Exhibit 10.25


     

    LICENSE
AGREEMENT

    University
of Michigan File 1184

     

    This
Agreement is effective as of January 31, 2011 (the “Effective Date”), between
Medgenics, Inc. (including AFFILIATES collectively “LICENSEE”) having the
address in Article 13 below, and the Regents of the University of Michigan, a
constitutional corporation of the state of Michigan (“MICHIGAN”). This document
executed February 15, 2011 replaces the agreement executed February 10 which was
executed in error. LICENSEE and MICHIGAN agree as follows:

     

     

    ARTICLE 1 -
DEFINITIONS

     

    1.1    “AFFILIATE”
means any corporation or other entity that controls, is controlled by, or is
under common control with, a party. A corporation or other entity shall be
regarded as in control of another corporation or entity if it owns or directly
or indirectly controls more than 50%
of the voting securities or other ownership interest of the other
corporation or entity, or if it possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of the corporation
or other entity.

     

    1.2    “FIELD OF
USE” means ex vivo introduction of genes into cells or tissue, said cells or
tissue intended to be administered in whole or in part to subjects for
therapeutic uses, and specifically excludes the use of transgenic animals or
their byproducts for production of Factor VIII molecules.

     

    1.3    “FIRST
COMMERCIAL SALE” means the first sale, rental, or lease of any LICENSED
PRODUCT
or first commercial use of any LICENSED PROCESS by LICENSEE or a SUBLICENSEE,
other than sale, rental or lease of a LICENSED PRODUCT or use of a LICENSED
PROCESS for use in trials or research, such as field trials or clinical trials,
being conducted
in order to obtain FDA or other governmental approvals to market LICENSED
PRODUCTS
or otherwise commercially use LICENSED PROCESSES.

     

    1.4    “LICENSED
PROCESS(ES)” means any process or method that, but for this Agreement, comprises
an infringement of (including contributory or inducement) an issued, unexpired
claim or a pending claim pending for less than four (4) years contained in the
PATENT RIGHTS or uses a LICENSED PRODUCT.

     

    1.5    “LICENSED
PRODUCT(S)” means any product that: (a) but for this Agreement comprises an
infringement of (including contributory or inducement) an issued, unexpired
claim or a pending claim that is pending for less than four (4) years contained
in the PATENT RIGHTS in the country in which any such product or product part is
made, used, imported, offered for sale or sold; or (b) is manufactured by using
a LICENSED PROCESS or is employed to practice a LICENSED PROCESS.

     

    1.6    “NET SALES”
means the amount actually received by LICENSEE from a third party (which is
not a wholly-owned AFFILIATE) from the sale, rental or lease of LICENSED
PRODUCTS;
and uses or licenses of LICENSED PROCESSES by LICENSEE, less the following
deductions (but only to the extent such sums are otherwise included in NET SALES
and are not obtained in view of other consideration received by
LICENSEE):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
              

            	
              (a)

            	
              any
      normal and customary refunds, discounts, rebates, returns and allowances
      to customers and retroactive price reductions and chargeback payments
      actually incurred during the accounting period, and rebates granted to
      managed health care organizations or to federal, state and local
      governments;

            


    

     

    
      	
              
              

            	
              (b)

            	
              sales,
      tariff duties and/or use taxes directly imposed and with reference to
      particular sales;

            


    

     

    
      	
              
              

            	
              (c)

            	
              prepaid
      freight applicable to the product, if separately itemized on the invoice
      and paid by the customer; and

            


    

     

    
      	
              
              

            	
              (d)

            	
              amounts
      actually refunded or credited on
returns.

            


    

     

    Where
LICENSEE receives any consideration other than cash for such transactions, fair
market cash value for such consideration, to be agreed upon by the parties
hereto, shall be included in NET
SALES.

     

    1.7    “PATENT
RIGHTS” means MICHIGAN’S legal rights under the patent laws of the United States
or relevant foreign countries for all of the following:

     

    
      	
              
              

            	
              (a)

            	
              United
      States and foreign patent(s) and/or patent application(s), and
      divisionals, continuations, and continuations-in-part (but only to the
      extent that such continuations-in-part claims are specifically directed to
      the subject matter described and/or claimed by another patent or
      application included in the PATENT RIGHTS) and foreign counterparts of the
      same as set forth on Appendix A attached
hereto;

            


    

     

    
      	
              
              

            	
              (b)

            	
              United
      States and foreign patents issued from the applications listed on Appendix
      A attached hereto, including any reissued or reexamined patents based upon
      the same.

            


    

     

    1.8    “ROYALTY
PERIOD(S)” means the annual periods ending on the last day of December each
year.

     

    1.9    “SUBLICENSEE(S)”
means any person or entity sublicensed, or granted an option for a sublicense,
by LICENSEE under this Agreement to any PATENT RIGHTS or LICENSED PRODUCTS
or LICENSED PROCESS, other than a purchaser of a LICENSED PRODUCT or
LICENSED
PROCESS receiving an implied license based solely upon such
purchase.

     

    1.10    “SUBLICENSING
REVENUE” means all amounts actually received by LICENSEE from a SUBLICENSEE
pursuant to a sublicense agreement, or grant of an option to sublicense,
involving the PATENT RIGHTS. SUBLICENSING REVENUE shall not include payments
made to LICENSEE for research or clinical development programs. NET SALES does
not include SUBLICENSING REVENUE.

     

    1.11    “TERRITORY”
means worldwide.

     

     

    2

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      ARTICLE 2 - GRANT OF
LICENSE

       

    

    2.1    MICHIGAN
hereby grants to LICENSEE an exclusive license under the PATENT RIGHTS, with the
right to grant sublicenses through multiple tiers, both subject to the terms and
conditions of this Agreement, in the FIELD OF USE and the TERRITORY to make,
have made, import, use, have used, market, offer for sale, sell and have sold
LICENSED PRODUCTS and to practice LICENSED PROCESSES.

     

    2.2    Without
limiting any other rights it may have, MICHIGAN specifically reserves the right
to practice the PATENT RIGHTS for (i) academic research, (ii) public service,
(iii) internal (including clinical) and/or (iv) educational purposes. MICHIGAN
further reserves the right to grant to non-profit research institutions in the
United States and Canada the limited right to practice the PATENT RIGHTS for (i)
academic and non-profit research not sponsored by a for- profit entity and (ii)
educational purposes, if MICHIGAN further notifies any such institution of the
rights previously granted in this Agreement. In addition, LICENSEE acknowledges
that the Howard Hughes Medical Institute (“HHMI”) has a paid-up, non-exclusive,
irrevocable license to use the PATENT RIGHTS for HHMI’s research purposes, but
with no right to assign or sublicense.

     

    2.3    This
Agreement shall extend until expiration of the last to expire of the PATENT
RIGHTS, unless sooner terminated as provided in another specific article of this
Agreement.

     

    2.4    LICENSEE
agrees that LICENSED PRODUCTS used, leased or sold in the United States shall be
manufactured substantially in the United States. At LICENSEE’s reasonable
request, MICHIGAN will request and use its reasonable efforts to obtain a waiver
of the requirements imposed by the Bayh-Dole Act (the University and Small
Business Patent Procedures Act adopted in 1980) and LICENSEE shall cooperate
with MICHIGAN and provide all reasonably requested information in support of
such waiver application.

     

    2.5    The licenses
granted in this Agreement are subject to any rights required to be granted under
prior research or sponsorship agreements, or retained by the U.S. government,
for example in accordance with Chapter 18 or Title 35 of U.S.C. 200-2 12 and the
regulations thereunder (37 CFR Part 401), when applicable. Each of MICHIGAN and
LICENSEE agrees to comply in all respects, and shall provide each other with all
reasonably requested information and cooperation for the parties to comply with
applicable provisions of the same and any requirements of any contracts between
MICHIGAN and any agency of the U.S. government that provided funding for the
subject matter covered by the PATENT RIGHTS.

     

     

    ARTICLE 3 -
CONSIDERATION

     

    3.1           
 LICENSEE shall pay royalties to MICHIGAN until the expiration date of the
last to expire of PATENT RIGHTS on a country by country basis or until this
Agreement is terminated. Royalties shall include:

     

     

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (a)

              	
                A
      License Issue Fee equal to Twenty-Five Thousand Dollars ($25,000). Such
      License Issue Fee shall be nonrefundable and is due fourteen days (14)
      from the complete execution of this Agreement. LICENSEE will pay further
      fees in the form of reimbursement of certain costs pursuant to Article 7
      hereof.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Running
      Royalties as a sliding scale percentage of NET SALES as
      follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                5%
      of NET SALES for total cumulative NET SALES up to 10,000,000
      USD.

              


      

      
        	
                 
      

              	
                (ii)

              	
                4%
      of NET SALES for total cumulative NET SALES from 10,000,001 USD to
      25,000,000 USD.

              


      

      
        	
                 
      

              	
                (iii)

              	
                3%
      of NET SALES for total cumulative NET SALES from 25,000,001 USD to
      50,000,000 USD.

              


      

      
        	
                 
      

              	
                (iv)

              	
                2%
      of NET SALES for total cumulative NET SALES above 50,000,000
      USD.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      LICENSEE makes any NET SALES to any AFFILIATE of LICENSEE, at a price less
      than the regular price charged to other parties, the Running Royalties
      payable to MICHIGAN shall be computed on the basis of the regular price
      charged to non-AFFILIATE parties.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      percentage of SUBLICENSING REVENUE as
follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                6%
      for the cumulative SUBLICENSING REVENUE up to 10,000,000
    USD.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                5%
      for the cumulative SUBLICENSING REVENUE from 10,000,001 USD to 50,000,000
      USD.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                4%
      for the cumulative SUBLICENSING REVENUE above 50,000,000
    USD.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Payment of back patent costs
      incurred by MICHIGAN of $ 35,930.89 as of January 31,
      2011.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                LICENSEE
      shall pay to MICHIGAN an Annual License Fee which shall be deemed earned
      and shall be due and payable in arrears on each anniversary date of this
      Agreement commencing one year after the Effective Date of this Agreement,
      in the amount of Ten Thousand Dollars ($10,000) per year until: (i) the
      first anniversary date of the Effective Date of this Agreement following
      the signing of the first SUBLICENSE or (ii) the sixth (6th) anniversary date of the
      Effective Date of this Agreement, whichever occurs first, at which
      anniversary the Annual License Fee shall increase to $50,000 for the
      remainder of this Agreement. 

                 

                LICENSEE
      may credit each Annual License Fee in full against all royalties under
      subparagraphs (b) and (d) above otherwise due MICHIGAN for the prior
      twelve month period on which the Annual License Fee
    accrues.

              


      

       

       

       

      4

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  (g)

                	
                  LICENSEE
      shall pay the following periodic payments (“PERIODIC
      PAYMENTS”):

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  $50,000
      upon completion of Phase I safety
trials

                


        

        
          	
                   
      

                	
                  (ii)

                	
                  $100,000
      upon completion of Phase II clinical
trials

                


        

        
          	
                   
      

                	
                  (iii)

                	
                  $200,000
      upon completion of Phase III clinical
trials

                


        

        
          	
                   
      

                	
                  (iv)

                	
                  $400,000
      upon launch of LICENSED PRODUCT in each of the following markets: United
      States, England, France, Germany, Canada, Australia, or Japan.
      

                   

                  PERIODIC
      PAYMENTS, except for market launch PERIODIC PAYMENT set forth in clause
      (iv) above, are non-refundable and non-creditable against future
      royalties, with the exception that the market launch PERIODIC PAYMENT is
      fully creditable against future
royalties.

                


        

         

        3.2           LICENSEE
shall be responsible for the payment of all non-income taxes, duties, levies,
and other charges imposed by any taxing authority with respect to the royalties
paid to MICHIGAN under this Agreement; provided, however, that in no event shall
LICENSEE be responsible for the payment of any income taxes or charges on
MICHIGAN’S income. Except as set forth above, should LICENSEE be required under
any law or regulation of any government entity or authority to withhold or
deduct any portion of the payments on royalties due to MICHIGAN, then the sum
payable to MICHIGAN shall be increased by the amount necessary to yield to
MICHIGAN an amount equal to the sum it would have received had no withholdings
or deductions been made. MICHIGAN shall cooperate reasonably with LICENSEE in
the event LICENSEE elects to assert, at its own expense, an exemption from any
such tax or deduction.

         

        3.3           LICENSEE
is not obligated to pay multiple royalties if any LICENSED PRODUCT or LICENSED
PROCESS is covered by more than one claim of PATENT RIGHTS or the same LICENSED
PRODUCT is covered by claims in two or more countries.

         

        3.4           Royalty
payments shall be made to “The Regents of the University of Michigan” in United
States dollars. Payments drawn directly on a U.S. bank may be made by either
check to the address in Article 13 or by wire transfer. Any payment drawn on a
foreign bank or foreign branch of a U.S. bank shall be made only by wire
transfer. Wire transfers shall be made in accordance with the following or any
other instructions as may be specified by MICHIGAN: ABA/Routing No. ####;
Account No. ####; SWIFT Bank Identifier Code ####; Account Name: The Regents of
the University of Michigan EFT Depository; Bank of America, Troy, Michigan USA
48084. In computing royalties, LICENSEE shall convert any revenues it receives
in foreign currency into its equivalent in United States dollars at the most
recent exchange rate published in the Wall Street Journal on the last business
day of the ROYALTY PERIOD during which such payments are received by LICENSEE,
or at such other exchange rate as the parties may agree to in
writing.

         

        3.5           Royalty
payments shall be made on an annual basis with submission of the reports
required by Article 4. All amounts due under this Agreement, including amounts
due for the payment of patent expenses, shall, if overdue, be subject to a
charge of interest compounded monthly
until payment, at a per annum rate of one and one-half percent (1.5 %) above the prime rate in effect
at the JP Morgan Chase Bank, N.A. or its successor bank on the due date (or at
the highest allowed rate if a lower rate is required by law) or $250, whichever
is greater. The payment of such interest shall not foreclose MICHIGAN from
exercising any other rights it may have resulting from any late payment.
LICENSEE shall reimburse MICHIGAN for the costs, including reasonable attorney
fees, for expenses paid in order to collect any amounts overdue more than 120
days.

         

         

        5

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          ARTICLE 4 -
REPORTS

           

          4.1    Until the
FIRST COMMERCIAL SALE, LICENSEE shall provide to MICHIGAN a written annual
report on or before January 31 of each year. The annual report shall include:
reports of progress on research and development, regulatory approvals,
sublicensing, marketing and sales during the preceding twelve (12) months, and
plans for the coming year for each LICENSED PRODUCT. LICENSEE also shall report
to MICHIGAN the date of first sale or lease of LICENSED PRODUCTS (or results of
LICENSED PROCESSES) in each country within thirty (30) days of
occurrence.

           

          4.2    After the
FIRST COMMERCIAL SALE, LICENSEE shall provide annual reports to MICHIGAN. By
each January 31 (i.e., within one month after each ROYALTY PERIOD closes,
including the close of the ROYALTY PERIOD immediately following any termination
of this Agreement), LICENSEE shall report to MICHIGAN for that ROYALTY
PERIOD:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    number
      of LICENSED PRODUCTS sold, leased, or distributed, however characterized,
      by LICENSEE and each SUBLICENSEE.

                  


          

          
            	
                     
      

                  	
                    (b)

                  	
                    NET
      SALES, excluding the deductions provided therefor, of LICENSED PRODUCTS
      sold, distributed, used, rented, leased, or licensed, however
      characterized, by LICENSEE and all
SUBLICENSEES.

                  


          

          
            	
                     
      

                  	
                    (c)

                  	
                    accounting
      for all LICENSED PROCESSES used, sold, or licensed, however characterized,
      by LICENSEE and all SUBLICENSEES included in NET SALES, excluding the
      deductions therefor.

                  


          

          
            
              	
                       
      

                    	
                      (d)

                    	
                      deductions
      applicable as provided in the definition for NET SALES above. 
      

                    
	 	(e)	royalties
      due on additional payments from SUBLICENSEES under Paragraph 3.1 above,
      including supporting figures.


            

          

          
            	
                     
      

                  	
                    (f)

                  	
                    foreign
      currency conversion rate and calculations (if applicable) and total
      royalties due.

                  


          

          
            	
                     
      

                  	
                    (g)

                  	
                    names,
      addresses, and U.S.P.T.O. Entity Status (as discussed in Paragraph 4.5) of
      all SUBLICENSEES having a sublicense or option therefor any time during
      the particular ROYALTY PERIOD.

                  


          

          
            	
                     
      

                  	
                    (h)

                  	
                    for
      each sublicense or amendment thereto completed in the particular ROYALTY
      PERIOD (including agreements under which LICENSEE will have LICENSED
      PRODUCTS made by a third party), the date of each agreement and amendment,
      the territory of the sublicense, the scope of the sublicense, and the
      nature, timing and amounts of all fees and royalties to be paid
      thereunder.

                  


          

           

           

          6

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	
                       
      

                    	
                      (i)

                    	
                      any
      milestone (under Article 3 or Article 5) that has been achieved, and
      any milestone that was due during the ROYALTY PERIOD but not achieved,
      specifying each milestone and whether or not it was
    achieved.

                    


            

             

            LICENSEE
shall include the amount of all payments due, and the various calculations used
to arrive at those amounts, including the quantity, description (nomenclature
and type designation as described in Paragraph 4.3 below), country of
manufacture and country of sale or use of LICENSED PRODUCTS and LICENSED
PROCESSES. LICENSEE shall direct its authorized representative to certify that
reports required hereunder are correct to the best of LICENSEE’s knowledge and
information. Failure to provide reports as required under this Article 4 shall
be a material breach of this Agreement.

             

            If no
payment is due, LICENSEE shall so report to MICHIGAN that no payment is
due.

             

            4.3           LICENSEE
shall promptly establish and consistently employ a system of specific
nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES
to permit identification and segregation of various types where necessary.
LICENSEE shall consistently employ, and shall require SUBLICENSEES to
consistently employ, the system when rendering invoices thereon and shall inform
MICHIGAN, or its auditors, when requested, as to the details concerning such
nomenclature system, all additions thereto and changes therein.

             

            4.4           LICENSEE
shall keep, and shall require SUBLICENSEES to keep, true and accurate records
containing data reasonably required for the computation and verification of
payments due under this Agreement. LICENSEE shall, and it shall require all
SUBLICENSEES and those making LICENSED PRODUCTS, to: (a) open such records for
inspection upon reasonable notice during business hours, and no more than once
per year, by either MICHIGAN auditor(s) or an independent certified accountant
selected by MICHIGAN, for the purpose of verifying the amount of payments due;
and (b) retain such records for six (6) years from date of
origination.

             

            The terms
of this Article shall survive any termination of this Agreement. MICHIGAN is
responsible for all expenses of such inspection, except that if any inspection
reveals an underpayment greater than two percent (2%) of royalties due MICHIGAN,
then LICENSEE shall pay all expenses of that inspection and the amount of the
underpayment and interest to MICHIGAN within twenty-one (21) days of written
notice thereof. LICENSEE shall also reimburse MICHIGAN for reasonable expenses
required to collect the amount underpaid.

             

            4.5  
        So that MICHIGAN may pay
the proper U.S. Patent and Trademark Office fees relating to the PATENT RIGHTS,
if LICENSEE, any company related to LICENSEE or SUBLICENSEE (including optionees
and AFFILIATES) does not qualify as a “Small Entity” under U.S. patent laws,
LICENSEE shall notify MICHIGAN immediately. The parties understand that the
changes to LICENSEE’s, SUBLICENSEE’s, or optionees’ businesses that might affect
entity status include: acquisitions, mergers, hiring of a total of more than 500
total employees, sublicense agreements, and sublicense options.

             

             

            7

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              ARTICLE 5
-
DILIGENCE


               

              5.1           LICENSEE
shall use commercially reasonable efforts to bring a LICENSED PRODUCTS to market
or one or more LICENSED PROCESSES to commercial use through a commercially
reasonable and diligent program for exploiting the PATENT RIGHTS and to continue
active, diligent efforts throughout the life of this Agreement. LICENSEE has the
responsibility to do all that is commercially necessary to obtain and retain any
governmental approvals to manufacture and/or sell LICENSED PRODUCTS and/or use
LICENSED PROCESSES for all relevant activities of LICENSEE and
SUBLICENSEES.

               

              5.2           As
part of the diligence required by Paragraph 5.1,
LICENSEE agrees to reach the following commercialization and research and
development milestones for the LICENSED PRODUCTS and LICENSED PROCESSES
(together the “MILESTONES”) by the following dates:

               

              
                	
                         
      

                      	
                        1.

                      	
                        Demonstrate
      biopumps making at least 10 units of Factor VIII per day in vitro within 24
      months of Effective Date (“MILESTONE
#1”);

                      


              

               

              
                	
                         
      

                      	
                        2.

                      	
                        Initiate
      animal trials for implanting biopumps in appropriate animal models within
      12 months of MILESTONE #1 or 36 months of Effective Date, whichever is
      earlier (“MILESTONE #2”); and

                      


              

               

              
                	
                         
      

                      	
                        3.

                      	
                        Either
      (“MILESTONE #3”) (i) initiate Phase I clinical study within 12 months of
      reaching the target delivery milestone of the animal trials in MILESTONE
      #2 (which, for purposes of this Agreement, shall mean implantation of
      human dermis biopumps producing Factor VIII into SCID mice causing a net
      rise in the serum Factor VIII level of at least 40 milliunits per
      milliliter of blood above preimplantation serum levels of Factor VIII) or
      within 48 months of Effective Date, whichever is earlier, or (ii) enter
      into an agreement with a strategic partner to develop a LICENSED PRODUCT
      for hemophilia within 36 months of Effective
  Date.

                      


              

               

              For the
purposes of this Agreement, initiation of a human clinical trial shall mean that
date upon which the first patient or subject is treated with a LICENSED PRODUCT
under a protocol approved by an appropriate IRB.

               

              5.3           MICHIGAN
and LICENSEE shall together determine the validity of a MILESTONE being reached
in their reasonable discretion and in good faith. LICENSEE shall notify MICHIGAN
within thirty (30) days after each deadline as to whether such MILESTONE was
met. Notwithstanding any provision of this Agreement to the contrary, if,
despite LICENSEE’s use of commercially reasonable efforts under Section 5.1, a
MILESTONE is or may not be met by the applicable deadline due to material events
that impact, or material changes to, LICENSEE’s anticipated development or
regulatory process, LICENSEE shall so notify MICHIGAN and MICHIGAN and LICENSEE
shall discuss in good faith and agree to a reasonable extension of such
deadline, but any such extension shall be subject to the mutual written
agreement of LICENSEE and MICHIGAN. In addition, LICENSEE shall have the
unilateral right to extend any MILESTONE deadline set forth above on a
month-to-month basis for a period of no longer than six months by paying to
MICHIGAN the sum of $5,000 per month per MILESTONE (all of which amounts shall
be in addition to the amounts payable under Article
3); for clarity, this sentence shall not apply to the requirements of Section
5.1. If LICENSEE’s
failure to meet any MILESTONE continues for thirty (30) days after the date of
notice of
any MILESTONE deadline (as the same may be extended pursuant to this Section
5.3), MICHIGAN
may upon written notice either terminate the exclusive license granted to
LICENSEE
hereunder or convert the rights to a non-exclusive license in its sole
discretion.

               

              8

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                ARTICLE 6 -
SUBLICENSING

                 

                6.1           LICENSEE
shall notify MICHIGAN in writing of every sublicense agreement and each
amendment thereto within thirty (30) days after their execution, and indicate
the name of the SUBLICENSEE, whether the SUBLICENSEE has more than 500
employees,, the territory of the sublicense, the scope of the sublicense, and
the nature, timing and amounts of all fees and royalties to be paid thereunder.
Upon request, LICENSEE shall provide MICHIGAN with a copy of sublicense
agreements.

                 

                6.2           LICENSEE
shall not receive from SUBLICENSEES anything of value other than cash payments
in consideration for any sublicense under this Agreement, without the express
prior written permission of MICHIGAN, which shall not be unreasonably withheld
or delayed.

                 

                6.3           Each
sublicense granted by LICENSEE under this Agreement shall provide for its
termination upon termination of this Agreement. Each sublicense shall terminate
upon termination of this Agreement unless LICENSEE has previously assigned its
rights under the sublicense to MICHIGAN and MICHIGAN has agreed at its sole
discretion in writing to such assignment. Prior to the termination of this
Agreement, MICHIGAN may not enter into any agreement or option with SUBLICENSEE
related or in connection with the PATENT RIGHTS.

                 

                6.4           LICENSEE
shall require that all sublicenses:

                 

                
                  	
                           
      

                        	
                          (1)

                        	
                          be
      consistent with the terms and conditions of this
  Agreement;

                        


                

                 

                
                  	
                           
      

                        	
                          (2)

                        	
                          contain
      the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and
      limitation on MICHIGAN’s liability, as provided by Article 9 below;
      and

                        


                

                 

                
                  	
                           
      

                        	
                          (3)

                        	
                          contain
      provisions under which the SUBLICENSEE accepts duties at least equivalent
      to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty
      to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to
      avoid improper representations or responsibilities); 10.1 and 10.2 (duty
      to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.4 (duty to
      maintain insurance); 14.5 (duty to properly mark LICENSED PRODUCTS with
      patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s
      name); 14.8 (duty to control exports); 14.12 (HHMI’S third party
      beneficiary status).

                        


                

                 

                ARTICLE 7 - PATENT
APPLICATIONS AND MAINTENANCE

                 

                7.1           MICHIGAN
has the right to control all aspects of filing, prosecuting, and maintaining all
of the patents and patent applications that form the basis for the PATENT
RIGHTS, interferences,
oppositions, and reexaminations, and disputes (including litigation) regarding
inventorship, provided that MICHIGAN shall consult with LICENSEE on, and provide
LICENSEE with reasonable notice and drafts of any and all documents relating to,
the filing, prosecuting, and maintaining all of the patents and patent
applications that form the basis for the PATENT RIGHTS, interferences, and
disputes (including litigation) regarding inventorship and keep LICENSEE fully
informed with respect thereto.

                   

                

                 

                 

                9

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  7.2           MICHIGAN
shall notify LICENSEE of all information received by MICHIGAN and filed by
MICHIGAN, relating to the filing, prosecution and maintenance of the patents and
patent applications which form the basis of the PATENT RIGHTS, and shall make
reasonable efforts to allow LICENSEE to review, comment, and advise upon such
information. LICENSEE agrees to hold such information confidential and to use
the information provided by MICHIGAN only for the purpose of advancing the
PATENT RIGHTS; provided, however, that LICENSEE’s obligations shall not apply to
any of information provided by MICHIGAN which:

                   

                  
                    	
                             
      

                          	
                            (a)

                          	
                            is
      (at the time of disclosure) or becomes (after the time of disclosure)
      known to the public through no breach of this Agreement by
      LICENSEE;

                          


                  

                   

                  
                    	
                             
      

                          	
                            (b)

                          	
                            is
      disclosed to LICENSEE or any of its AFFILIATES by a third party who is
      entitled to disclose it without breaching a confidentiality obligation to
      MICHIGAN; or

                          


                  

                   

                  
                    	
                             
      

                          	
                            (c)

                          	
                            as
      shown by written records, was known to, or was otherwise rightfully in the
      possession of LICENSEE or any of its AFFILIATES before disclosure by
      MICHIGAN.

                          


                  

                   

                  7.3           LICENSEE
shall reimburse MICHIGAN for all reasonable fees and costs relating to the
activities described in this Article on a pro-rated basis based on the number of
MICHIGAN licensees or optionees of the PATENT RIGHTS or any portion thereof.
Such reimbursement shall be made within thirty (30) days of receipt of
MICHIGAN’s invoice and shall be subject to the interest and other requirements
specified in Paragraph 3.5 above.

                   

                  ARTICLE 8 -
ENFORCEMENT

                   

                  8.1           (a)    Each party
shall promptly advise the other in writing of any known acts of potential
infringement of the PATENT RIGHTS by another party. LICENSEE has the sole and
exclusive first option to police and enforce the PATENT RIGHTS against
infringement by other parties within the TERRITORY and the FIELD OF USE, but
LICENSEE shall notify MICHIGAN in writing at least thirty (30) days before
filing any suit. LICENSEE shall not file any suit without a diligent
investigation of the merits of such suit by its counsel, including with respect
to PATENT RIGHTS. This right to police and enforce includes defending any action
for declaratory judgment of noninfringement or invalidity; and prosecuting,
defending or settling all infringement and declaratory judgment actions at its
expense and through counsel of its selection, except that LICENSEE shall make
any such settlement only with the advice and consent of MICHIGAN in its
reasonable discretion. If LICENSEE has a reasonable basis for policing the
patents, MICHIGAN shall provide reasonable assistance and documents to LICENSEE
with respect to such actions, but only if LICENSEE reimburses MICHIGAN for
out-of-pocket expenses incurred in connection with any such assistance or
documents rendered at LICENSEE’S
request or reasonably required by MICHIGAN and if LICENSEE notifies MICHIGAN in
writing at least thirty (30) days before filing any suit. MICHIGAN retains the
right to participate, with counsel of its own choosing and at its own expense,
in any action under this Paragraph. LICENSEE shall defend, indemnify and hold
harmless MICHIGAN with respect to any counterclaims asserted by an alleged
infringer reasonably related to the enforcement of the PATENT RIGHTS under this
Paragraph, including but not limited to antitrust counterclaims and claims for
recovery of attorney fees.

                   

                   

                  10

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                     (b)           If
LICENSEE wishes to bring an infringement action and has received a reasoned
opinion from its counsel that MICHIGAN is a necessary or indispensible party
under applicable law, then LICENSEE shall provide written notice to MICHIGAN
asking MICHIGAN to consent to being named a party in the action, and MICHIGAN
shall provide a response as soon as reasonably possible, but in any event within
thirty (30) days. MICHIGAN may withhold this consent if (a) such action would be
prejudicial to MICHIGAN’s commercial interests, (b) such action would be
contrary to MICHIGAN’s stated missions, and/or (c) MICHIGAN has a reasonable
opinion that the action is or may be without merit or inadvisable given the
potential damages available in the action; otherwise MICHIGAN shall provide its
consent.

                     

                    (c)           This
subsection 8.1(c) shall apply to any claim or counterclaim is made by any third
party that any of the PATENT RIGHTS is invalid or unenforceable and the
jurisdiction of the claim is based primarily on any acts involving LICENSEE
and/or a SUBLICENSEE. In such instance, LICENSEE shall be responsible for the
costs and fees of defending such action, and shall presumptively control and
lead the defense of such claim, but MICHIGAN shall have the right to jointly
control and participate in the defense of such claim. However, MICHIGAN shall
not unreasonably withhold or delay any approval of any activity requested by
LICENSEE.

                     

                    (d)           If
a third party asserts jurisdiction for any such action primarily as the result
of acts of MICHIGAN and/or another licensee of the PATENT RIGHTS outside the
FIELD OF USE, then LICENSEE shall have no responsibility for the costs and fees
of defending such action. In any event, LICENSEE agrees to reasonably cooperate
with any other MICHIGAN licensee outside the FIELD OF USE in any claim or
counterclaim that any of the PATENT RIGHTS is invalid or unenforceable, but only
if such other licensee agrees in writing to do the same.

                     

                    8.2           If
LICENSEE recovers damages in patent litigation or settlement thereof, the award
shall be applied first to satisfy LICENSEE’S and MICHIGAN’s reasonable expenses
and legal fees for the litigation. The remaining balance shall be divided
between LICENSEE and MICHIGAN as follows: LICENSEE 75%, MICHIGAN 25%. This provision shall control the
division of revenues where a license is granted as part of a settlement of such
litigation.

                     

                    8.3   If LICENSEE fails
to take action to abate any alleged infringement of the PATENT RIGHTS within
sixty (60) days of a request by MICHIGAN to do so (or within a shorter period if
required to preserve the legal rights of MICHIGAN under any applicable laws),
then MICHIGAN has the right to take such action (including prosecution of a
suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in
such action, at MICHIGAN’S expense. During such action, LICENSEE shall not have
the right to grant sublicenses without MICHIGAN’s permission, which shall not be
unreasonably withheld or delayed (keeping in mind MICHIGAN’s investment in its
action), and MICHIGAN has full authority to settle on such terms as MICHIGAN
determines. If MICHIGAN recovers damages in patent litigation or settlement
thereof, the award shall be applied first to satisfy MICHIGAN’S unreimbursed
expenses and legal fees for the litigation, and then to reimburse LICENSEE for
any reasonable unreimbursed expenses and legal fees for the litigation (such
payment not to exceed the recovery or settlement amounts MICHIGAN actually
receives). The remaining balance shall be divided equally between LICENSEE and
MICHIGAN. This provision shall control the division of revenues where a license
is granted as part of a settlement of such litigation.

                     

                     

                    11

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    
                       

                      ARTICLE 9 - NO WARRANTIES;
LIMITATION ON MICHIGAN’S LIABILITY

                       

                      9.1           MICHIGAN,
including its Regents, fellows, officers, employees and agents, makes no
representations or warranties that PATENT RIGHTS are or will be held valid or
enforceable, or that the manufacture, importation, use, offer for sale, sale or
other distribution of any LICENSED PRODUCTS or LICENSED PROCESSES will not
infringe upon any patent or other rights.

                       

                      9.2           MICHIGAN, INCLUDING ITS
REGENTS, FELLOWS, OFFICERS, EMPLOYEES AND AGENTS, MAKES NO REPRESENTATIONS,
EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ASSUMES NO RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN,
DEVELOPMENT, MANUFACTURE, USE, SALE OR OTHER DISPOSITION BY LICENSEE OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED
PROCESSES.

                       

                      9.3           LICENSEE AND SUBLICENSEES ASSUME THE ENTIRE
RISK AS TO PERFORMANCE OF LICENSED PRODUCTS AND LICENSED PROCESSES. In no
event shall MICHIGAN, including its Regents, fellows, officers, employees and
agents, be responsible or liable for any direct, indirect, special, incidental,
or consequential damages or lost profits or other economic loss or damage with
respect to LICENSED PRODUCTS or LICENSED PROCESSES, to LICENSEE, SUBLICENSEES or
any other individual or entity regardless of legal or equitable theory. The
above limitations on liability apply even though MICHIGAN, its Regents, fellows,
officers, employees or agents may have been advised of the possibility of such
damage.

                       

                      9.4           LICENSEE
shall not, and shall require that its SUBLICENSEES do not, make any statements,
representations or warranties whatsoever to any person or entity, or accept any
liabilities or responsibilities whatsoever from any person or entity that are
inconsistent with any disclaimer or limitation included in this Article
9.

                       

                      9.5           MICHIGAN
has not granted to any currently-existing third party any rights in or to the
PATENT RIGHTS in the FIELD OF USE, other than any non-exclusive rights that may
be required by law to be granted to the U.S. Government or under prior agreement
with Howard Hughes Medical Institute.

                       

                       

                       

                      12

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      
                        ARTICLE 10 - INDEMNITY;
INSURANCE


                         

                        10.1           LICENSEE
shall defend, indemnify and hold harmless and shall require SUBLICENSEES to
defend, indemnify and hold harmless MICHIGAN, including its Regents, fellows,
officers, employees, students, and agents, for and against any and all claims,
demands, damages, losses, and expenses of any nature (including attorneys’ fees
and other litigation expenses), resulting from, but not limited to, death,
personal injury, illness, property damage, economic loss or products liability
arising from or in connection with, any of the following: (1) Any manufacture,
use, sale or other disposition by LICENSEE, SUBLICENSEES or transferees of
LICENSED PRODUCTS or LICENSED PROCESSES; (2) The use by any person of LICENSED
PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES;
and (3) The use or practice by LICENSEE or SUBLICENSEES of any invention or
computer software related to the PATENT RIGHTS.

                         

                        10.2           HHMI
and its trustees, officers, employees and agents (collectively, “HHMI
INDEMNITEES”) will be indemnified, defended by counsel acceptable to HHMI, and
held harmless by LICENSEE from and against any claim, liability, cost, expense,
damage, deficiency, loss, or obligation, of any kind or nature (including,
without limitation, reasonable attorneys’ fees and other costs and expenses of
defense) (collectively, “HHMI INDEMNIFIED CLAIMS”), based upon, arising out of,
or otherwise relating to this Agreement, including without limitation any cause
of action relating to product liability. The previous sentence will not apply to
any HHMI INDEMNIFIED CLAIM that is determined with finality by a court of
competent jurisdiction to result solely from the gross negligence or willful
misconduct of an HHMI INDEMNITEE.

                         

                        10.3           MICHIGAN
is entitled to participate at its option and expense through counsel of its own
selection, and may join in any legal actions related to any such claims,
demands, damages, losses and expenses under Paragraph 10.1 above. LICENSEE shall
not settle any such legal action with an admission of liability of MICHIGAN
without MICHIGAN’s written approval.

                         

                        10.4           Prior
to any distribution or commercial use of any LICENSED PRODUCT or use of any
LICENSED PROCESS by LICENSEE, LICENSEE shall purchase and maintain in effect
commercial general liability insurance, including product liability insurance
and errors and omissions insurance which shall protect LICENSEE, HHMI and
MICHIGAN with respect the events covered by Paragraphs 10.1 and 10.2. Prior to
any distribution or use of any LICENSED PRODUCT or use of any LICENSED PROCESS
by a SUBLICENSEE, LICENSEE shall require that the SUBLICENSEE purchase and
maintain in effect commercial general liability insurance, including product
liability insurance and errors and omissions insurance which shall protect
LICENSEE, SUBLICENSEE, HHMI, and MICHIGAN with respect to the events covered by
Paragraphs 10.1 and 10.2. Each such insurance policy must provide reasonable
coverage for all claims with respect to any LICENSED PROCESS used and any
LICENSED PRODUCTS manufactured, used, sold, licensed or otherwise distributed by
LICENSEE --
or, in the case of a SUBLICENSEE’s policy, by said SUBLICENSEE --
and must specify MICHIGAN and HHMI, including their Regents, trustees,
fellows, officers and employees, as additional insureds. LICENSEE shall furnish
certificate(s) of such insurance to MICHIGAN, upon request.

                         

                        10.5           In
no event shall either party hereunder be liable to the other for any special,
indirect, or consequential damages of any kind whatsoever resulting from any
breach or default of this Agreement.

                         

                         

                        13

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                           

                          ARTICLE 11 -
TERM AND
TERMINATION

                           

                          11.1           If
LICENSEE ceases to carry on its business, this Agreement shall terminate upon
written notice by MICHIGAN attempted to be delivered to the address for notices
provided in Article 13.

                           

                          11.2           If
LICENSEE fails to make any payment due to MICHIGAN, upon twenty (20) days’
written notice by MICHIGAN specifying the payments due and the basis for the
payments due, this Agreement shall automatically terminate unless MICHIGAN
specifically extends such date in writing. Such termination shall not foreclose
MICHIGAN from collection of any amounts remaining unpaid or seeking other legal
relief.

                           

                          11.3           Upon
any material breach or default of this Agreement by LICENSEE (other than as
specifically provided in Section 11.2), MICHIGAN has the right to terminate this
Agreement effective on forty-five (45) days’ written notice to LICENSEE. Such
termination shall become automatically effective upon expiration of the 45-day
period unless LICENSEE cures the material breach or default before the period
expires.

                           

                          11.4           LICENSEE
has the right to terminate this Agreement at any time on ninety (90) days’ prior
written notice to MICHIGAN. Upon termination LICENSEE shall:

                           

                          
                            	
                                     
      

                                  	
                                    (a)

                                  	
                                    pay
      all amounts due MICHIGAN through the effective date of the
      termination;

                                  


                          

                           

                          
                            	
                                     
      

                                  	
                                    (b)

                                  	
                                    submit
      a final report of the type described in Paragraph
  4.2;

                                  


                          

                           

                          
                            	
                                     
      

                                  	
                                    (c)

                                  	
                                    return
      any patent documentation (including that exchanged under Article 7) and
      any other confidential or trade-secret materials provided to LICENSEE by
      MICHIGAN in connection with this Agreement, or destroy such materials and
      certify in writing that such materials have all been returned or
      destroyed; and

                                  


                          

                           

                          
                            	
                                     
      

                                  	
                                    (d)

                                  	
                                    suspend
      its manufacture, use and sale of the LICENSED PROCESS(ES) AND LICENSED
      PRODUCT(S) on or prior to the end of such 90 day notice
      period.

                                  


                          

                           

                          Upon
notice of intent to terminate, MICHIGAN may elect to immediately terminate this
Agreement upon written notice.

                           

                          11.5           Upon
any termination of this Agreement, and except as provided herein to the
contrary, all rights and obligations of the parties hereunder shall cease,
except any previously accrued rights and obligations and further as
follows:

                           

                          
                            	
                                     
      

                                  	
                                    (1)

                                  	
                                    obligations
      to pay royalties and other sums, or to transfer equity or other
      consideration, accruing hereunder up to the day of such termination,
      whether or not this Agreement provides for a number of days before which
      actual payment is due and such date is after the day of
      termination;

                                  


                          

                           

                           

                          14

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                          
                            
                              	
                                       
      

                                    	
                                      (2)

                                    	
                                      MICHIGAN’s
      rights to inspect books and records as described in Article 4, and
      LICENSEE’s obligations to keep such records for the required
      time;

                                    


                            

                             

                            
                              	
                                       
      

                                    	
                                      (3)

                                    	
                                      any
      cause of action or claim of LICENSEE or MICHIGAN accrued or to accrue
      because of any breach or default by the other party
    hereunder;

                                    


                            

                             

                            
                              	
                                       
      

                                    	
                                      (4)

                                    	
                                      the
      provisions of Articles 1, 9, 10, 13 and 14;
and

                                    


                            

                             

                            
                              	
                                       
      

                                    	
                                      (5)

                                    	
                                      all
      other terms, provisions, representations, rights and obligations contained
      in this Agreement that by their sense and context are intended to survive
      until performance thereof by either or both
  parties.

                                    


                            

                             

                            11.6           After
the license(s) granted herein terminate, if LICENSEE has filed patent
applications or obtained patents to any modification or improvement to LICENSED
PRODUCTS or LICENSED PROCESSES within the scope of the PATENT RIGHTS, LICENSEE
agrees upon request to enter into good faith negotiations with MICHIGAN or
MICHIGAN’s future licensee(s) for the purpose of granting licensing rights to
said modifications or improvements in a timely fashion and under commercially
reasonable terms.

                             

                            11.7           If
LICENSEE asserts the invalidity or unenforceability of any claim included in the
PATENT RIGHTS, including by way of litigation or administrative proceedings,
either directly or through any other party, then MICHIGAN shall have the right
to immediately terminate this Agreement upon written notice to
LICENSEE.

                             

                             

                            ARTICLE 12 - REGISTRATION
AND RECORDATION

                             

                            12.1           If
the terms of this Agreement, or any assignment or license under this Agreement
are or become such as to require that the Agreement or license or any part
thereof be registered with or reported to a national or supranational agency,
LICENSEE will, at its expense, undertake such registration or report. Prompt
notice and appropriate verification of the act of registration or report or any
agency ruling resulting from it will be supplied by LICENSEE to MICHIGAN upon
request.

                             

                            12.2           LICENSEE
shall also carry out, at its expense, any formal recordation of this Agreement
or any license herein granted that the law of any country requires as a
prerequisite to enforceability of the Agreement or license in the courts of any
such country or for other reasons, and shall promptly furnish to MICHIGAN
appropriately verified proof of recordation.

                             

                            ARTICLE 13 -
NOTICES

                             

                            13.1           Any
notice, request, or report required or permitted to be given or made under this
Agreement by either party is effective when mailed if sent by recognized
overnight carrier, certified or registered mail, or electronic mail followed by
confirmation by U.S. mail, to the address set forth below or such other address
as such party specifies by written notice given in conformity
herewith. Any notice, request, or report not so given is not effective until
actually received by the other party.

                             

                             

                            15

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                             

                            
                              


                               

                              
                                
                                  	
                                          To
      MICHIGAN:

                                           

                                          Office
      of Technology Transfer

                                          University
      of Michigan

                                          1600
      Huron Parkway, 2nd Floor

                                          Ann
      Arbor, MI 48109-2590

                                           

                                          Attn:
      File No. 1184

                                           

                                          robinlr@umich.edu

                                           

                                        	
                                          To
      LICENSEE:

                                           

                                          Medgenics,
      Inc.

                                          8000
      Towers Crescent Dr., Suite 1300

                                          Vienna,
      VA 22182

                                           

                                           

                                           

                                          andy@medgenics.com

                                          stephen@medgenics.com

                                           

                                        


                                

                              

                               

                              ARTICLE 14 - MISCELLANEOUS
PROVISIONS

                               

                              14.1           This
Agreement shall be construed, governed, interpreted and applied according to
United States and state of Michigan law, except that questions affecting the
construction and effect of any patent shall be determined by the law of the
country in which the patent was granted.

                               

                              14.2           The
parties hereby consent to the jurisdiction of the courts in the state of
Michigan over any dispute concerning this Agreement or the relationship between
the parties. Should LICENSEE bring any claim, demand or other action against
MICHIGAN, its Regents, fellows, officers, employees or agents, arising out of
this Agreement or the relationship between the parties, LICENSEE agrees to bring
said action only in the Michigan Court of Claims.

                               

                              14.3           MICHIGAN
and LICENSEE agree that this Agreement sets forth their entire understanding
concerning the subject matter of this Agreement. The parties may amend this
Agreement from time to time, such as to add new rights, but no modification will
be effective unless both MICHIGAN and LICENSEE agree to it in
writing.

                               

                              14.4           If
a court of competent jurisdiction finds any term of this Agreement invalid,
illegal or unenforceable, that term will be curtailed, limited or deleted, but
only to the extent necessary to remove the invalidity, illegality or
unenforceability, and without in any way affecting or impairing the remaining
terms.

                               

                              14.5           LICENSEE
agrees to mark the LICENSED PRODUCTS sold in the United States with all
applicable United States patent numbers. All LICENSED PRODUCTS shipped to or
sold in other countries shall be marked to comply with the patent laws and
practices of the countries of manufacture, use and sale.

                               

                               

                              16

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              14.6           No
waiver by either party of any breach of this Agreement, no matter how long
continuing or how often repeated, is a waiver of any subsequent breach thereof,
nor is any delay or omission on the part of either party to exercise or insist
on any right, power, or privilege hereunder a waiver of such right, power or
privilege. In no event shall any waiver be deemed valid unless it is in writing
and signed by an authorized representative of each party.

                               

                              14.7           LICENSEE
agrees to refrain from using and to require SUBLICENSEES to refrain from using
the name of MICHIGAN or HHMI in publicity or advertising without the prior
written approval of MICHIGAN. Reports in scientific literature and presentations
of joint research and development work are not publicity. Notwithstanding this
provision, without prior written approval of MICHIGAN, LICENSEE and SUBLICENSEES
may state publicly that LICENSED PRODUCTS and LICENSED PROCESSES were developed
by LICENSEE based upon an invention(s) developed at the University of Michigan
and/or that the PATENT RIGHTS were licensed from the University of
Michigan.

                               

                              14.8           LICENSEE
agrees to comply with all applicable laws and regulations. In particular,
LICENSEE understands and acknowledges that the transfer of certain commodities
and technical data is subject to United States laws and regulations controlling
the export of such commodities and technical data, including all Export
Administration Regulations of the United States Department of Commerce. These
laws and regulations prohibit or require a license for the export of certain
types of technical data to certain specified countries. LICENSEE agrees to
comply with all United States laws and regulations controlling the export of
commodities and technical data, to be solely responsible for any violation of
such laws and regulations by LICENSEE or its SUBLICENSEES, and to defend,
indemnify and hold harmless MICHIGAN and its Regents, fellows, officers,
employees and agents if any legal action of any nature results from the
violation.

                               

                              14.9           The
relationship between the parties is that of independent contractor and
contractee. Neither party is an agent of the other in connection with the
exercise of any rights hereunder, and neither has any right or authority to
assume or create any obligation or responsibility on behalf of the
other.

                               

                              14.10          LICENSEE
may not assign this Agreement without the prior written consent of MICHIGAN,
except that LICENSEE may, without MICHIGAN’s consent, assign its rights under
this Agreement to a purchaser, of all or substantially all of LICENSEE’s
business relating to the subject matter of this Agreement or controlling
interest in the business, or to a company LICENSEE has merged or consolidated
with so long as at least 51% of such merged or consolidated
entity is owned by shareholders holding at least 51% of LICENSEE immediately prior to
such merger or consolidation and provided that such assignee provides a
statement in writing to MICHIGAN that it agrees to accept all the terms and
conditions of this Agreement in the place of LICENSEE. LICENSEE shall not pledge
any of the license rights granted in this Agreement as security for any
creditor. Any attempted pledge of any of the rights under this Agreement or
assignment of this Agreement without the prior consent of MICHIGAN will be void
from the beginning. No assignment by LICENSEE will be effective until the
intended assignee agrees in writing to accept all of the terms and conditions of
this Agreement, and such writing is provided to MICHIGAN.

                               

                               

                              17

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              14.11          If
during the term of this Agreement, LICENSEE makes or attempts to make an
assignment for the benefit of creditors, or if proceedings in voluntary or
involuntary bankruptcy or insolvency are instituted on behalf of or against
LICENSEE, or if a receiver or trustee is appointed for the property of LICENSEE,
this Agreement shall automatically terminate. LICENSEE shall notify MICHIGAN of
any such event mentioned in this Paragraph as soon as reasonably practicable,
and in any event within five (5) days after any such
event.

                               

                              14.12          HHMI
is not a party to this Agreement and has no liability to any licensee,
sublicensee or user of anything covered by this Agreement, but HHMI is an
intended third-party beneficiary of this Agreement and certain of its provisions
are for the benefit of HHMI and shall be enforceable by HHMI in its own
name.

                               

                              IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals by their duly authorized officers or representatives.

                               

                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	FOR
      LICENSEE	 	FOR
      THE REGENTS OF THE UNIVERSITY OF MICHIGAN
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                                                                                By

                                                                              	/s/ Andrew L.
      Pearlman	 	
                                                                                By

                                                                              	
                                                                                /s/
      Kenneth
      J. Nisbet

                                                                              	 
	 	
                                                                                
                                                                                  (authorized
      representative)

                                                                                

                                                                              	 	 	
                                                                                
                                                                                  Kenneth
      J. Nisbet

                                                                                

                                                                              	 
	 
      

                                                                                Typed
      Name   

                                                                              	  	 	 	
                                                                                
                                                                                  Executive
      Director, UM Technology Transfer

                                                                                

                                                                              	 
	
                                                                                Title  

                                                                              	 	 	 	 	 
	
                                                                                Date  
      

                                                                              	 	 	
                                                                                Date  
      

                                                                              	2/15/2011	 


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                               

                               

                               

                               

                               

                              18

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              APPENDIX
A

                               

                              PATENT
RIGHTS

                               

                               

                              


                              
                                
                                  	
                                          Patent/App.
      Ref.

                                          No.

                                        	
                                          Title

                                        	
                                          Assignee

                                        	
                                          Priority
      Document(s)

                                        	
                                          Filing
      Date

                                        	
                                          Status

                                        
	
                                          US
      6,838,437

                                          (1184p1c1)

                                          09/819,098

                                        	
                                          INACTIVATION

                                          RESISTANT

                                          FACTOR
      VIII

                                        	
                                          University
      of

                                          Michigan

                                          (Ann
      Arbor, MI)

                                        	
                                          60/016,117
      filed 24-Apr-96

                                          60/017,785
      filed 15-May-96

                                          WO97/40145
      filed 24-Apr-97

                                        	
                                          11-Apr-2001

                                        	
                                          Granted

                                        
	
                                          US
      7,459,534

                                          (1184p1c2)

                                          10/974,534

                                        	
                                          INACTIVATION

                                          RESISTANT

                                          FACTOR
      VIII

                                        	
                                          The
      Regents of the University of Michigan (Ann Arbor, Ml)

                                        	
                                          60/016,117
      filed 24-Apr-96

                                          60/017,785
      filed 15-May-96

                                          WO97/40145
      filed 24-Apr-97

                                          PCT/97/006563
      nationalized in

                                          EP,GB,FR,CA,JP,DE

                                          08/980,038
      filed 26-Nov-97

                                          (Did
      not Pub.)

                                        	
                                          11-Apr-2001

                                        	
                                          Granted

                                        
	
                                          US 11/455,116 

                                          (2293p2c1)

                                        	
                                          INACTIVATION

                                          RESISTANT

                                          FACTOR
      VIII

                                        	
                                          University
      of

                                          Michigan

                                          (Ann
      Arbor, MI)

                                        	
                                          60/016,117
      filed 24-Apr-96

                                          60/017,785
      filed 15-May-96

                                          WO97/40145
      filed 24-Apr-97

                                          08/980,038
      filed 26-Nov-97

                                          (Did
      not Pub.)

                                          09/819,098
      filed 11-Apr-2001

                                          10/283,648
      filed 29-Oct-2002

                                          (Abandoned)

                                          10/383,206
      filed 06-Mar-2003

                                          (Abandoned)

                                        	
                                          16-Jun-2006

                                          Published

                                          28-Dec-2006

                                        	
                                          Pending

                                        
	
                                          US
      12/252,024 

                                          (3392p1)

                                        	
                                          METHOD
      OF

                                          PRODUCING

                                          FACTOR
      VIII

                                          PROTEINS
      BY

                                          RECOMBINANT

                                          METHODS

                                        	
                                          The
      Regents of the University of Michigan (Ann Arbor, MI)

                                        	
                                          60/818,177
      filed 30-Jun-06

                                          11/771,400
      filed 30-Jun-06

                                          (Abandoned)

                                        	
                                          15-Oct-2008

                                          Published

                                          13-Aug-2009

                                        	
                                          Pending

                                        
	
                                          US
      12/758,457 

                                          (3392c1)

                                        	
                                          METHOD
      OF

                                          PRODUCING

                                          FACTOR
      VIII

                                          PROTEINS
      BY

                                          RECOMBINANT

                                          METHODS

                                        	
                                          The
      Regents of the University of Michigan (Ann Arbor, MI)

                                        	
                                          60/818,177
      filed 30-Jun-06

                                          11/771,400
      filed 30-Jun-06

                                          (Abandoned)

                                        	
                                          04-12-2010

                                        	
                                          Pending

                                        
	
                                          US 13/015,043

                                          (2293p2c2)

                                        	
                                          INACTIVATION

                                          RESISTANT

                                          FACTOR
      VIII

                                        	
                                          The
      Regents of the University of Michigan (Ann Arbor, MI)

                                        	 
      	 
      	
                                          Pending

                                        


                                

                              

                               

                               

                              19