LICENSE
AGREEMENT




This
License Agreement (the “Agreement”) is entered into as of this ___ day of
February, 2007 (“Effective Date”) between Infotonics Technology Center, Inc., a
New York not-for-profit corporation (the “Infotonics”), and SensiVida Medical
Systems, a Delaware corporation (“SensiVida”).




WHEREAS,
Infotonics and SensiVida wish to enter into an exclusive license agreement to
facilitate the development and commercialization of a technology commonly known
as ______________________ so that such technology may be utilized to the fullest
extent for the benefit of SensiVida, Infotonics and the public.




NOW,
THEREFORE, in consideration of the terms and considerations hereinafter set
forth, the parties agree as follows:




1.           DEFINITIONS. As
used inthis Agreement, the following terms shall have the following
meanings:




1.1.        “Change of
Control Event”
shall mean (i) SensiVida’s first underwritten public offering of its common
stock under the Securities Act of 1933, as amended, (ii) a sale of substantially
all of SensiVida’s assets, or (iii) an event after which the shareholders of
SensiVida other than Infotonics, its successors and assigns, and the Management
Stockholders own fifty percent (50%) or more of the issued and outstanding
voting stock of SensiVida.




1.2.        “Commercialization
Phase” shall
mean the period beginning on the day immediately after the expiration date of
the Due Diligence Phase and ending on the expiration of the Term or earlier
termination of this Agreement.




1.3.        “Due
Diligence Phase” shall mean the period
beginning on the Effective Date and ending on the date that is eighteen (18)
months thereafter.




1.4.        “Field” means minimally invasive
devices, products and methods for diagnostic and therapeutic medical
applications for humans and animals.




1.5         “Improvement” means all modifications,
variations and revisions to the Technology licensed under this Agreement,
whether or not patentable, conceived or developed, individually or jointly, and
which (a) are covered by at least one claim set forth in any Patent, or (b)
which (i) improves the performance of a Licensed Product or (ii) reduces
production, manufacturing or associated costs of the a Licensed
Product.




1.6.        “Know-How” means confidential or
proprietary information and materials (a) owned by Infotonics or in which
Infotonics has a legal interest and which Infotonics is free to disclose to
SensiVida, and (b) which were developed on or before the Effective Date of this
Agreement (or with respect to Improvements which were conceived or developed
during the Due Diligence Phase), and (c) are related to and useful with the
Patent Rights, and (d) or are related to and useful with any Improvements
conceived or developed during the Due Diligence Phase.


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1.7.        “Licensed
Product” means
any product or service utilizing the Technology that in the absence of the grant
of rights in this Agreement would infringe at least one claim of the Patents or
which incorporates or uses, in whole or in part, the Know-How.




1.8.        “Licensed
Territory”
means the entire world.




1.9         “Management
Stockholders”
means Kamal Sarbadhikari and such other individuals who, after the date of the
Agreement, are issued Common Stock (or rights thereto) as an incentive for such
persons to become executive officers of, or become part of the management
team.




1.10.    
 “Net
Sales” means
the invoice price for a Licensed Product (other than Sublicensing Revenues)
f.o.b. SensiVida factory, less tariffs, duties, sales and/or use taxes actually
paid, discounts allowed in amounts customary in the trade, transportation and
freight prepayments or allowances and amounts credited for returns, but before
deduction of any other items, including, but not limited to, employee or agents’
commissions. Where Licensed Products are not sold, but are otherwise disposed
of, the Net Sales price of such Licensed Products for the purposes of computing
royalties shall be the gross selling price at which products of similar kind and
quality are currently being offered for sale by SensiVida. Where such products
are not currently being offered for sale by SensiVida, the Net Sales price of
Licensed Products otherwise disposed of, for the purpose of computing royalties,
shall be the average gross selling price at which products of similar kind and
quality are then currently being offered for sale by other manufacturers. Where
such products are not currently sold or offered for sale by SensiVida or others,
then the Net Sales price, for the purposes of computing royalties, shall be
SensiVida’s cost of manufacture, determined by SensiVida’s customary accounting
procedures, plus one hundred percent (100%). Inorder to assure payment to
Infotonics of the full royalty payments contemplated in this Agreement,
SensiVida agrees that in the event any Licensed Products shall be sold for
purposes of resale to a person, corporation, firm, entity or association which
controls, is controlled by or is under common control with SensiVida, by stock
ownership or otherwise, the royalties to be paid in respect to such Licensed
Products shall be computed upon the gross selling price at which the purchaser
for resale sells such Licensed Products rather than upon the Net Sale price of
SensiVida.




1.11.     
“Patent
Costs” means
all reasonable out-of-pocket expenses (including attorneys’ fees) for the
preparation, filing, prosecution, and maintenance of all United States and
foreign patents included in Patent Rights. Patent Costs shall also include
reasonable out-of-pocket expenses for patentability opinions, inventorship
determination, preparation and prosecution of patent application,
re-examination, re-issue, interference, and opposition activities related to
patents or applications in Patent Rights. For the avoidance of doubt, Patent
Costs shall not include any costs of any nature arising out of or relating to
the prosecution or defense involving a claims of infringement of any Patent. The
costs associated with any infringement of any Patent shall be allocated in
accordance with Section 8.




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1.12.     “Patent
Rights” or
“Patents”
means Infotonics’ rights under applicable patent law to any subject matter
claimed in or covered by any patents or patent applications claiming the
inventions disclosed in the provisional applications listed on Exhibit A attached
hereto.




1.13.     
“Running
Royalties”
means two percent (2%) of Net Sales of Licensed Products.




1.14.     “Sublicense” means any third party
sublicense of the rights granted to SensiVida hereunder which involves nothing
more than a straight pass through to the sublicensee of all or a portion of the
rights granted to SensiVida hereunder. Any such third party is a
“Sublicensee”.




1.15.     “Sublicensing
Revenues” means
all (a) cash, (b)sublicensing fees (including royalties, up-front fees and milestone
payments), and (c) all other payments actually received by SensiVida from
Sublicenses, and (d) the fair market value of any non-cash consideration payable
to SensiVida from the Sublicense of its rights hereunder, other than research
and development money paid to SensiVida and used directly in the conduct of
research directly related to the exploitation of the Patent Rights.




1.16.     “Technology” means (a) the Patents and
Patent Rights and (b)the
Know-How. “Technology”
shall also include all improvements to which SensiVida shall have rights
pursuant to this License Agreement.




1.17.The
words “including” and/or “include” mean, as applicable,
including (or include) but not limited to.




2. GRANT
OF RIGHTS, RETAINED RIGHTS AND PROVIDED SERVICES.




2.1.        Exclusive License. According
to the terms of this Agreement, Infotonics grants to SensiVida an exclusive
license to utilize the Technology to make, have made, use, sell, offer for sale
and import Licensed Products in the Licensed Territory and in the Field.
Notwithstanding the foregoing, Infotonics reserves for itself those rights set
forth in Section 2.3.




2.2.        Non-Exclusive License.
According to the terms of this Agreement, Infotonics grants to SensiVida a
non-exclusive license to utilize Technology to make, have made, use, sell, offer
for sale and import Licensed Products in the Licensed Territory outside of the
Field. Notwithstanding the foregoing, Infotonics reserves for itself those
rights set forth in Section 2.3.




2.3.        Retained
Rights.




(a)          Infotonics
retains the right to use the Technology for the specific purposes of (i) making,
using and selling products utilizing the Technology for or on behalf of
SensiVida, (ii) Infotonics’ internal research and development activities, and
(iii) fulfilling its corporate purposes set forth in its Certificate of
Incorporation in effect of the date of this Agreement. [NEED COPY FOR
REVIEW].


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(b)          If
at any time during the Term of this Agreement SensiVida is not utilizing the
Technology outside of the Field and Infotonics has received a bona fide written
offer from a third-party (the “Third-Party Licensee”) to license the Technology
outside of the Field on an exclusive basis, Infotonics shall have the right on
thirty (30) day’s written notice to terminate SensiVida’s non-exclusive license
to use the Technology outside of the Field granted in Section 2.2 hereof. If
SensiVida is utilizing the Technology outside of the Field but in a field that
is discrete, definable and different from the field in which the Third-Party
Licensee seeks an exclusive license (the “Then Used Non-Exclusive Spin-Out
Space”) then, in accordance with the foregoing, Infotonics may terminate
SensiVida’s non-exclusive rights to use the Technology outside the Field
excepting only the Then Used Non-Exclusive Spin-Out Space and license it to a
third party. If SensiVida’s non-exclusive license to use the Technology outside
of the Field has been terminated in accordance with the provisions of this
Section 2.3(b), Infotonics shall have the obligation to re-instate such
non-exclusive license at such time there is no exclusive license in force and
effect with a Third Party License for any reason whatsoever including if
Infotonics does not actually enter into a license with any such Third-Party
Licensee; provided, however, that Infotonics shall retain all its rights set
forth in this Section 2.3(b) to enter into an exclusive license with a Third
Party License to use the Technology outside of the field upon the reinstatement
of SensiVida’s non-exclusive license.




2.4.        Grant
Back and Additional Rights.




(a)          In
consideration of Infotonics entering into this Agreement, SensiVida hereby
agrees and acknowledges that all Improvements created by either Infotonics or
SensiVida during the Due Diligence Phase shall, from the time of conception or
development, be the property of Infotonics. SensiVida shall promptly notify
Infotonics of each such Improvement created by SensiVida and, at Infotonics’
request, shall sign, and shall cause its employees and/or agents to sign, such
applications, assignments and other instruments, and shall otherwise provide
such cooperation, as Infotonics may reasonably request in order to achieve such
industrial or intellectual property status that Infotonics shall deem
appropriate and to perfect the assignment of the rights so granted by SensiVida
to Infotonics. For purposes of this Agreement all Improvements created by
Infotonics or SensiVida during the Due Diligence Phase shall be deemed to be
related to a Patent and the parties rights and obligations with respect to such
Improvements shall be the same as with respect to Patents. Upon the request of
Infotonics, SensiVida, at no charge, shall create and deliver to Infotonics such
information and data in writing or other fixed tangible medium such that a
person reasonably skilled in the art can perceive, understand and use the
Improvement.




(b)          SensiVida
hereby agrees and acknowledges that all Improvements created by Infotonics
during the Commercialization Phase shall, from the time of conception or
development, be the property of Infotonics. Infotonics shall promptly notify
SensiVida of each such Improvement created by Infotonics. If an Improvement
created by Infotonics during the Commercialization Phase resulted from a project
funded in whole or in part by SensiVida, Infotonics shall grant SensiVida an
exclusive license to use such Improvement in the Licensed Territory and in the
Field. For purposes of this Agreement, each such Improvement created by
Infotonics during the Commercialization Phase that resulted from a project
funded in whole or in part by SensiVida and is licensed by Infotonics to
SensiVida in accordance with the terms of this subsection 2.4(b), shall be
deemed to be related to a Patent and the parties rights and obligations with
respect to such Improvements shall be the same as with respect to the Patents.
If an Improvement created by Infotonics during the Commercialization Phase does
not result from a project funded in whole or in part by SensiVida, Infotonics
shall not have any obligation to grant SensiVida a license to use such
Improvement and SensiVida shall have no rights to such Improvement whatsoever
except as set forth subsection 2.4(c) below or in a separate writing signed by
both parties.


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(c)          If
Infotonics receives a bona fide written offer from a third party to enter into
an exclusive license for any Improvement created by Infotonics during the
Commercialization Phase that did not result from a project funded in whole or in
part by SensiVida, Infotonics shall first deliver to SensiVida a written notice
(a “Offer Notice”), which shall (i) state Infotonics intention to enter into an
exclusive license with such third party, the Improvement that is the subject of
the exclusive license (the “Subject Improvement”), the license fee therefore and
a summary of the other material terms of the proposed transaction and (ii) offer
to SensiVida the option to purchase the exclusive license to the Subject
Improvement upon the terms and subject to the conditions set forth in the Offer
Notice (the “Subject Improvement Offer”). The Subject Improvement Offer shall
remain open and irrevocable for a period of 30 days and, to the extent the
Subject Improvement Offer is accepted during such period, until the consummation
of the sale contemplated thereby. SensiVida shall have the right and option, for
said 30 day period after delivery of the Offer Notice (the “Acceptance Period”),
to agree to purchase the exclusive license to the Subject Improvement on the
terms stated in the Offer Notice. Such acceptance shall be made by delivering a
written notice to Infotonics within the Acceptance Period. If SensiVida fails to
accept the Subject Improvement Offer within the Acceptance Period, or shall
reject the Subject Improvement Offer in writing, then, upon the earlier of the
expiration of the Acceptance Period, or the giving of such written notice of
rejection, Infotonics may enter into an exclusive license for the Subject
Improvement with such third party.




(d)          Infotonics
hereby agrees and acknowledges that all Improvements created by SensiVida during
the Commercialization Phase shall, from the time of conception or development,
be the property of SensiVida. SensiVida shall promptly notify Infotonics of each
such Improvement created by SensiVida. Notwithstanding the foregoing, SensiVida
acknowledges and agrees that Infotonics shall have the right to use all such
Improvements created by SensiVida during the Commercialization Phase for the
specific purposes of (i) making, using and selling products utilizing such
Improvements for or on behalf of SensiVida, (ii) Infotonics’ internal research
and development activities, and (iii) fulfilling its corporate purposes set
forth in its Certificate of Incorporation.




2.5        
Right of First Refusal.During the term of this Agreement, SensiVida agrees to make all
reasonable efforts to utilize Infotonics for technology, development, scale-up
and for future manufacturing of Hyperspectral Imaging Products. Accordingly,
SensiVida wilI engage Infotonics to produce products or services embodying the
Technology at Infotonics fabrication facility at commercially reasonable rates
and hereby grants to Infotonics a right of first refusal (based on price,
quantity, quality, delivery dates, and related specification or production
terms) to produce any such service or product.


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3.        
   TERM.The term of this Agreement (the “Term”)
and the license set forth herein shall commence on the Effective Date and expire
on the later of (a) fifteen (15) years from the sale ofthe first
Licensed Product, or (b)the expiration of the last to expire Patent Right. In the event
Infotonics shall become insolvent during the Term, all Technology shall become
the property of SensiVida.




4. COMPENSATION.




4.1.        License Issue Fee. SensiVida
shall issue Infotonics 6,000 shares of SensiVida’s common stock representing six
percent (6%) of all of the issued and outstanding common stock of SensiVida as
of the date of issuance in accordance with a certain Subscription Agreement
between Infotonics and SensiVida dated simultaneously herewith. In the event any
of the Patent Rights or Patents set forth on Exhibit A are not issued to
Infotonics, the parties shall use commercially reasonable efforts to amend this
License Agreement to reflect the change in circumstances. If the parties cannot
agree, SensiVida shall have the right to terminate this License Agreement on
written notice to Infotonics, upon which event Infotonics shall return the 6,000
shares of SensiVida’s common stock.




4.2         Incubation Services Fee
SensiVida. SensiVida shall issue an additional 19,000 shares,
representing nineteen percent (19%) of the issued and outstanding common stock
as of the date of issuance in consideration for certain incubation assistance
and services provided to SensiVida during the Due Diligence Phase only as more
fully set forth on Exhibit B
attached hereto. In the event any of the Incubation Services (as defined in
Exhibit B) are not provided to SensiVida during the Due Diligence Phase of this
Agreement, Infotonics shall return the number of shares allocated to such
service as set forth in Exhibit B to SensiVida upon written demand.




4.3.        Royalties on Net Sales.
SensiVida shall pay the Running Royalties to Infotonics in accordance with
section 4.5.




4.4.        Sublicensing Royalties.
SensiVida shall pay Infotonics fifty percent (50%) of all Sublicensing Revenues
in accordance with section 4.5.




4.5.        Minimum Royalties. SensiVida
shall pay to Infotonics royalties as stated in Sections 4.2 and 4.3, but in no
event shall total royalties under Sections 4.2 and 4.3 for a specific calendar
year during the Term be less than the following minimum royalties during each of
the calendar years indicated:




Calendar Year
                  
                  Minimum Royalty1 -
      3
                  
                  $
                  10,0004-6
                  
                  $
                  20,000




The
obligation to pay the foregoing minimum royalties shall commence on the date
that is the later of (i) the expiration of the Due Diligence Phase, or (ii) six
(6) months after all of the following four (4) patents are issued by the United
States Patent and Trademark Office: (i) Application No. 60/803,289filed May 26, 2006, titled Compact Minimally Invasive Biomedical Monitor
(JFM Reference No. 92329.052206 US), (ii) Application No. PCT/US2006/13443filed April 11, 2006, titled Blood Monitoring System and Methods Thereof
(JFM Reference No. 92329.147105PCT), (iii) Application No. PCT/US2006/26774filed July 11, 2006 titled Minimally Invasive Allergy Testing Systems and
Methods Thereof (JFM Reference No. 92329.147805PCTl), and (iv) Application
titled Allergy Testing Cartridge with Coated Allergens (JFM Reference No.
92329.010107PCT). Should the obligation to pay minimum royalties commence during
any day of a calendar year other than January I, the minimum royalty due for
that calendar year only shall be computed in accordance with the following
equation:


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minimum
royalties =x(y/z).




Where “x”
is the number of calendar days remaining in the calendar year beginning on the
date the obligation to pay minimum royalties commences, “y” is $10,000, and “z”
is 365.




Infotonics
may, on thirty (30) days written notice to SensiVida, terminate this Agreement
at any time during the year subsequent to a year where SensiVida has failed to
pay the minimum royalty in accordance with this Article 4.




4.6.        Payment
Terms.




(a)           Not
later than the last day of each January, April, July, and November, SensiVida
shall furnish to Infotonics a written statement in such detail as Infotonics may
reasonably require of all amounts due pursuant to Sections 4.2 and 4.3 for the
quarterly periods ended the last days of the preceding December, March, June and
October, respectively, and shall pay to Infotonics in immediately available U.S.
funds all amounts due to Infotonics. In the event that the amounts due at the
end of any calendar year do not equal the minimum royalties specified in Section
4.4 for said calendar year, SensiVida shall pay to Infotonics on the last day of
the following January, the amount required to satisfy the minimum royalty
obligation for the preceding calendar year. Such amounts are due at the dates
the statements are due. If no amount is accrued during any semiannual period, a
written statement to that effect shall be furnished.




(b)          Within
thirty (30) days after any termination or expiration of this Agreement,
SensiVida shall render to Infotonics a report as contemplated by Section 4.5(a)
within thirty (30) days after any termination or expiration of this Agreement,
such report to cover the period from the latest date covered by the last
preceding report to the date of such termination, and shall pay to Infotonics in
immediately available U.S. funds all amounts due to Infotonics for such
period.




(c)          Payments
provided for in this Agreement, when overdue, shall bear interest until paid in
full at a rate per annum equal to one-half percent (0.5%) less than the “Prime
Rate” published by “The Wall Street Journal” on the date such payment is due.
SensiVida shall pay all reasonable legal and collection fees incurred by
Infotonics in collecting any amount required to be paid to Infotonics by
SensiVida hereunder.


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(d)          Sublicensing Revenues and Running
Royalties earned on sales occurring in any country outside the United States and
amounts due in connection with Sublicensing Revenues payable by a non-U.S.
entity may be reduced by any taxes, fees, or other charges imposed by the
government of such country on the payment of such amounts. SensiVida is
responsible for allbank transfer charges. If Licensed Products are sold
for monies other than United States dollars, SensiVida shall first determine the
earned royalty in the currency of the country in which Licensed Products were
sold and then convert the amount into equivalent United States funds, using the
exchange rate quoted in The Wall Street Journal, East Coast Edition, on the last
business day of the reporting period. If no exchange rate for a currency in a
country has been quoted in The Wall Street Journal during the twelve (12) month
period preceding the date on which such amount becomes due to Infotonics under
this Agreement, such amount payable for the country per unit of Licensed Product
shall be the average amount most recently paid for each unit of Licensed Product
in the country with the largest sales volume of the applicable Licensed Product
for which a currency conversion to United States Dollars is published in The
Wall Street Journal.




(e)           Notwithstanding
the provisions of subsection 4.5(a), if requested by SensiVida in writing,
Infotonics may, but shall have no obligation to, agree to the deferral of the
Running Royalties and the minimum royalties for up to (i) three (3) years from
the Effective Date, (ii) the closing date of a Change of Control Event, or (iii)
the termination of this Agreement for any reason whatsoever, whichever may occur
sooner. SensiVida will be responsible for paying all Running Royalties and the
minimum royalties accrued after such date to Infotonics in the normal manner in
accordance with subsection 4.5(a). All Running Royalties and minimum royalties
deferred under this subsection 4.5(e) shall be subject to interest as set forth
in subsection 4.5(c) from the time such amount would have been due until paid in
full. All deferred Running Royalties and minimum royalties including all accrued
interest shall be payable in full on the first quarterly payment date pursuant
to subsection 4.5(a) after the expiration of the deferment period. Deferral of
payment of the Running Royalties and minimum royalties under this subsection
shall not defer or otherwise alter SensiVida’s obligation to reimburse Patent
Costs and other amounts to Infotonics pursuant to Section 7 hereof.




4.7.        Books and Records.SensiVida
shall keep complete, true and accurate books of account containing reasonable
particulars that may be necessary for the purpose of showing the amounts payable
to Infotonics hereunder and for the purpose of showing compliance with all other
obligations under this Agreement (“SensiVida Records”). Such SensiVida Records
shall be available at all reasonable times during the Term and for five (5)
years following the end of the calendar year to which they pertain, to
inspection by Infotonics or its agents, upon reasonable notice to SensiVida.
Infotonics and its agents may make copies at their expense of SensiVida Records
during the course of an inspection. In addition, SensiVida agrees to provide
copies to Infotonics of SensiVida Records upon reasonable request of Infotonics.
SensiVida may charge Infotonics for such copies, based on SensiVida’s cost in
making such copies. Each party shall promptly pay or credit the other for any
underpayment or overpayment discovered during an inspection. If any such audit
shall result in the payment by SensiVida of additional royalties to Infotonics
which exceed by five percent (5%) the amount previously paid for the applicable
period audited, SensiVida shall pay the reasonable cost of the audit and
inspection.


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5.           COMMERCIALIZATION
EFFORTS.




5.1.        Level of Effort.SensiVida will use its
best efforts to develop, commercialize, market and sell Licensed Products, but
not less than such effort as would be used by a prudent business todevelop, commercialize, market and sell its products as expeditiously as
possible. For the avoidance of doubt, best efforts will include but not be
limited to (i) diligently seeking funding for operations though loans, equity
investment and grants and similar sources, (ii) hiring and retaining a
sufficient number of skilled personnel, and (iii) and devoting, its resources,
in each case, to diligently develop, commercialize, market and sell Licensed
Products; and shall also include achieving the milestone events set forth
below.




MILESTONE
                  
                  COMPLETION DATE1
                  
                  Recruitment
      of Management Team
                  
                  4
      months after the aggregate infusion of cash into SensiVida from all
      sources amounts to $4,000,000.2
                  
                  Development
      of a suitable opto-electronic subsystem capable of accepting the
      Infotonics developed/manufactured micro-needle cartridge.
                  
                  December
      31, 20073
                  
                  Launch
      and commercial sales of first Licensed Product
                  
                  March
      31, 2010




5.2.        Breach.Failure to use best efforts or failure to meet a Milestone set forth in
Section 5.1 will not be a cause for Infotonics to declare a breach of the
Agreement so long as SensiVida pays Minimum Royalties to Infotonics as described
in Section 4.4. If SensiVida fails to use best efforts or a Milestone is not met
by the appropriate date, then SensiVida has sixty (60) days to cure and meet
such Milestone. If at the end of such sixty (60) days, SensiVida has still not
met the required Milestone, Infotonics may terminate this Agreement upon
subsequent written notice to SensiVida and SensiVida’s rights in the Technology
shall end, or in Infotonics’ sole discretion, Infotonics may alternatively
decide to convert any exclusive license granted to SensiVida in this Agreement
to a non-exclusive license.




5.3.        Confidentiality.




(a)          In
connection with this Agreement, each of Infotonics and SensiVida may receive or
may learn of or have access to, certain confidential proprietary information
(“Confidential Information”) owned by the other or their respective affiliates,
business partners or clients. Confidential Information includes, but is not
limited to, the Know-How (in the case of Infotonics), any information, know-how
or data related to any Improvement and any data or information, oral or written,
that relates to Infotonics or SensiVida, as the case may be, and their
respective business activities, technology, developments, methods, trade
secrets, or clients. Notwithstanding the foregoing, Confidential Information is
deemed not to include information that is (i) publicly available without
restriction or violation of Infotonics’ rights, or (ii) approved by Infotonics
or SensiVida, as the case may be, for release or disclosure by the other in
writing without restriction.


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(b)          Each
of Infotonics and SensiVida shall maintain the other’s Confidential Information
in strict confidence and shall not disclose, publish or copy any part of the
other’s Confidential Information other than for the purposes of performing their
respective rights or duties under this Agreement. Each of Infotonics and
SensiVida shall take all reasonable and necessary precautions (but in no case
less that such precautions taken by a prudent business engaged in the same
industry to protect its most valuable information and trade secrets) in
protecting and handling the Confidential Information and limit disclosures to a
strict need-to-know basis. Each of Infotonics and SensiVida agrees to require
any party who obtains Confidential Information to comply with this Agreement and
further agrees to be responsible for any breach of this Agreement by such party.
Each of Infotonics and SensiVida may release and/or grant access to the other’s
Confidential Information only to its employees and agents with a bona fide “need
to know” who are instructed and agrees in writing not to disclose the
Confidential Information, not to use the Confidential Information for any
purpose, except as set forth herein, and who otherwise agree to the requirements
set forth in this Section 5.3. Each of Infotonics and SensiVida shall have
appropriate written agreements with any party receiving or who has access to the
other’s Confidential Information sufficient to comply with the provisions of
this Agreement, shall enforce such agreements at the request of the others, and
shall be responsible for any breach thereof by such third party.




6.          SUBLICENSING.




6.1.        Right of Sublicense. The
licenses granted in this Agreement includes the right of SensiVida to grant
sublicenses to third parties of the rights given to SensiVida in Section 2.1 and
subsection 2.4(b).




6.2.        Conditions.With respect to a sublicense(s) granted pursuant to this Section 6,
SensiVida shall:




(a)           not
receive, or agree to receive, anything of value in lieu of cash as consideration
from a third party without the express written consent of Infotonics, which
consent will not be unreasonably withheld;




(b)          enter
into a written sublicense agreement that, to the extent applicable, includes all
of the rights of and obligations due to Infotonics contained in this Agreement
and is approved by Infotonics, which approval will not be unreasonably
withheld;




(c)          promptly
provide Infotonics with a copy of each sublicense issued; and




(d)          use
commercially reasonable efforts to collect all payments due, directly or
indirectly, to Infotonics from Sublicensees and summarize and deliver all
reports due, directly or indirectly, to Infotonics from Sublicensees, and
require that upon any valid termination of the Agreement by Infotonics, upon
written notice from Infotonics payment and reporting obligations of such
Sublicensee will be due directly to Infotonics.


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6.3.        Assignment.




(a)          Upon
valid termination of this Agreement by Infotonics, SensiVida’s rights under any
sublicense agreement shall automatically be assigned to Infotonics. SensiVida
shall take all such necessary and appropriate acts to effectuate such
assignment.




(b)          To
effectuate the foregoing, SensiVida shall cause the following clause to be
included in all sublicense agreements.




SensiVida
covenants that it shall use its best efforts to maintain its license agreement,
pursuant to which this sublicense is granted, in full force and effect during
the entire term of this Agreement. Should, however, for any reason, SensiVida’s
license entitlements be terminated by its licensor, sublicensee recognizes that
this Agreement and sublicensee’s entitlements shall thereupon be automatically
transferred to that licensor by way of attornment and that, aside from
SensiVida’s entitlements with respect to royalty or other of the sublicensee’s
obligations that accrued prior to the termination of Licensor’s license,
SensiVida shall fully cooperate and aid and assist in the transfer of
sublicensee’s arrangements under this Agreement to SensiVida’s
licensor.




7.           PATENT
PROSECUTION AND PATENT COSTS.




7.1.        Patent Costs. Infotonics will
pay for all Patent Costs relating to the Technology during the Due Diligence
Phase. Infotonics will pay for all Patent Costs relating to Improvements
developed by it during the Due Diligence and Commercialization Phase, except for
maintenance costs during the Commercialization Phase for Improvements with
respect to which SensiVida is granted additional rights pursuant to Section 2.4
of this License Agreement, in which event SensiVida shall be responsible for the
Patent maintenance costs. SensiVida shall be responsible to pay all Patent
Costs, including maintenance costs, for any Improvements created by SensiVida
during the Commercialization Phase which pursuant to Section 2.4(d) or this
License Agreement are the property of SensiVida. SensiVida shall reimburse
Infotonics for Patent maintenance costs incurred by Infotonics relating to the
Technology during the Commercialization Phase within sixty days of its receipt
of a semiannual report of Patent and Improvement maintenance costs as required
above, provided SensiVida shall have also received, if it so requests, copies of
the applicable Patent and Improvement maintenance costs paid during the
applicable period.




7.2         Patent Rights Management.
Unless otherwise provided in this Agreement, Infotonics shall have the sole and
exclusive right to control and manage all future preparation, filing,
prosecution and maintenance of the Patent Rights.


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8. INFRINGEMENT.




8.1.        Notice of Infringement.
SensiVida shall promptly inform Infotonics in writing of any alleged
infringement by a third party of the Technology and provide all available
evidence of infringement.




8.2.        Enforcement Action. Infotonics
shall have the sole and exclusive right to enforce the Technology against any
infringer and to defend the Technology from any third-party claims of
infringement, invalidity or similar claim subject only to the following. If
within thirty (30) days after Infotonics becomes aware of (i) infringement or
possible infringement of the Technology, or (ii) infringement or possible
infringement by the Licensed Products of a third-party’s rights, or (iii) any
claim involving invalidity or similar claim with respect to the Technology,
Infotonics has not taken appropriate good faith steps (sufficient in SensiVida’s
reasonable discretion) to, as applicable, (w) cause the infringement to cease
and remediate any financial loss SensiVida has or is reasonable likely to incur,
(x) address the infringement by the Technology of a third-party’s rights, (y)
diligently prosecute or defend an infringement, invalidity or similar action in
good faith, or (z) if Infotonics notifies SensiVida of its intent not to bring
action against the alleged infringer or defend any claim, then SensiVida may
take whatever steps it deems appropriate (including commencing litigation) at
its own expense to address such infringement. In any such case Infotonics may at
any time participate in the action or proceeding at its own expense and
SensiVida shall keep Infotonics apprised of the status of such action or
proceeding and any developments in such action or proceeding promptly after such
development occurs.




8.3.        Cooperation. In any suit or
proceeding involving the enforcement or defense of the Technology, the other
party hereto agrees, at the request and expense of the party initiating such
suit, to reasonably cooperate and to make available relevant records, papers,
information, samples, specimens, and personnel as requested.




8.4.        Settlement. No settlement or
consent judgment or other voluntary final disposition of suit or proceeding
involving the Technology may be entered into without the consent of Infotonics
which consent will not be unreasonably withheld or delayed.




8.5.       
Recovery.




(a)          The
total cost of any infringement action commenced or defended solely by Infotonics
shall be borne by Infotonics and Infotonics shall keep any and all recovery or
damages derived there from.




(b)          The cost of any infringement action
commenced by SensiVida pursuant to the exercise of its rights under Section 8.2,
shall be borne by SensiVida. SensiVida may deduct any unreimbursed reasonable
litigation expenses and legal fees from any recovery of damages or settlement
received by SensiVida from any such suit, and the balance of such recovery shall
be retained by SensiVida but shall be considered a “one-time revenue event” and
SensiVida shall pay Infotonics a royalty of two percent (2%) of the amount
thereof, except that if any damagesare considered punitive or
consequential damages and not damages for lost sales, Infotonics shall be
entitled to fifty percent (50%) of such damages.


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9.           INDEMNIFICATION;
INSURANCE; LIMITATION OF LIABILITY.




9.1         Indemnification. SensiVida
shall defend, indemnify and hold Infotonics, its officers, directors, trustees,
employees and agents (“Indemnitees”) harmless from and against any and all
claims, actions, suits, loss, injury, expenses, damages, liability, cost and
expenses (including reasonable attorneys’ fees, whether incurred as the result
of a third party claim or a claim to enforce this provision) of any kind or
nature arising out of, or resulting from, any act or omission of SensiVida in
connection with this Agreement and any third-party claim arising out of or
related to SensiVida’s exercise or practice of the licenses granted under this
Agreement (including the sale or other disposition of Licensed Products) or any
sublicense.




9.2.        Insurance.




(a)          SensiVida
shall obtain, at its sole expense, and carry in full force and effect during the
entire Term of this Agreement, commercial general liability insurance and excess
liability insurance, written by insurer(s) licensed to do business in New York
State, which shall protect SensiVida and Infotonics with respect to events
covered by Section 9.1 above. Such insurance shall include coverage for bodily
injury, property damage, products liability, completed operations, premises
operations, advertising injury, personal injury, and contractual liability in an
amount not less than $1,000,000 per occurrence / $2,000,000 annual aggregate
written on an occurrence basis. Infotonics shall be named as an additional
insured on all policies purchased by SensiVida as described herein. SensiVida
shall provide a certificate of insurance to Infotonics evidencing this coverage
upon execution of this Agreement and annually thereafter, at policy renewal
dates throughout the term of this Agreement.




(b)          The
coverages and limits are to be considered minimum requirements under this
Agreement and in no way limit the liability of SensiVida.




(c)          The
insurance policies required to be obtained by SensiVida shall (i) provide that
the insurance shall not be cancelled or materially changed in the scope or
amount of coverage unless thirty (30) days’ prior written notice is given to
Infotonics; (ii) be primary, and not contributing with, or in excess of, the
coverage that Infotonics may carry, and (iii) include waivers of subrogation in
favor of Infotonics. SensiVida hereby waives all rights against Infotonics for
damages arising from any risk covered by the insurance described above,
including all rights of subrogation.




9.3.       
Limitation on Liability. INFOTONICS, AND ITS OFFICERS, DIRECTORS,
TRUSTEES, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO SENSIVIDA, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBLICENSEES, OR CUSTOMERS, FOR ANY LOST
PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, HOWEVER
CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR WARRANTY) AND
FOR ANY USE OF THE TECHNOLOGY OR OTHER EXERCISE OF SENSIVIDA’S RIGHTS HEREUNDER.
THIS LIMITATION APPLIES EVEN IF INFOTONICS HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE. INFOTONICS’ LIABILITY FOR ALL DAMAGES, ARISING OUT OF ALL CLAIMS
IN THE AGGREGATE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL
AMOUNT OF ROYALTIES OR OTHER PAYMENTS MADE TO INFOTONICS UNDER THIS AGREEMENT AS
OF THE DATE THAT IS SIX (6) MONTHS PRIOR TO THE DATE OF THE OCCURRENCE OF THE
FIRST EVENT FROM WHICH SUCH LIABILITY ARISES.


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10.         
WARRANTY. Infotonics
represents and warrants to SensiVida that (i) Infotonics has all necessary
corporate power and authority to enter into this Agreement, and (ii) this
Agreement constitutes the legal, valid and binding obligation of Infotonics
enforceable against Infotonics in accordance with its terms.




EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH HEREIN, INFOTONICS MAKES NO REPRESENTATIONS AND
EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF
PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND NON-INFRINGEMENT.




11.        
 TERMINATION.




11.1.     
Termination for Breach. If either party should violate or fail to perform
any material covenant, condition, obligation or undertaking of the Agreement,
then the other party may give written notice of such default. If SensiVida or
Infotonics should fail to cure such default within thirty (30) days of notice of
such default, then this Agreement may, at option of the other party, be
terminated by a second written notice to SensiVida, or Infotonics, as the case
may be.




11.2      
Termination of Related Agreements. If either SensiVida or Infotonics
should violate or fail to perform any material covenant, condition, obligation
or undertaking required of it contained in any of those certain Investor Rights
Agreement, Stockholders Agreement or Subscription Agreement, each entered into
by and between SensiVida and Infotonics on even date herewith, and it shall have
failed to cure any such default within any applicable cure period, then the
other party may, at its option, terminate this Agreement by written notice to
SensiVida or Infotonics, as the case may be.




11.3      
Termination for Failure to Produce Prototype. In the event a working
prototype is not developed on or before Deccmber 31, 2007, the parties will use
their respective commercially reasonable best efforts to ascertain the reasons
therefor and amend the aforesaid milestone date to a reasonable and realistic
alternative date. If the parties cannot agree on the reasons the prototype was
not developed, the corrective procedures necessary to develop a working
prototype, or a reasonable and realistic alternative date, either party shall
have the right to terminate this License Agreement, upon written notice to the
other.




11.4      
Automatic Termination. If SensiVida (a) has filed a bankruptcy action or
has filed against it a bankruptcy action that is not dismissed within sixty (60)
days, (b) becomes insolvent, (c) has a receiver appointed for it, or (d) makes
an assignment for the benefit of its creditors, this Agreement shall immediately
terminate without any further action by Infotonics.


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11.5   
   Accrued Obligations. Termination of this Agreement
shall not relieve either party of any obligation or liability accrued hereunder
prior to such termination, or rescind or give rise to any right to rescind any
payments made or other consideration given to Infotonics hereunder prior to the
time such termination becomes effective. Such termination shall not affect in
any manner any rights of Infotonics arising under this Agreement prior to the
date of such termination.




11.6      
Survival. The provisions Articles 1, 4, 6, 7, 9, 10, 12, 14 and 17 and
Sections 2.3, 2.4, 5.3 and 11.4 shall survive termination of this
Agreement.




12.         ASSIGNMENT. This Agreement and
the licenses granted hereunder may not be assigned by SensiVida except in
connection with the sale or other transfer of SensiVida’s business to which the
licenses granted hereunder relate, so long as SensiVida gives Infotonics at
least thirty (30) days’ prior written notice of any sale or transfer of
SensiVida’s business to which the licenses granted hereunder relate, and
provides Infotonics with documentation executed by the assignee that confirms
the assignee’s agreement to be bound by the terms and provisions of this
Agreement. Any assignment not in accordance with the foregoing is null and
void.




13.         OBLIGATIONS TO GOVERNMENT AND OTHER
SPONSORS. The Agreement may be subject to the rights of the United States
Government, a state government or a public or private entity (a “Third-Party”),
if any, resulting from any funding of the development of such Technology.
SensiVida acknowledges that such rights, if applicable to Technology, may
reserve to such Third-Party a license to practice or have practiced on its
behalf any so-funded invention claimed within any associated patents or patent
applications as well as other rights.




14.         NON-USE OF NAMES. SensiVida
shall not use Infotonics’ name or adaptation thereof (including logos and
symbols associated with Infotonics, or the names of the scientists, researchers
or others employed at or with Infotonics in any advertising, promotional or
sales literature without first obtaining Infotonics’ prior written consent, or
in the case of the names of such researchers, scientists or employees the prior
written consent of the individuals, except that SensiVida may state that it is a
licensee of Infotonics.




15.         FOREIGN LAWS. When required by
local or national law, SensiVida shall register this Agreement, pay all costs
and legal fees connected therewith, and otherwise insure that the local/national
laws affecting this Agreement are fully satisfied.




16.         EXPORT CONTROLS. SensiVida
expressly acknowledges that the export of commodities or technical data from the
United States, and/or the re-export from foreign countries of commodities or
technical data or direct products of technical data of United States origin, may
be conditioned upon the issuance of an export license by the government of the
United States. SensiVida represents and warrants that it will not export or
re-export any commodities or technical data or direct products of technical data
in connection with this Agreement except in strict compliance with all
applicable United States export control laws and regulations as in effect from
time to time. Infotonics neither represents that an export license is or is not
required nor that, if required, it will be issued.


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17.         MISCELLANEOUS.




17.1.    
Governing Law. This Agreement shall be construed, governed, interpreted
and applied in accordance with the laws of the State of New York, without regard
to conflict of law principles, except that questions affecting the construction
and effect of any Patent Right shall be determined by the law of the country in
which the Patent Right was granted.




17.2.    
Severability. The provisions of this Agreement are severable, and if any
provisions of this Agreement are determined to be invalid or unenforceable under
any controlling body of law, such invalidity or unenforceability shall not in
any way affect the validity or unenforceability of the remaining provisions
hereof. The parties acknowledge that they have bargained this Agreement in
good-faith to protect a legitimate business interest consistent with reasonable
standards of fair dealing. Accordingly, the parties agree that should a court or
similar body of competent jurisdiction determine that any part of this Agreement
is invalid, partial enforcement of this Agreement or revisions of said part are
appropriate.




17.3.     
Notices. All notices, requests, consents and other communications to be
provided under this Agreement must be in written and will be delivered in person
or sent overnight delivery by a nationally recognized courier or by certified or
registered mail, return receipt requested to the addresses provided below, and
will be deemed to have been given when hand delivered, one (I) day after mailing
when mailed by overnight courier or five (5) days after mailing by registered or
certified mail:




If
      to SENSIVIDA, to:If
      to INFOTONlCS, to:







17.4.    
Waiver. No party may waive any rights, any obligation of any other party
or any provision of this Agreement except by a written instrument signed by the
waiving party. A party’s waiver of any failure or refusal of any other party to
comply with this Agreement shall not be deemed a waiver of any other or
subsequent failure or refusal to so comply. The failure or delay of any party to
enforce any right or obligation or any provision of this Agreement in a
particular instance shall not constitute a waiver of the same in that or any
other instance.


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17.5.    
Construction. This Agreement is a negotiated document and the parties
have actively participated in its negotiation. Each of the parties has received,
or has had the opportunity to seek, legal or financial counsel and advice as
such party has deemed appropriate. The terms of this Agreement reflect the
informed business decisions of sophisticated parties, and therefore no part of
this Agreement should be construed more harshly against one party over the
other.




17.5.     Entire
Agreement. This Agreement embodies the entire agreement and understanding
among the parties to this Agreement and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement. None of the
terms or provisions of this Agreement may be altered, modified, or amended
except by the execution of a written instrument signed by the
parties.




SIGNATURE
PAGE FOLLOWS


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives.




SENSIVIDA
      MEDICAL SYSTEMS, INC.By:
              /s/
      KAMAL SARBADHIKARI 2/27/07Print Title:
              CEOPrint Name:
              KAMALSARBADHIKARI





INFOTONICS
      TECHNOLOGY CENTER, INC.By:
              /s/ DAVID R. SMITHPrint Title:
              CEOPrint Name:
              DAVID R.
SMITH


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EXHIBIT
A




PATENTS
AND PATENT RIGHTS




U.S. and PCTPending ApplicationsTab
              
              Filing Date
              
              Application No.
              
              Title
              
              JFM Reference
                No.1
              
              26-May-2006
              
              60/803,289
              
              Compact
      Minimally-Invasive Biomedical Monitor
              
              92329.052206US2
              
              11-April-2006
              
              11/279,290
              
              Blood
      Monitoring Systems and Methods Thereof
              
              92329.l47l05US23
              
              11-April-2006
              
              PCT/US2006/l3443
              
              Blood
      Monitoring Systems and Methods Thereof
              
              92329.147105PCT4
              
              30-June-2006
              
              PCT/US2006/26l05
              
              Non-Invasive,
      Spectral, Glucose Monitoring Systems and Methods Thereof
              
              92329.147205PCT5
              
              25-April-2006
              
              11/380,063
              
              Microneedle
      With Glucose Sensor and Methods Thereof
              
              92329.147305US26
              
              25-April-2006
              
              PCT/US2006/l5356
              
              Microneedle
      With Glucose Sensor and Methods Thereof
              
              92329.147305PCT7
              
              11-July-2006
              
              PCT/US2006/26774
              
              Minimally
      Invasive Allergy Testing Systems and Methods Thereof
              
              92329.l47805PCTl8
              
              11-July-2006
              
              PCT/US2006/26734
              
              Minimally
      Invasive Allergy Testing Systems and Methods Thereof
              
              92329.147805PCT29
              
              
              
              PCT/US2007/6l604
              
              Minimally
      Invasive Allergy Testing with Coated Allergen10
              
              
              
              
              
              Allergy
      Testing Cartridge with Coated Allergens
              
              92329.0l0l07PCT




In
addition to the foregoing, the definition of “Patents” and “Patent Rights” shall
also include:




(a)          All
Improvements conceived or developed during the Due Diligence Phase;




(b)          Confidential
or proprietary information and materials (i) owned by Infotonics or in which
Infotonics has a legal interest and which Infotonics is free to disclose to
SensiVida, and (ii) which were developed on or before the effective date of this
Agreement (or with respect to Improvements which were conceived or developed
during the Due Diligence Phase), and (iii) are related to and useful with the
Patents or any Improvement conceived or developed during the Due Diligence
Phase; and




(c)          any
patents resulting from work done with funding from government agencies will have
ownership rights dictated by the government agencies rules and
provisions.


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EXHIBIT
B




SERVICES
TO BE PROVIDED BY INFOTONICS DURING THE DUE DILIGENCE


PHASE




Infotonics
shall provide the following “Incubation Services” to SensiVida during the Due
Diligence Phase for the number of shares of Common Stock set forth
below:




A.           Legal Document Package:
Infotonics will assist the startup in the development of the initial corporate
documents and will see to their completion at no cash expense to the startup,
typically, the Articles of Incorporation, By-Laws, and the Shareholders’
Agreement.




Number of
Shares:                         1,000




B.Demonstration of Working
Prototype: Infotonics will provide at least one working prototype
demonstrating the licensed Technology.




Number of
Shares:                         10,000




C.Demonstration of Robust
Manufacturing Process: Infotonics will demonstrate a working product with
robust manufacturing process.




Number of
Shares:                         4,000




D.           Employee Assistance:
Infotonics will make Jose Mir or an appropriate equivalent employee available to
SensiVida for up to seventy-five percent (75%) of his work time at reasonable
times and frequencies as necessary for the purpose of assisting SensiVida to
develop prototypes and “proof of concept” models of Licensed Products and
provide additional employees as reasonably needed.




Number of
Shares:                         1,000
for each employee in addition to Jose Mir or an appropriate equivalent employee
spending more than 50% of his or her time working directly for SensiVida for one
year.




E.           Space and other Physical Incubation
Services: Infotonics will provide SensiVida the use of “incubation”
space, equipment and certain other physical services (such as computer resources
and computer networks) on its premises as approved by Infotonic’s management
team.




Number of
Shares:                         1,000
shares for space of approximately 400 square feet of office space and
approximately 400 square feet of lab space including utilities and building and
equipment services for one year.


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F.      
     Freedom to Execute
Assurance:Infotonics will provide a freedom to use or execute the
licensed Technology with assurance that use of the licensed Technology will not
knowingly infringe on other existing patents.




Number of
Shares:                         2,000


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