such
                  Confidential Information to a third party; provided that a Party
                  may so
                  disclose Confidential Information that: (a) was independently known
                  by it
                  prior to the disclosure by the other Party; (b) becomes generally
                  known to
                  the public through no act or omission of the Party or any other
                  party with
                  no duty to keep such information confidential; (c) has been or
                  is made
                  available to the Party by a third party having the lawful right
                  to do so
                  without breaching any obligation to either Party; or (d) the Party
                  is
                  required to disclose pursuant to a judicial or administrative order,
                  provided that the Party shall notify the disclosing Party of the
                  order and
                  cooperate with the disclosing Party in obtaining a protective order
                  if it
                  opts to seek one. This provision shall survive the expiration or
                  termination of this Agreement.

              


      

      


      
        	
                5.

              	
                The
                  University agrees that it shall have no rights to or interest in
                  any of
                  the VirtualScopics’ Subject Inventions set forth on Attachments
                  A and B.
                  

              


      

      


      
        	
                6.

              	
                With
                  respect to any VirtualScopics’ Subject Inventions (other than those set
                  forth on Attachments
                  A and B
                  which are addressed separately in Section 5 above), the University
                  agrees
                  that it shall have no rights to any VirtualScopics' Subject Inventions
                  made by Dr. Parker during the performance of this Agreement within
                  the
                  Fields of Invention that are developed by Dr. Parker solely or
                  jointly
                  with VirtualScopics or any third party other than the University
                  in any
                  laboratory, research facility, or other building of VirtualScopics
                  or a
                  partner of VirtualScopics other than the
                  University.

              


      

       

      
        	
                7.

              	
                VirtualScopics
                  acknowledges that the University does not waive any interest it
                  may have
                  in inventions, other than those inventions set forth on Attachments
                  A and B,
                  developed by Dr. Parker within the scope of his employment by the
                  University, and that all inventions made by Dr. Parker during the
                  term of
                  this Agreement, other than those inventions set forth on Attachments
                  A and B,
                  directly or indirectly developed with the use of significant University
                  resources and/or facilities, as defined in the University Policies,
                  shall
                  be the sole property of the
                  University.

              


      

      


      
        	
                8.

              	
                Each
                  party shall indemnify and hold the other harmless from and against
                  any and
                  all claims, liability, damage, loss, cost or expense (including
                  reasonable
                  attorneys’ fees and costs), whether incurred in a third party action or in
                  an action to enforce this Agreement, arising as a result of the
                  party’s
                  negligence, misconduct or breach of this Agreement. This indemnity
                  shall
                  survive termination of this Agreement and shall be effective
                  notwithstanding the limits of any applicable insurance coverage
                  on the
                  part of either party.

              


      

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

       

      
        	
                9.

              	
                This
                  Agreement will have a term beginning with the Effective Date and
                  ending
                  one hundred eighty (180) days after the termination or expiration
                  of Dr.
                  Parker’s consulting arrangement with VirtualScopics.
                  

              


      

      


      
        	
                10.

              	
                This
                  Agreement may be terminated by a non-breaching party if another
                  Party
                  fails to comply with any term herein and such failure is not cured
                  to the
                  reasonable satisfaction of the non-breaching Party within thirty
                  (30) days
                  after the breaching Party’s receipt of notice of such breach. If the
                  breach has not been cured within such time, Dr. Parker’s consulting
                  arrangement with VirtualScopics will terminate at the end of the
                  calendar
                  month in which the time period expires, and this Agreement will
                  continue
                  for one hundred eighty (180) days thereafter.


              


      

      


      
        	
                11.

              	
                This
                  Agreement may be terminated by either Party without cause upon
                  one hundred
                  eighty (180) days written notice to the other Party. If the Agreement
                  is
                  terminated by VirtualScopics without cause under this provision,
                  Dr.
                  Parker’s consulting arrangement with VirtualScopics will also terminate
                  at
                  the end of such one hundred eighty (180) day
                  period.

              


      

      


      
        	
                12.

              	
                The
                  obligations of the Parties which have accrued as of the date of
                  termination or are intended to survive termination will not be
                  affected by
                  any termination of this Agreement. Termination of this Agreement
                  shall not
                  affect Dr. Parker’s obligations to VirtualScopics to comply with this
                  Agreement and the Consulting Agreement and Dr. Parker's continuing
                  obligations as a University faculty member to comply with University
                  Policies including those related to intellectual property and performing
                  external activities as an independent consultant.
                  

              


      

      


      
        	
                13.

              	
                This
                  Agreement will be construed in accordance with the laws of the
                  United
                  States of America and the State of New York, without reference
                  to its
                  conflict of law provisions. All actions or proceedings arising
                  in
                  connection with this Agreement will be tried and litigated exclusively
                  in
                  the courts located in Monroe County, New York. The parties consent
                  to the
                  exclusive personal jurisdiction of such venue, which choice of
                  venue is
                  intended by the parties to be mandatory and not permissive and
                  to preclude
                  the possibility of litigation between the parties arising out of
                  this
                  Agreement in any jurisdiction other than that specified in this
                  Section.
                  Each party waives any right it may have to assert the doctrine
                  of forum
                  non-conveniens or similar doctrine or to object to venue with respect
                  to
                  any proceeding brought in accordance with this
                  Section.

              


      

      


      
        	
                14.

              	
                This
                  Agreement may be executed in one or more counterparts, each of
                  which will
                  be deemed an original, and will become effective and binding upon
                  the
                  parties as of the execution date at such time as all the signatories
                  hereto have signed a counterpart of this
                  Agreement.

              


      

      


      
        	
                15.

              	
                This
                  Agreement is the entire agreement between the parties with respect
                  to its
                  subject matter, and it supersedes all other prior and contemporary
                  agreements and understandings, written or oral, between them with
                  respect
                  thereto. This Agreement may be modified only by a written instrument
                  signed by both parties.

              


      

      


      
        	
                16.

              	
                This
                  Agreement is binding on and will inure to the benefit of the respective
                  successors and permitted assigns of the
                  parties.

              


      

      


      
        	
                17.

              	
                All
                  rights and remedies available at law or in equity available to
                  a party are
                  will be considered to be cumulative and not limited by this
                  Agreement.

              


      

       

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

       

      
        	
                18.

              	
                All
                  notices to a party hereunder will be in writing and will be delivered
                  personally, by certified or registered mail (return receipt requested),
                  or
                  by a nationally recognized courier service with a tracking system
                  to
                  verify receipt. Notices will be effective upon receipt and delivered
                  to
                  the addresses set forth below or to such other address as may be
                  changed
                  by notice.

              


      

      


      Notices
        to University will be sent to:

      


      Director,
        Office of Technology Transfer

      University
        of Rochester

      518
        Hylan
        Building, Box 270140

      Rochester,
        New York 14627

      Tel.:
        585.275.3998

      


      With
        a
        copy to:  

      


      General
        Counsel

      University
        of Rochester

      601
        Elmwood Avenue, Box 308

      Rochester,
        New York 14642

      Tel.:
        585.275.8019

      


      Notices
        to VirtualScopics will be sent to:

      


      Mr.
        Mikael Totterman

      VirtualScopics,
        LLC

      350
        Linden Oaks

      Rochester,
        New York 14625

      Tel:
        585.249-6231

      


      IN
        WITNESS WHEREOF, the parties have executed and delivered this Agreement as
        of
        the dates indicated below.

       

      
        	 	UNIVERSITY OF ROCHESTER	 	 	VIRTUALSCOPICS, LLC
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Charles
                E. Phelps	 	By:	/s/ Mikael
                Totterman
	 	
                
Charles
                E. Phelps	 	 	
                
Mikael
                Totterman
	 	Its: Provost	 	 	Its: Chief
                Operating Officer


      

       

      

        Agreed
          to
          and Acknowledged by:

         

        /s/
          Kevin
          J. Parker, Ph.D

        
          
            

          
Kevin
          J.
          Parker, Ph.D.

         

      

      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

      


      Attachment
        A 

      


      VirtualScopics
        - Patents and Patent Applications

      


      


      
        
          	 	
                  UR
                    tech.

                  ref.

                	
                  Law
                    firm ref.

                	
                  Number

                	
                  Title

                	
                  Status

                
	
                  1

                	
                  *765

                	
                  116741-0025

                	
                  6,169,817

                  (09/185,514)

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  US
                    issued 01/02/2001

                  (filed
                    11/04/1999).

                
	
                  1

                	
                  *765

                	
                  116741-0123

                	
                  PCT/US99/25704

                  WO
                    00/26852

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  PCT
                    filed 11/03/1999

                  WIPO
                    published 05/11/2000.

                
	
                  1

                	
                  *765

                	
                  116741-0176

                	
                  99958737.1

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  Europe
                    filed 11/03/1999.

                
	
                  1

                	
                  *765

                	
                  116741-0173

                	
                  7005694/01

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  Korea
                    filed 05/04/2001.

                
	
                  1

                	
                  *765

                	
                  116741-0174

                	
                  580158/00

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  Japan
                    filed 05/07/2001.

                
	
                  1

                	
                  *765

                	
                  116741-0175

                	
                  142972

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  Israel
                    filed 05/04/2001.

                
	
                  1

                	
                  *765

                	
                  116741-0177

                	
                  2350017

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  Canada
                    filed 05/04/2001.

                
	
                  1

                	
                  *765

                	
                  116741-0178

                	
                  16034/00

                	
                  System
                    and Method For 4D Reconstruction and Visualization

                	
                  Australia
                    filed 05/22/2001.

                
	 
	
                  2

                	
                  *765-01

                	
                  116741-0138

                	
                  09/540,524 

                	
                  Magnetic
                    Resonance Imaging with Resolution and Contrast Enhancement

                	
                  US
                    filed 03/31/2000

                  1st
                    office action & interview with examiner 07/2002 - supplemental
                    amendment filed. Request for continued examination filed
                    07/22/2003.

                
	
                  2

                	
                  *765-01

                	
                  116741-0168

                	
                  PCT/US01/10308

                  WO
                    01/75483 

                	
                  Magnetic
                    Resonance Imaging with Resolution and Contrast Enhancement

                	
                  PCT
                    filed 04/02/2001.

                
	
                  2

                	
                  *765-01

                	
                  116741-0169

                	
                  90107831 

                	
                  Magnetic
                    Resonance Imaging with Resolution and Contrast Enhancement

                	
                  Taiwan
                    filed 05/28/2001

                
	
                  2

                	 	
                  116741-00204

                	 	
                  Magnetic
                    Resonance Imaging with Resolution and Contrast Enhancement

                	
                  Canada
                    filed; 09/30/2002.

                
	
                  2

                	 	
                  116741-00205

                	 	
                  Magnetic
                    Resonance Imaging with Resolution and Contrast Enhancement

                	
                  JP
                    filed; 09/30/2002.

                
	
                  2

                	 	
                  116741-00206

                	 	
                  Magnetic
                    Resonance Imaging with Resolution and Contrast Enhancement

                	
                  EP
                    filed; 09/30/2002.

                
	 
	
                  3

                	
                  *985

                	
                  116741-0180

                	
                  09/908,492

                	
                  System
                    and Method for Reducing or Eliminating Streak Artifacts and Illumination
                    Inhomogeneity in CT Imaging

                	
                  US
                    filed 07/19/2001. Office action 06/2003, claims 4-9, 13-18 allowed,
                    others
                    in contest.

                
	
                  3

                	 	
                  116741-00202

                	
                  PCT/US02/22707

                  WO
                    03/009215 A1

                	
                  System
                    and Method for Reducing or Eliminating Streak Artifacts and Illumination
                    Inhomogeneity in CT Imaging

                	
                  PCT
                    filed 07/18/2002.

                  Intl
                    pub date 01/30/2003.

                


        

         

        
          
            
            

          

          
            Page
              5

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    4

                  	
                    *1047

                  	
                    116741-0183

                  	
                    60/306,166

                  	
                    System
                      and Method for Quantifying Tissue Structures and their Change
                      over
                      Time

                  	
                    Provisional
                      filed 07/19/2001.

                  
	
                    4

                  	
                    *1047

                  	
                    116741-

                    0182

                  	
                    10/189,476

                  	
                    System
                      and Method for Quantifying Tissue Structures and their Change
                      over
                      Time

                  	
                    US
                      filed 07/8/2002. Search report + “over time” claims on
                      11/2002.

                  
	
                    4

                  	 	
                    116741-00203

                  	
                    PCT/US02/22706

                    WO
                      03/009214 A1

                  	
                    System
                      and Method for Quantifying Tissue Structures and their Change
                      over
                      Time

                  	
                    PCT
                      filed 07/18/2002. Intl pub date 01/30/2003. PCT written opinion
                      04/2003.
                      Cites Yang & Summers, response filed 05/2003, with amended
                      claims.

                  
	 	 	 	 	 	 
	
                    5

                  	
                    *1048

                  	
                    116741-0186

                  	
                    60/307,869

                  	
                    System
                      and Method for Quantitative Assessment of Joint Diseases and
                      the Change
                      over Time of Joint Diseases

                  	
                    Provisional
                      filed 07/27/2001.

                  
	
                    5

                  	
                    *1048

                  	
                    116741-

                    0198

                  	
                    10/205,606

                  	
                    System
                      and Method for Quantitative Assessment of Joint Diseases and
                      the Change
                      over Time of Joint Diseases

                  	
                    US
                      filed 07/26/2002. 

                  
	
                    5

                  	 	
                    116741-00207

                  	
                    PCT/US02/23705

                  	
                    Method
                      and System for Quantitative Assessment of Joint Diseases and
                      the Change
                      over Time of Joint Diseases

                  	
                    PCT
                      filed 07/26/2002. Search report “entirely favorable”
                      12/2002.

                  
	 
	
                    6

                  	
                    *1059

                  	
                    116741-0191

                  	
                    60/316,965

                  	
                    System
                      and Method for Quantitative Assessment of Neurological Diseases
                      and the
                      Change over Time of Neurological Diseases

                  	
                    Provisional
                      filed 09/05/2001.

                  
	
                    6

                  	
                    *1059

                  	
                    116741-

                    0199

                  	
                    10/233,562

                  	
                    System
                      and Method for Quantitative Assessment of Neurological Diseases
                      and the
                      Change over Time of Neurological Diseases

                  	
                    Filed
                      09/4/2002.

                  
	
                    6

                  	 	
                    116741-00208

                  	 	
                    Method
                      and System for Quantitative Assessment of Neurological Diseases
                      and the
                      Change over Time of Neurological Diseases

                  	
                    PCT
                      filed 09/2002. Search report (-), cited Guilhuis & Kennedy, response
                      filed 08/2003.

                  
	 
	
                    7

                  	
                    *1060

                  	
                    116741-0192

                  	
                    60/322,427

                  	
                    System
                      and Method for Quantitative Assessment of Cancers and their
                      Change over
                      Time 

                  	
                    Provisional
                      filed 09/17/2001.

                  
	
                    7

                  	
                    *1060

                  	
                    116741-

                    0200

                  	 	
                    System
                      and Method for Quantitative Assessment of Cancers and their
                      Change over
                      Time

                  	
                    US
                      filed 09/12/2002.

                  
	
                    7

                  	 	
                    116741-00201

                  	 	
                    Method
                      and System for Quantitative Assessment of Cancer Diseases and
                      the Change
                      over Time of Cancer Diseases

                  	
                    PCT
                      filed 09/2002. Written opinion 06/2003 (-), cited Guilhuis
&
                      Chaturvedi. Amended response 9/2003.

                  
	 	 	 	 	 	 
	
                    8

                  	 	
                    116741-00209

                  	
                    10/262,672

                  	
                    Method
                      and System for Automatic Identification and Quantification
                      of Abnormal
                      Anatomical Structures in Medical Images (with exemplar)

                  	
                    US
                      filed 10/02/2002. Examiner agrues two inventions 10/2003. Bifurcated
                      11/2003, claims 1-15 active, claims 16-17, 18-31 require new
                      divisional.

                  
	
                    8

                  	 	
                    116741-

                    00237

                  	
                    Divisional
                      of 10/262,672

                  	
                    Method
                      and System for Automatic Identification and Quantification
                      of Abnormal
                      Anatomical Structures in Medical Images (with exemplar) -
                      Divisional

                  	
                    US
                      Divisional filed 01/20/2004.

                  


          

           

          
            
              
              

            

            
              Page
                6

              
                

              

            

            
              
              

            

          

           

          
            	
                    9

                  	 	
                    116741-00210

                  	
                    10/262,671

                  	
                    Method
                      and System for Assessment of Biomarkers by Measurement of Response
                      to
                      Stimuli

                  	
                    US
                      filed 10/02/2002. PCT filed 10/2003.

                  
	 
	
                    10

                  	 	
                    116741-00212

                  	
                    10/352,867

                  	
                    Method
                      and System for Use of Biomarkers in Diagnostic Imaging
                      (CAL)

                  	
                    US
                      filed 01/29/2003.

                  
	 
	
                    11

                  	 	
                    116741-00213

                  	
                    10/366,693

                  	
                    Automated
                      Measurement of Anatomical Structures in Medical Imaging (probability
                      map,
                      deformable template)

                  	
                    US
                      filed 02/14/2003.

                  
	 	 	 	 	 	 
	
                    12

                  	 	
                    116741-

                    00214

                  	 	
                    Method
                      and System for Automatic Extraction of Load-Bearing Regions
                      of Cartilage
                      and Measurements of Biomarkers

                  	
                    US
                      filed 11/20/2003.

                  
	 
	
                    13

                  	 	
                    116741-

                    00215

                  	
                    10/670,564

                  	
                    Semi-Automated
                      Measurement of Anantomical Structures using Statistical and
                      Morphological
                      Priors (Vessel Bifurcations)

                  	
                    US
                      filed 09/26/2003.

                  
	 
	
                    14

                  	 	 	 	
                    2-Sequence
                      Meniscus.

                  	
                    Drafted
                      08/2003.

                  
	 	 	 	 	 	 
	
                    15

                  	 	 	 	
                    Nonrigid
                      Registration of Medical Images

                  	
                    Draft
                      in preparation 12/2003.

                  
	 	 	 	 	 	 
	
                    16

                  	 	 	 	
                    Automatic
                      Plasma and Perfusion

                  	
                    Draft
                      submitted 01/2004.

                  


          

        

      

      


      Notes:   
        University
        of Rochester Technology Reference Number preface is 2-11144- * in all
        cases.

      Law
        firm
        reference number is that of the firm, Blank Rome Comisky & McCauley, LLP of
        Washington, D.C. The portion of the reference number identifying the client
        (the
        six digits before the separator) has been changed from 000687 to 116741.
        The
        portion of the reference number identifying the matter (after the separator)
        has
        not been changed.

      **
        With a
        change in Taiwanese law, a filing date of 04/02/2001 was recently accorded.
        

      
         

        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

      


      Attachment
        B - Fields of Invention

      


      Part
        1 –   System
        and Method for Quantifying Tissue Structures and their Change over
        Time

      Part
        2
–   A
        Method
        and System for Quantitative Assessment of Joint Diseases and the Change
 over
        Time
        of Joint Diseases

      
        
          Part
            3
–   A
            Method
            and System for Quantitative Assessment of Neurological Diseases and the
            Change
            over Time of Neurological Diseases

        

      

      
        
          Part
            4  –  A
            Method
            and System for Quantitative Assessment of Solid Tumors and the Change
            over Time
            of Solid Tumors in Humans

        

      

      
         

         

         

         

         

        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

      


      Attachment
        C

      


      University
        Intellectual Property and Faculty Consulting Policies

      


      
         

         

         

        
          
          

        

        
          Page
            9