Unassociated Document


    STANDARD
      NON-EXCLUSIVE LICENSE AGREEMENT

    


    TABLE
      OF
      CONTENTS

    

      
        	
                 

              	
                Section
                  1

              	
                Definitions

              
	 	 	 
	
                 

              	
                Section
                  2

              	
                Grant

              
	 	 	 
	
                 

              	
                Section
                  3

              	
                Due
                  Diligence

              
	 	 	 
	
                 

              	
                Section
                  4

              	
                Payments

              
	 	 	 
	
                 

              	
                Section
                  5

              	
                Certain
                  Warranties and Disclaimers of UFRF

              
	 	 	 
	
                 

              	
                Section
                  6

              	
                Record
                  keeping

              
	 	 	 
	
                 

              	
                Section
                  7

              	
                Patent
                  Prosecution

              
	 	 	 
	
                 

              	
                Section
                  8

              	
                Infringement
                  and Invalidity

              
	 	 	 
	
                 

              	
                Section
                  9

              	
                Term
                  and Termination

              
	 	 	 
	
                 

              	
                Section
                  10

              	
                Assignability

              
	 	 	 
	
                 

              	
                Section
                  11

              	
                Dispute
                  Resolution Procedures

              
	 	 	 
	
                 

              	
                Section
                  12

              	
                Product
                  Liability: Conduct of Business

              
	 	 	 
	
                 

              	
                Section
                  13

              	
                Use
                  of Names

              
	 	 	 
	
                 

              	
                Section
                  14

              	
                Miscellaneous

              
	 	 	 
	
                 

              	
                Section
                  15

              	
                Notices

              
	 	 	 
	
                 

              	
                Section
                  16

              	
                Contract
                  Formation and Authority

              
	 	 	 
	
                 

              	
                Section
                  17

              	
                United
                  States Government Interests

              
	 	 	 
	
                 

              	
                Section
                  18

              	
                Confidentiality

              
	 	 	 
	
                 

              	
                Appendix
                  A - Development Plan

              
	 	 	 
	
                 

              	
                Appendix
                  B - Development Report

              
	 	 	 
	
                 

              	
                Appendix
                  C - UFRF Royalty Report

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement is made effective the 31st day of May, 2007, (the "Effective Date")
      by
      and between the University of Florida Research Foundation, Inc. (hereinafter
      called "UFRF"), a nonstock, nonprofit Florida corporation, and Lantis Laser,
      Inc. (hereinafter called "Licensee"), a corporation organized and existing
      under
      the law of New Jersey;

    


    WHEREAS,
      UFRF owns certain inventions that are described in the "Licensed Patents"
      defined below, and UFRF is willing to grant a license to Licensee under any
      one
      or all of the Licensed Patents and Licensee desires a license under all of
      them;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      below, the parties covenant and agree as follows:

    


    Section
      1
      Definitions

    


    1.1
      "Licensed Patents" shall refer to and mean all of the following UFRF
      intellectual property:

    


    1.1.1
      the
      United States patent(s)/patent application(s) entitled " Vertical Displacement
      Device," issued in the United States Patent Office on 9/6/2005, and assigned
      Registration Number/Serial Number 6,940,630, and all United States patents
      and
      foreign patents and patent applications based on this U S
      application;

    


    1.1.2
      United States and foreign patents issued from the applications listed in 1.1.1
      above and from divisionals and continuations of these applications, to the
      extent the claims are directed to subject matter specifically described in
      USSN
      6,940,630 and are dominated by the claims of the existing PATENT RIGHTS, patents
      issuing thereon or reissues thereof, and any and all foreign patents and patent
      applications corresponding thereto, all to the extent owned or controlled by
      the
      University of Florida. 

    


    "Licensed
      Product" and "Licensed Process" shall mean: 

    


    1.2.1
      In
      the case of a Licensed Product, that portion of the Licensee's product or part
      thereof developed by or on behalf of Licensee that: 

    


    (a)
      is
      covered in whole or in part by an issued, unexpired claim or a pending claim
      contained in the Licensed Patents, in the Licensed Territory in which any
      product is made, used or sold; or 

    


    (b)
      is
      manufactured by using a process which is covered in whole or in part by an
      issued, unexpired claim or a pending claim contained in the Licensed Patents,
      in
      any country in which any such process is used or in which any such product
      is
      used or sold. 

    


    1.2.2
      In
      the case of a Licensed Process, any process which is covered in whole or in
      part
      by an issued, unexpired claim or a pending claim contained in the Licensed
      Patents in any country in which such process is practiced. 

    


    "Net
      Sales" shall mean the total dollar amount invoiced on sales of Licensed Product
      and/or Licensed Processes by licensee, sublicensee or affiliates. 

    


    The
      term
      "Affiliate" shall mean: (a) any person or entity which controls at least fifty
      percent (50%) of the equity or voting stock of the Licensee or (b) any person
      or
      entity fifty percent (50%) of whose equity or voting stock is owned or
      controlled by the Licensee or (c)any person or entity of which at least fifty
      percent (50%) of the equity or voting stock is owned or controlled by the same
      person or entity owning or controlling at least fifty percent (50%) of Licensee
      or (d) any entity in which any officer, or employee is also an officer, or
      employee of Licensee or any person who is an officer, or employee of Licensee.
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Development
      Plan" shall mean a written report summarizing the development activities that
      are to be undertaken by the Licensee to bring Licensed Products and/or Licensed
      Processes to the market. The Development Plan is attached as Appendix A.


    


    "Development
      Report" shall mean a written account of Licensee's progress under the
      Development Plan having at least the information specified on Appendix B to
      this
      Agreement, and shall be sent to the address specified on Appendix B.


    


    1.7
      "Licensed Field" shall be limited to the field of Human and Animal Dentistry
      

    


    1.8
      "Licensed Territory" shall be limited to United States. 

    


    Section
      2
      Grant 

    


    2.1
      License. 

    


    UFRF
      hereby grants to Licensee a non-exclusive license, limited to the Licensed
      Field
      and the Licensed Territory, under the Licensed Patents to make, use and sell
      Licensed Products and/or Licensed Processes. UFRF reserves to itself and the
      University of Florida the right to make, have made, use, sell, offer for sale,
      develop and import Licensed Products and/or Licensed Processes solely for their
      internal: research, clinical (including, but not limited to patient care at
      Shands Teaching Hospital and University of Florida patient care facilities),
      and
      educational purposes. In addition, UFRF reserves to itself, as well as to the
      University of Florida the right to use materials that might be covered under
      Licensed Patents solely for their internal research purposes and to meet all
      applicable governmental requirements governing the ability to transfer
      materials. 

    


    2.2
      Sub
      License 

    


    Company
      will not have the right to sublicense the Licensed Product exclusively or as
      a
      stand- alone Product but may sub-license its own Product in terms of its master
      license agreements, which may incorporate the Licensed Product. 

    


    Section
      3
      Due Diligence 

    


    3.1.1
      Licensee agrees to actively and diligently pursue a Development Plan(See
      Appendix A) to evaluate the invention and claims of the Licensed Patent and
      warrants that: it has, or will obtain from the University of Florida the
      expertise necessary to independently evaluate the inventions of the Licensed
      Patents; it will establish and actively and diligently pursue the Development
      Plan (see Appendix A) to the end that the inventions of the Licensed Patents
      will be utilized to provide Licensed Products and/or Licensed Processes for
      sale
      in the retail market within the Licensed Field; and until the date of first
      commercial sale of Licensed Products, it will supply UFRF with a written
      Development Report annually fifteen (15) days after the end of the calendar
      year
      (see Appendix B). 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.1.2
      Licensee agrees that the first expected commercial sale of products to the
      retail customer shall occur on or before June 8,2009-or UFRF shall have the
      right to terminate the Agreement pursuant to Section 9.3 hereto. Section 4
      Payments 

    


    4.1
      License Issue Fee. 

    


    Licensee
      agrees to pay to UFRF a license issue fee of $1,000.00 within thirty (30) days
      of the Execution Date of this Agreement. 

    


    4.2
      Patent Cost. 

    


    Current
      Patent Expenses for the US application of the Licensed Patents is approximately
      $8,000 as of 3/12/2007. Company Agrees to pay $2,000.00, six months from the
      Execution Date of this Agreement. 

    


    4.3
      Running Royalty. 

    


    In
      addition to the Section 4.1 license issue fee, Licensee agrees to pay to UFRF
      earned royalties, a royalty which shall remain fixed while this Agreement is
      in
      effect and shall be equal to $5.00 per unit of the Licensed Product it sells
      in
      the Licensed Territory in accordance with the terms and conditions of this
      Agreement. The royalty is deemed earned as of the earlier of the date the
      Licensed Product and/or Licensed Process is actually sold, delivered and paid
      for, or the date an invoice is sent by Licensee and accepted by customer.


    


    Other
      Payments. 

    


    4.3.1
      Licensee agrees to pay UFRF a minimum annual Royalty payment of 10% of
      forecasted Royalty payment due on sales of Licensed Product sold within the
      Licensed Territory or the minimum payment, whichever is greater, as follows:
      

    


    Minimum
      Payment Year 

    

      
        	
                $
                  -0-

              	
                2007

              
	 	 
	
                $
                  180.00

              	
                2008
                  (6 months of possible sales) 

              
	 	 
	
                $
                  630.00

              	
                2009
                  (First Commercial Sales Year) 

              
	 	 
	
                $
                  1.485.00

              	
                2010
                  

              
	 	 
	
                $
                  3,240.00

              	
                2011
                  

              


      

    

     

    Forecasted
      Royalty minimum payment shall be reviewed every two(2) years and adjusted to
      reflect changes in product and/or marketing plans to more closely reflect actual
      sales. 

    


    Any
      Minimum Royalty paid in a Fiscal year will be credited against the earned
      royalties for that Fiscal year. The Minimum Royalty for a given year shall
      be
      due in advance and shall be paid on the Anniversary Date of the established
      first commercial product sales date. It is understood that the minimum royalties
      will be applied to earned royalties on a fiscal year basis, and that sales
      of
      Licensed Products and/or Licensed Processes requiring the payment of earned
      royalties made during a prior or subsequent fiscal year shall have no effect
      on
      the annual Minimum Royalty due UFRF for other than the same fiscal year in
      which
      the royalties were earned. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.4
      Accounting for Payments. 

    


    4.4.1
      Amounts owing to UFRF under Section 4.3 shall be paid on an annual basis after
      the amount of minimum royalties paid is exceeded, with such amounts due and
      received by UFRF on or before the fifteenth business day following the end
      of
      the fiscal year in which such amounts were earned. The balance of any amounts
      owing to UFRF pursuant to this agreement which remain unpaid more than thirty
      (30) days after they are due to UFRF shall accrue interest until paid at the
      rate of the lesser of one and one-half percent (1.5%) per month or the maximum
      amount allowed under applicable law. However, in no event shall this interest
      provision be construed as a grant of permission for any payment delays. Licensee
      shall also be responsible for repayment to UFRF of any attorney, collection
      agency, or other out-of-pocket UFRF expenses required to collect overdue
      payments due from this Section 4.4.1, Section 6.2 or any other applicable
      section of this Agreement. 

    


    4.4.2
      Except as otherwise directed, all amounts owing to UFRF under this Agreement
      shall be paid in U.S. dollars to UFRF at the following address: 

    


    University
      of Florida Research Foundation, Inc. 

    223
      Grinter Hall 

    PO
      Box
      115500 

    Gainesville,
      Florida 32611-5500 

    Attention:
      Business Manager 

    


    All
      royalties owing with respect to Net Sales stated in currencies other than U.S.
      dollars shall be converted at the rate shown in the Federal Reserve Noon
      Valuation -Value of Foreign Currencies on the day preceding the payment.


    


    4.4.3
      A
      certified full accounting statement showing how any amounts payable to UFRF
      under Section 4.3 have been calculated shall be submitted to UFRF on the date
      of
      each such payment. In addition to being certified, such accounting statements
      shall contain a written representation signed by an executive officer of
      Licensee that states that the statements are true, accurate, and fairly
      represent all amounts payable to UFRF pursuant to this Agreement. Such
      accounting shall be on a per-country and product line, model or trade name
      basis
      and shall be summarized on the form shown in Appendix C of this Agreement.
      In
      the event no payment is owed to UFRF because the amount of minimum royalties
      paid has not been exceeded or otherwise, an accounting demonstrating that fact
      shall be supplied to UFRF. 

    


    (a)
      UFRF
      is exempt from paying income taxes under U.S. law. Therefore, all payments
      due
      under this Agreement shall be made without deduction for taxes: assessments,
      or
      other charges of any kind which may be imposed on UFRF by any government outside
      of the United States or any political subdivision of such government with
      respect to any amounts payable to UFRF pursuant to this Agreement 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      5
      Certain Warranties and Disclaimers of UFRF 

    


    5.1
      UFRF
      warrants that, except as otherwise provided under Section 17.1 of this Agreement
      with respect to U.S. Government interests, it is the owner of the Licensed
      Patents or otherwise has the right to grant the licenses granted to Licensee
      in
      this Agreement. However, nothing in this Agreement shall be construed as:


    


    5.1.1
      a
      warranty or representation by UFRF as to the validity or scope of any right
      included in the Licensed Patents; 

    


    5.1.2
      a
      warranty or representation that anything made, used, sold or otherwise disposed
      of under the license granted in this Agreement will or will not infringe patents
      of third parties; 

    


    5.1.3
      an
      obligation to bring or prosecute actions or suits against third parties for
      infringement of Licensed Patents; 

    


    5.1.4
      an
      obligation to furnish any know-how not provided in Licensed Patents or any
      services other than those specified in this Agreement; or 

    


    5.1.5
      a
      warranty or representation by UFRF that it will not grant licenses to others
      to
      make, use or sell products not covered by the claims of the Licensed Patents
      which may be similar and/or compete with products made or sold by Licensee
      which
      are outside of the Field and Territory of the Licensee. 

    


    5.2
      EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN TMS AGREEMENT, UFRF MAKES NO
      REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
      IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
      FOR
      A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.
      UFRF ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER
      DISPOSITION BY LICENSEE, OR THEIR VENDEES OR OTHER TRANSFEREES OF PRODUCT
      INCORPORATING OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT.


    


    Section
      6
      Record keeping 

    


    6.1
      Licensee shall keep books and records sufficient to verify the accuracy and
      completeness of Licensee's accounting referred to above, including without
      limitation, inventory, purchase and invoice records, manufacturing records,
      sales analysis, general ledgers, financial statements, and tax returns relating
      to the Licensed Products and/or Licensed Processes. Such books and records
      shall
      be preserved for a period not less than three years after they are created,
      both
      during and after the term of this Agreement. 

    


    6.2
      Licensee shall take all steps necessary so that UFRF may, within thirty (30)
      days of its written request, audit, and/or review those books and records that
      are directly related to this agreement at a location specified by Licensee
      to
      verify the accuracy of Licensee's accounting. Such review may be performed
      once
      per year by any authorized employees of UFRF as well as by any attorneys and/or
      accountants designated by UFRF who are acceptable to Licensee, upon reasonable
      notice and during regular business hours to be completed within a reasonable
      time frame. If a deficiency with regard to any payment hereunder is determined
      and agreed to by both parties, Licensee shall pay the deficiency within thirty
      (30) days of receiving notice thereof along with applicable interest as
      described in Section 4.4.1. If a royalty payment deficiency for a calendar
      year
      exceeds twenty five percent (25%) of the royalties paid for that year, then
      Licensee shall be responsible for paying UFRF's out-of-pocket expenses incurred
      with respect to such review. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6.3
      At
      any time during the term of this agreement, UFRF may request in writing that
      Licensee verify the calculation of any past payments owed to UFRF through the
      means of a self-audit once per year. Within ninety (90) days of the request,
      Licensee shall complete a self-audit of its books and records to verify the
      accuracy and completeness of the payments owed. Within thirty (30) days of
      the
      completion of the self-audit, Licensee shall submit to UFRF a report detailing
      the findings of the self-audit and the manner in which it was conducted in
      order
      to verify the accuracy and completeness of the payments owed. If Licensee has
      determined through its self-audit that there is any payment deficiency, Licensee
      shall pay UFRF the deficiency along with applicable interest under Section
      4.4.1
      with the submission of the self-audit report to UFRF. 

    


    Section
      7
      Patent Prosecution 

    


    7.1
      UFRF
      shall diligently prosecute and maintain the Licensed Patents using counsel
      of
      its choice. UFRF shall provide Licensee with copies of all patent applications
      amendments, and other filings with the United States Patent and Trademark Office
      and foreign patent offices. UFRF will also provide Licensee with copies of
      office actions and other communications received by UFRF from the United States
      Patent and Trademark Office and foreign patent offices relating to Licensed
      Patents. Licensee agrees to keep such information confidential. 

    


    7.2
      Licensee shall be responsible for and pay 25% of future patent maintenance
      costs
      and expenses incurred by UFRF for the Licensed Patents subsequent to and
      separate of those expenses cited in section 4.2 within thirty (30) days of
      receipt of an invoice with documentation from UFRF. It shall be the
      responsibility of Licensee to keep UFRF fully apprised of the "small entity"
      status of Licensee with respect to the U.S. patent laws and with respect to
      the
      patent laws of any other countries, if applicable, and to inform UFRF of any
      changes in such status: within thirty days of any such change. 

    


    Section
      8
      Infringement and Invalidity 

    


    8.1
      Licensee shall inform UFRF promptly in writing of any alleged infringement
      of
      the Licensed Patents by a third party and of any available evidence thereof.
      

    


    8.2
      During the term of this Agreement, UFRF shall have the right, but shall not
      be
      obligated, to prosecute at its own expense any such infringements of the
      Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees
      that
      UFRF may include Licensee as a co-plaintiff in any such suit, without expense
      to
      Licensee. 

    


    8.3
      If
      within six (6) months after having been notified of any alleged infringement,
      UFRF shall have been unsuccessful in persuading the alleged infringer to desist
      and shall not have brought and shall not be diligently prosecuting an
      infringement action, or if UFRF shall notify Licensee at any time prior thereto
      of its intention not to bring suit against any alleged infringer, then. and
      in
      those events only, Licensee shall have the right, but shall not be obligated,
      to
      prosecute at its own expense any infringement of the Licensed Patents, and
      Licensee may, for such purposes, use the name of UFRF as party plaintiff. No
      settlement, consent judgment or other voluntary final disposition of the suit
      may be entered into without the consent of UFRF, which consent shall not
      unreasonably be withheld. Licensee shall indemnify UFRF against any order for
      costs that may be made against UFRF in such proceedings. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    8.4
      In
      the event that Licensee shall undertake the enforcement by litigation and/or
      defense of the Licensed Patents by litigation, any recovery of damages by
      Licensee for any such suit shall be applied first in satisfaction of any
      expenses and Legal fees of Licensee relating to the litigation, and next toward
      reimbursement of Licensee's direct or indirect cost resulting from infringement
      of the Licensed Patents then toward reimbursement of UFRF's unreimbursed legal
      fees, and expenses relating to the litigation. The balance remaining from any
      such recovery shall belong solely to Licensee. In the event that UFRF shall
      undertake the enforcement by litigation and/or defense of the Licensed Patents
      by litigation, any recovery of damages by UFRF for any such suit shall be
      applied first in satisfaction of any expenses and legal fees of UFRF relating
      to
      the litigation, and next toward reimbursement of UFRF direct or indirect cost
      resulting from infringement of the Licensed Patents then toward reimbursement
      of
      Licensee's unreimbursed legal fees, and expenses relating to the litigation.
      The
      balance remaining from any such recovery shall belong solely to UFRF.


    


    8.5
      In
      any infringement suit that either party may institute to enforce the Licensed
      Patents pursuant to this Agreement, the other pm hereto shall, at the request
      and expense of the party initiating such suit, cooperate in all respects and,
      to
      the extent possible, have its employees testify when requested and make
      available relevant records, papers, information, samples, specimens, and the
      like. 

    


    8.6
      In
      the event a declaratory judgment action alleging invalidity or noninfringement
      of any of the Licensed Patents shall be brought against Licensee, UFRF, at
      its
      option, shall have the right, within thirty (30) days after commencement of
      such
      action, to intervene and take over the sole defense of the action at its own
      expense. 

    


    8.7
      In
      the event Licensee contests the validity of any Licensed Patents, Licensee
      shall
      continue to pay royalties and make other payments pursuant to this Agreement
      with respect to that patent as if such contest were not underway until the
      patent is adjudicated invalid or unenforceable by a court of competent
      jurisdiction. 

    


    Section
      9
      Term and Termination 

    


    9.1
      The
      term of this license shall begin on the Effective Date of this Agreement and
      continue until the earlier of the date that no Licensed Patent remains an
      enforceable patent or the payment of earned royalties under Section 4.2, once
      begun, ceases for more than five (5) calendar quarters.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    9.2
      Licensee may terminate this Agreement at any time by giving at least sixty(60)
      days written notice of such termination to UFRF. Such a notice shall be
      accompanied by a statement of the reasons for termination. 

    


    9.3
      UFRF
      may terminate this Agreement by giving Licensee at least sixty (60) days written
      notice if the date of first commercial sale does not occur on or before the
      date
      specified in Section 3.1.2. 

    


    9.4
      Licensee may terminate this Agreement and be relieved of all future payment
      requirements if any of the Development Plan Milestone Tasks (indicated in
      Appendix A) are not meet by UF. Due to the fact that most of the work is
      conducted by students, the delivery date may be delayed for one or two weeks
      if
      a final exam occurs or if the student working on this project will present
      their
      papers of their research at conferences. Company may extend the established
      due
      dates of any payments if the Development Plan project is delayed by the
      University for any reason. 

    


    9.5
      If
      Licensee at any time defaults in the timely payment of any monies due to UFRF
      or
      the timely submission to UFRF of any Development Report, fails to actively
      pursue the Development Plan, or commits any breach of any other covenant herein
      contained, and Licensee fails to remedy any such breach or default within sixty
      (60) days after written notice thereof by UFRF, UFRF may, at its option,
      immediately terminate this Agreement by giving notice of termination to
      Licensee. 

    


    9.6
      UFRF
      may immediately terminate this Agreement upon the second separate default by
      Licensee within any consecutive three-year period for failure to pay royalties,
      patent or any other expenses when due . 

    


    9.7
      If
      Licensee shall cease to carry on its business pertaining to Licensed Patents
      for
      more than eighteen (18) months, this Agreement shall terminate upon thirty
      (30)
      days notice by UFRF. 

    


    9.8
      Upon
      the termination of this Agreement for any reason, nothing herein shall be
      construed to release either party from any obligation that matured prior to
      the
      effective date of such termination. Licensee shall remain obligated to provide
      an accounting for and to pay royalties earned to the date of termination, and
      any minimum royalties shall be prorated as of the date of termination by the
      number of days elapsed in the applicable calendar year. Licensee may, however,
      after the effective date of such termination, sell all Licensed Products, and
      complete Licensed Products in the process of manufacture at the time of such
      termination and sell the same, provided that Licensee shall remain obligated
      to
      provide an accounting for and to pay running royalties thereon. 

    


    Section
      10 

    


    This
      Agreement may not be transferred or assigned by Licensee except with the prior
      written consent of UFRF which consent shall not be unreasonably withheld.


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      11 Dispute Resolution Procedures 

     

    11.1
      Mandatory Procedures. 

    


    In
      the
      event either party intends to file a lawsuit against the other with respect
      to
      any matter in connection with this Agreement, compliance with the procedures
      set
      forth in this Section shall be a condition precedent to the filing of such
      lawsuit, other than for injunctive relief. Either party may terminate this
      Agreement as provided in this Agreement without following the procedures set
      forth in this section. 

    


    11.1.1
      When a party intends to invoke the procedures set forth in this section, written
      notice shall be provided to the other party. Within thirty (30) days of the
      date
      of such notice, the parties agree that representatives designated by the parties
      shall meet at mutually agreeable times and engage in good faith negotiations
      at
      a mutually convenient location to resolve such dispute. 

    


    11.1.2
      If
      the parties fail to meet within the time period set forth in section 11.1.1
      above or if either party subsequently determines that negotiations between
      the
      representatives of the parties are at an impasse, the party declaring that
      the
      negotiations are at an impasse shall give notice to the other party stating
      with
      particularity the issues that remain in dispute. 

    


    11.1.3
      Not more than 15 days after the giving of such notice of issues, each party
      shall deliver to the other party a list of the names and addresses of at least
      three individuals, any one of whom would be acceptable as a neutral advisor
      in
      the dispute (the "Neutral Advisor") to the party delivering the list. Any
      individual proposed as a Neutral Advisor shall have experience in determining,
      mediating, evaluating, or trying intellectual property litigation and shall
      not
      be affiliated with the party that is proposing such individual. 

    


    11.1.4
      Within 10 days after delivery of such lists, the parties shall agree on a
      Neutral Advisor. If they are unable to so agree within that time, within 5
      days,
      they shall each select one individual from the lists. Within 5 days, the
      individuals so selected shall meet and appoint a third individual from the
      lists
      to serve as the Neutral Advisor. Within 30 days after the selection of a Neutral
      Advisor: 

    


    (a)
      The
      parties shall each provide a written statement of the issues in dispute to
      the
      Neutral Advisor. 

    


    (b)
      The
      parties shall meet with the Neutral Advisor at a location determined by the
      Neutral Advisor, on a date and time established by the Neutral Advisor. The
      meeting must be attended by persons authorized to make final decisions on behalf
      of each party with respect to the dispute. At the meeting, each party shall
      make
      a presentation with respect to its position concerning the dispute. The Neutral
      Advisor will then discuss the issues separately with each party and attempt
      to
      resolve all issues in the dispute. At the meeting, the parties will enter into
      a
      written settlement agreement with respect to all issues that are resolved.
      Such
      settlement agreement shall be final and binding with respect to such resolved
      issues and may not be the subject of any lawsuit between the parties, other
      than
      a suit for enforcement of the settlement agreement. 

    


    11.1.5
      The expenses of the neutral advisor shall be shared by the parties equally.
      All
      other out-of-pocket costs and expenses for the alternative dispute resolution
      procedure required under this Section shall be paid by the party incurring
      the
      same. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    11.1.6
      Positions taken and statements made during this alternative dispute resolution
      procedure shall be deemed settlement negotiations and shall not be admissible
      for any purpose in any subsequent proceeding. 

    


    11.2
      Failure to Resolve Dispute. 

    


    If
      any
      issue is not resolved at the meeting with the Neutral Advisor, either party
      may
      file appropriate administrative or judicial proceedings with respect to the
      issue that remains in dispute. No new issues may he included in the lawsuit
      without the mandatory procedures set forth in this section having first been
      followed. 

    


    11.3
      Survival. 

    


    The
      provisions of this Section shall survive termination of this Agreement.


    


    Section
      12 Product Liability; Conduct of Business 

    


    12.1
      Licensee shall, at all times during the term of this Agreement and thereafter,
      indemnify, defend and hold UFRF, the Florida Board of Governors, the University
      of Florida Board of Trustees, the University of Florida, and each of their
      directors, officers, employees, and agents, and the inventors of the Licensed
      Patents, regardless of whether such inventors are employed by the University
      of
      Florida at the time of the claim, harmless against all claims and expenses,
      including legal expenses and reasonable attorneys fees, whether arising from
      a
      third party claim or resulting from UFRF's enforcing this indemnification clause
      against Licensee, arising out of the death of or injury to any person or persons
      or out of any damage to property and against any other claim, proceeding,
      demand, expense and liability of any kind whatsoever (other than patent
      infringement claims) resulting from the production, manufacture, sale, use,
      lease, consumption, marketing, or advertisement of Licensed Products or Licensed
      Process(es) or arising from any right or obligation of Licensee hereunder.
      Notwithstanding the above, UFRF at all times reserves the right, at its own
      expense, to retain counsel of its own to defend UFRF's, the Florida Board of
      Governors', the University of Florida Board of Trustees', the University of
      Florida's, and the inventor's interests. 

    


    12.2
      Licensee warrants that it now maintains and will continue to maintain Product
      liability insurance coverage appropriate to the risk involved in producing,
      manufacturing, selling, marketing, using, leasing, consuming, or advertising
      the
      products subject to this Agreement and that such insurance coverage lists UFRF,
      the Florida Board of Governors, the University of Florida Board of Trustees,
      the
      University of Florida, and the inventors of the Licensed Patents as additional
      insureds. Upon first commercial sale of Licensed Product after the execution
      of
      this Agreement and thereafter annually between January 1 and January 31 of
      each
      year, Licensee will present evidence to UFRF that the coverage is being
      maintained with UFRF, the University of Florida, and its inventors listed as
      additional insureds. In addition, Licensee shall provide UFRF with at least
      thirty (30) days prior written notice of any change in or cancellation of the
      insurance coverage. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      13 Use of Names 

    


    Licensee
      shall not use the names of UFRF, or of the University of Florida, nor of any
      of
      either institution's employees, agents, or affiliates, nor the name of any
      inventor of Licensed Patents, nor any adaptation of such names, in any
      promotional, advertising or marketing materials or any other similar form of
      publicity, or to suggest any endorsement by the such entities or individuals,
      without the prior written approval of UFRF, such approval shall not be
      unreasonably withheld, in each case.

    


    UFRF
      and
      the University of Florida shall not use the names of Licensee or any of its
      employee's, agents, affiliates, owners, officers, directors or other persons
      associated with Licensee in any technical, administrative, promotional,
      advertising or marketing materials or any other similar form of public document,
      or to suggest any affiliation by such entities or individuals: with UFRF or
      the
      University without the prior written approval of Licensee, such approval shall
      not be unreasonably withheld, in each case. 

    


    Section
      14 Miscellaneous 

    


    14.1
      The
      parties hereto are independent contractors and not joint venturers or
      partners.

    


    14.2
      Licensee shall insure that it applies patent markings that meet all requirements
      of U.S. law, 35 U.S.C. §287, with respect to all Licensed Products subject to
      this Agreement.

    


    14.3
      This
      Agreement constitutes the full understanding between the parties with reference
      to the subject matter hereof, and no statements or agreements by or between
      the
      parties, whether orally or in writing, shall vary or modify the written terms
      of
      this Agreement. Neither party shall claim any amendment, modification, or
      release from any provisions of this Agreement by mutual agreement,
      acknowledgment, or otherwise, unless such mutual agreement is in writing, signed
      by the other party, and specifically states that it is an amendment to this
      Agreement.

    


    14.4
      Licensee shall not encumber or otherwise grant a security interest in any of
      the
      rights granted hereunder to any third party. 

    


    14.5
      Licensee acknowledges that it is subject to and agrees to abide by the United
      States laws and regulations (including the Export Administration Act of 1979
      and
      Arms Export Contract Act) controlling the export of technical data, computer
      software, laboratory prototypes, biological material, and other commodities.
      The
      transfer of such items may require a license from the cognizant agency of the
      U.S. Government or written assurances by Licensee that it shall not export
      such
      items to certain foreign countries without prior approval of such agency. UFRF
      neither represents that a license is or is not required or that, if required,
      it
      shall be issued. 

    


    14.6
      Licensee is responsible for any and all wire/bank fees associated with dl
      payments due to UFRF pursuant to this agreement. 

    


    14.7
      Survival.

    


    The
      provisions of this Section shall survive termination of this Agreement. Upon
      termination of the Agreement for any reason, the following sections of the
      License Agreement will remain in force as non-cancelable
      obligations:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	Section
              6	
              Record
                Keeping

            


    

    


    
      	
            	Section
              9	
              Requirement
                to pay royalties on sale of Licensed Products made, and in process,
                at
                time of License Agreement
                termination

            


    

    


    
      	
            	Section
              12	
              Product
                Liability; Conduct of Business

            


    

    


    
      	
            	Section
              13	
              Use
                of Names

            


    

    


    
      	
            	Section
              18	
              Confidentiality

            


    

    


    
      	
            	Section
              15	
              Notices
                

            


    

    


    Any
      notice required to be given pursuant to the provisions of this Agreement shall
      be in writing and shall be deemed to have been given when delivered personally,
      or if sent by facsimile transmission, when receipt thereof is acknowledged
      at
      the facsimile number of the recipient as set forth below, or the second day
      following the day on which the notice has been delivered prepaid to a national
      air courier service, or five (5) business days following deposit in the U.S.
      mail if sent certified mail,

    


    15.1
      If
      to the University of Florida Research Foundation, Inc.:

    


    President

    University
      of Florida Research Foundation, Inc.

    223
      Grinter Hall

    University
      of Florida

    Post
      Office Box 115500

    Gainesville,
      FL 3261 1-5500

    Facsimile
      Number: 352-846-0491

    


    with
      a
      copy to:

    Office
      of
      Technology Licensing

    Attn:
      Director

    308
      Walker Hall

    University
      of Florida

    Post
      Office Box 115500

    Gainesville,
      Florida 3261 1-5500

    Facsimile
      Number: 352-392-6600

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    15.2
      If
      to Licensee:

    


    Lantis
      Laser, Inc.

    Attn.:
      President

    11
      Stonebridge Ct.

    Denville,
      NJ 07834

    Facsimile
      Number: 6 19-789-0454

    


    with
      a
      copy to: 

    Lantis
      Laser, Inc. 

    Attn:
      Business Group 

    3967
      Park
      Ave. 

    Fairfield,
      CT 06825 

    


    And:
      

    Lantis
      Laser, Inc. 

    Attn:
      VP,
      Research & Development 

    8100
      Park
      Blvd. 

    Pinellas
      Park, FL 33708

    


    Section
      16 Contract Formation and Authority 

    


    The
      submission of this Agreement does not constitute an offer, and this document
      shall become effective and binding only upon the execution by duly authorized
      representatives of both Licensee and UFRF. Copies of this Agreement that have
      not been executed and delivered by both UFRF and Licensee shall not serve as
      a
      memorandum or other writing evidencing an agreement between the parties. This
      Agreement shall automatically terminate and be of no further force and effect,
      without the requirement of any notice from UFRF to Licensee, if UFRF does not
      receive the License Issue Fee pursuant to this Agreement, as applicable,
      according to the terms and conditions stipulated. 

    


    16.1
      UFRF
      and Licensee hereby warrant and represent that the persons signing this
      Agreement have authority to execute this Agreement on behalf of the party for
      whom they have signed. 

    


    16.2
      Force Majuere. 

    


    No
      default, delay, or failure to perform on the part of Licensee or UFRF shall
      be
      considered a default, delay or failure to perform otherwise chargeable
      hereunder, if such default, delay or failure to perform is due to causes beyond
      either party's reasonable control including, but not limited to: strikes,
      lockouts, or inactions of governmental authorities. epidemics, war. embargoes,
      fire, earthquake, acts of God, or default of common carrier. In the event of
      such default, delay or failure to perform, any date or times by which either
      party is otherwise scheduled to perform shall be extended automatically for
      a
      period of time equal in duration to the time lost by reason of the excused
      default, delay or failure to perform. 

    


    Section
      17 United States Government Interests 

    


    17.1
      It
      is understood that if the United States Government (through any of its agencies
      or otherwise) has funded research, Grant No. n/a, during the course of or under
      which any of the inventions of the Licensed Patents were conceived or made.
      The
      United States Government is entitled, as a right, under the provisions of 35
      U.S.C. §202-212 and applicable regulations of Title 37 of the Code of Federal
      Regulations, to a non-exclusive, nontransferable, irrevocable, paid-up license
      to practice or have practiced the inventions of such Licensed Patents for
      governmental purposes. Any license granted to Licensee in this Agreement shall
      be subject to such right. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    17.2
      Licensee agrees that for Licensed Products covered by the Licensed Patents
      that
      are subject to the non-exclusive royalty-free license to the United States
      Government, said Licensed Products will be manufactured substantially in the
      United States. Licensee further agrees that it shall abide by all the
      requirements and limitations of U.S. Code, Title 35, Chapter 18, and
      implementing regulations thereof, for all patent applications and patents
      invented in whole or in part with federal money. 

    


    Section
      18 Confidentiality 

    


    18.1
      Each
      Party shall maintain all information of the other Party which is treated by
      such
      other Party as proprietary or confidential (referred to herein as "Confidential
      Information") in confidence, and shall not disclose, divulge or otherwise
      communicate such confidential information to others, or use it for any purpose,
      except pursuant to, and in order to carry out, the terms and objectives of
      this
      Agreement, and each party hereby agrees to exercise every reasonable precaution
      to prevent and restrain the unauthorized disclosure of such confidential
      information by any of its Affiliates, directors, officers, employees,
      consultants, subcontractors, Sublicensees or agents. 

    


    The
      parties agree to keep the terms of this Agreement confidential, provided that
      each party may disclose this Agreement to their authorized agents and investors
      who are bound by similar confidentiality provisions. Notwithstanding the
      foregoing, Confidential Information of a party shall not include information
      which: (a) was lawfully known by the receiving party prior to disclosure of
      such
      information by the disclosing party to the receiving party; (b) was or becomes
      generally available in the public domain, without the fault of the receiving
      party; (c) is subsequently disclosed to the receiving party by a third party
      having a lawful right to make such disclosure; (d) is required by law, rule,
      regulation or legal process to he disclosed, provided that the receiving party
      making such disclosure shall take all reasonable steps to restrict and maintain
      to the extent possible confidentiality of such disclosure and shall provide
      reasonable notice to the other party to allow such party the opportunity to
      oppose the required disclosure: or (e) has been independently developed by
      employees or others on behalf of the receiving party without access to or use
      of
      disclosing party's information as demonstrated by written record. Each party's
      obligations under this section 18 shall extend for a period of five (5) years
      from termination or expiration of this Agreement. 

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
      dates indicated below. 

    


    UNIVERSITY
      OF FLORIDA RESEARCH FOUNDATION, INC. 

    


    
      	/s/	
              Date:
                5/18/2007

            


    

    


    LANTIS
      LASER, INC. 

    


    
      	/s/	
              Date:
                6/1/2007

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Appendix
      A 

    


    Development
      Plan 

    


    Reference
      Documents: 

    


    Patent
      #6940630-A Micromachined Mechanism With Large Actuation Displacement And Its
      Applications 

    


    Lantis,
      "Product and/or Technology Development Agreement", of 3/8/2007. (Includes:
      MEMS
      Micromirror Development for Noninvasive Dental OCT Imaging Probes Project Plan)
      

    


    Development
      Plan from Dr. Huikai Xie. 

    


    The
      following outline provides the foundation for work to be carried out to
      facilitate the successful completion of the full project. This outline does
      not
      intend to depict the full effort required to carry out all project objectives
      but rather is presented to address those generalized major project phases that
      are known. 

    


    1)Phase
      I
      Week 1-5; (To start concurrently with the Effective Date of the Agreement)
      

    


    A)
      Task
      1. Project Design-System consideration, finalization of specifications


    


    i)
      Project Documentation and Procedure Requirements Definitions 

    


    ii)
      Document the Mechanical Specifications of the MEMS Micromirror and Base Mount
      

    


    iii)
      Outline all optical path components in the Imaging Probe and define the
      interaction and specifications of those components as related to the MEMS
      Micromirror. 

    


    iv)
      Define and Document the control and operating electrical specifications of
      the
      MEMS Micromirror 

    


    v)
      Outline the Electronics control circuit requirements 

    


    vi)
      Outline the control software specifications 

    


    vii)
      Define the Characterization-Performance Testing Specifications 

    


    (a)
      Document the test process and metrics used for performance testing.


    


    viii)
      Acceptance Criteria Test 

    


    (a)
      Develop and Document the Acceptance Test criteria worksheet. 

    


    (b)
      Submit worksheet for review. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ix)
      UF to
      analyze the project and generate a Risk Assessment document and submit to
      Lantis. Included should be any information that might affect or alter the
      outcome of this project or prevent the successful completion of this project
      on
      time and on budget. All project risk should be specifically identified in the
      Risk Assessment document. 

    


    B)
      Task
      2, Develop and Test Electronic Drive Circuit design using existing sample
      micromirrors 

    


    i)
      UF
      will carry out the development and fabrication of an electronic drive circuit
      design capable of controlling the MEMS micromirrors. A full software interface
      to control the drive circuit from a standard PC computer will be developed
      in
      week 9. UF may use existing mirrors for testing in this phase. 

    


    ii)
      Demonstration of electronic control circuit and MEMS Micromirror function to
      Lantis at UF facility. 

    


    iii)
      Project <Hold> point; 

    


    (a)
      Review meeting with all project personnel to determine Project Status.


    


    2)
      Phase
      II Week 6-15 

    


    A)
      Task
      3. Micromirror Design and Layout; design and submit layout for photomasks


    


    i)
      Refinement of Electronics Control circuit as necessary, 

    


    (a)
      Submission of revised Electronic circuit designs for review by Lantis


    


    ii)
      Development of Control software, 

    


    B)
      Task
      4, First Batch, Photomask development 

    


    C)
      Task
      5. First batch, Wafer fabrication 

    


    i)
      Creation of First run of wafers from Photomask, 

    


    ii)
      QC
      Testing of wafers to verify compliance with design specifications 

    


    D)
      Task
      6. First Batch Performance Characterization, drive circuit testing 

    


    i)
      UF
      will assemble MEMS Micromirrors with Lantis mounting bases for testing.


    


    ii)
      Testing will be carried out according to established test procedures and
      performance metrics will be documented at UF facility 

    


    iii)
      Review of testing performance data will be carried out, 

    


    iv)
      Project <Hold> point; 

     

    (a)
      Review meeting with all project personnel to determine Project Status


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    3)
      Phase
      III Week 16-26 

    


    A)
      Task
      7: Re-design for Second batch fabrication, (as needed) 

    


    i)
      Second
      Batch Photomask development 

    


    ii)
      Second Batch, Wafer fabrication 

    


    (a)
      Creation of 2nd run of wafers from 2nd set of Photomask, 

    


    (b)
      QC
      Testing of 2nd batch wafers to verify compliance with design specifications
      

    


    B)
      Task
      8: Second batch fabrication and Performance Characterization of 2nd batch
      devices and packaging 

    


    i)
      UF
      will assemble 2nd Batch MEMS Micromirrors with Lantis mounting bases for
      testing, 

    


    ii)
      Testing will be carried out according to established test procedures and
      performance metrics will be documented at UF facility 

    


    iii)
      Review of testing performance data will be carried out, 

    


    iv)
      Final
      Presentation of MEMS Micromirrors devices to Lantis at UF facility.


    


    v)
      Delivery of Product to Lantis Laser 

    


    (a)
      MEMS
      Micromirror assemblies 

    


    (b)
      Final
      Project documentation 

    


    (i)
      Manufacturing Specifications 

    


    (ii)
      Mechanical Specifications 

    


    (iii)
      Electrical Specifications 

    


    (iv)
      Electronic Specifications 

    


    (v)
      Environmental Specifications 

    


    (vi)
      Software Specifications 

    


    (vii)Lessons
      Learned Report 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    vi)
      Final
      Project Review Meeting with all project personnel to review Project Performance;
      (All project personnel required to attend.) 

    


    (a)
      Reading of Lessons Learned report 

    


    (b)
      3rd
      generation design guidance report from UF 

    


    Deliverables
      

    


    The
      project deliverables include: 

    


    1D
      micromirrors mounted on probe bases, functioning with control electronics


    


    2D
      micromirrors mounted on probe bases, functioning with control electronics


    


    Electronic
      Drive circuits and design documentation, 

    


    Misc.
      design files and Photomask as may be developed during the project, 

    


    Software
      control application and documentation, 

    


    Project
      Reports and final Documentation from each Phase of project 

    


    Project
      Management 

    


    A
      weekly
      written project report will be provided. A project status meeting shall be
      held
      at a minimum of once a month for the duration of the project and or as required
      by the defined work scope. 

    


    Budget
      Justification 

    


    One
      0.5FTE RA will be supported with a stipend of $1,50O/month. Two OPS students
      will be hired at a pay rate of $500/month. PI will contribute 3% of his time
      for
      this project. The MEMS fabrication cost is $5,000. UF Overhead (46.5%): The
      current negotiated federal overhead rate is 46.5% of direct costs less equipment
      and tuition. 

    


    To
      conduct this research, Lantis will provide eight SOI wafers, purchase
      electronics components and pay for photomasks and machining cost. 

    


    Project
      Payment Schedule 

    


    Phase
      I,
      Weeks I -5 $4,367.70 (Payment due at start of Phase) 

    


    Phase
      II,
      Weeks 6-15 $13,397.88 (Payment due at start of Phase] 

    


    Phase
      Ill, Weeks 16 -26 $14,471.42 (Payment due at start of Phase) 

    


    Final
      Payment, $3000.00 (End of week 26) 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Terms
      of
      Payment: 

    


    Payment(s)
      for Service Work will be made by check. Checks will be mailed not more than
      30
      calendar days after the later of (i) receipt of a proper invoice(s) by Lantis
      Laser, Inc. or (ii) acceptance by Lantis of the work required by the contract
      at
      Lantis location . Separate invoice(s) must be submitted in duplicate for each
      payment. 

    


    Neither
      payment nor acceptance by Lantis for the limited purpose described in this
      clause shall constitute a waiver of any rights under the contract or at law,
      including rights under Warranty. 

    


    For
      the
      purposes of this provision only, the following shall apply: 

    


    1)
      "Proper invoice" shall mean a numbered and dated invoice, containing the Lantis
      contract number and itemized by Schedule Work Items as detailed in the contract,
      together with any documentation required to be submitted therewith by any other
      provision of the contract. 

    


    2)
      "Acceptance" shall mean receipt by Lantis of the work, material, or equipment
      meeting the contract requirements and acknowledgment by a authorized
      representative of Lantis that such contract specifications have been met. Solely
      for the purposes of establishing a payment date, such acceptance and
      acknowledgment shall be deemed to be the seventh day after the date on which
      the
      work, material, or equipment is actually delivered at the F.O.B. point or other
      point as may be specified in the contract, or unless Lantis actually accepted
      such work, material, or equipment before such seventh day, or unless a later
      acceptance period is specifically provided for elsewhere in the contract;
      provided, however, such acceptance may be revoked at any time by Lantis upon
      the
      discovery of a latent defect in design, material, or workmanship, or a latent
      nonconformity of the work, material, or equipment to the contract requirements.
      

    


    Delivery:
      

    


    Time
      is
      of the essence of the contract, and Lantis requires definite delivery promises.
      Solely for the purposes of establishing a delivery date, delivery shall be
      deemed established when such work, material, or equipment is received, and
      receipt is acknowledged by an authorized Lantis representative at the F.O.B.
      point or other point as may be specified in the contract. 

    


    
      
        
        

      

      
        20