NON-EXCLUSIVE
      LICENSE AGREEMENT

     

    FOR

     

    IMAGING
      PATENTS

     

    BY
      AND
      BETWEEN

     

    LIGHTLAB
      IMAGING, LLC

     

    AND

     

    LANTIS
      LASER, INC.

     

    dated
      as
      of August 8, 2001

     

    
      
        
           

        

        
           

          
            

          

        

         

      

    

     

    SECTION
      1: RECITALS

     

    WHEREAS
      LightLab is developing and has rights to certain medical imaging technologies,
      known as Optical Coherence Tomography (OCT).

     

    WHEREAS
      Licensee is in the business of dental imaging.

     

    WHEREAS
      Licensee desires to obtain and LightLab desires to grant, in accordance with
      the
      terms of this Agreement, a non-exclusive license in the Field and in the
      Territory and in order for Licensee to manufacture, use, and sell in the
      commercial market products using OCT.

     

    NOW
      THEREFORE, for and in consideration of the mutual promises and covenants
      contained herein and for other good and valuable consideration, the receipt
      and
      adequacy of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    SECTION
      2: DEFINITIONS

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
shall
      mean any entity, other than CZI, that directly or indirectly through one or
      more
      intermediaries controls, or is controlled by, or is under common control with,
      a
      party hereunder by ownership or control of at least fifty percent (50%) of
      the
      voting stock or other ownership. Unless otherwise specified, the term “Licensee”
includes Licensee’s Affiliates.

     

    “Agreement”
shall
      mean this Non-Exclusive License Agreement between LightLab and
      Licensee.

     

    “CZI”
shall
      mean Carl Zeiss, Inc.

     

    “CZI
      License Agreement”
shall
      mean that certain Exclusive License Agreement by and between CZI and LightLab
      dated February 17, 1998, together with that certain License Agreement dated
      December 1, 1992, between MIT as licensor and Advanced Ophthalmic Devices,
      Inc.
      as licensee, First Amendment thereto dated August 27, 1993, by which Humphrey
      Instruments, Inc. became the licensee thereunder, Second Amendment thereto
      dated
      February 27, 1998, by which Carl Zeiss, Inc. became the licensee
      thereunder, and Third Amendment thereto dated February 27, 1998, effecting
      certain modifications as between MIT and Carl Zeiss, Inc.

     

    “Confidential
      Information”
shall
      mean any confidential or proprietary information furnished by one party (the
      “Disclosing
      Party”)
      to the
      other party (the “Receiving
      Party”)
      in
      connection with this Agreement, provided
      that
      such
      information is specifically designated as confidential as provided in Section
      12
      of this Agreement. Such Confidential Information shall include, without
      limitation, the terms of this Agreement, any reports under Section 7 of this
      Agreement, and any records under Section 8 of this Agreement.

     

    “Effective
      Date”
shall
      mean the date on which the last party has signed this agreement.

     

    
      
         

      

      
        2

        
          

        

      

       

    


    “Field”
shall
      mean the field of general dentistry, excluding oral surgery and imaging through
      a microscope.

     

    “First
      Commercial Sale”
shall
      mean the first sale for use or consumption by the general public of any Licensed
      Product in any country based on the required marketing and pricing approval
      granted by the governing health authority of such country.

     

    “Licensed
      CZI Intellectual Property”
shall
      mean those rights and licenses granted by CZI to LightLab Imaging pursuant
      to
      the CZI License Agreement.

     

    “Licensed
      MIT Intellectual Property”
shall
      mean those rights and licenses granted by MIT to LightLab Imaging pursuant
      to
      the MIT License Agreement.

     

    “Licensed
      Processes”
shall
      mean processes that could not be developed, performed, used, sold, or offered
      for sale without infringing at least one Valid Claim included within the Patent
      Rights.

     

    “Licensed
      Products”
shall
      mean products that could not be developed, manufactured, used, sold, offered
      for
      sale, or imported without infringing at least one Valid Claim included within
      the Patent Rights or products made or services provided in accordance with
      or by
      means of Licensed Processes.

     

    “Licensee”
shall
      mean Lantis Laser, Inc., a corporation organized under the laws of [STATE],
      having its principal offices at 1950 Greenwood Turnpike, Hewitt, NJ
      07421.

     

    “LightLab”
shall
      mean LightLab Imaging, LLC, a limited liability corporation licensed under
      the
      laws of Delaware, having its principal offices at 133 Littleton Road, 3rd Floor,
      Westford, Massachusetts 01886-3198.

     

    “MEET’
shall
      mean the Massachusetts Eye and Ear Infirmary.

     

    “MGH”
shall
      mean the General Hospital Corporation, doing business as the General
      Hospital.

     

    “MIT”
shall
      mean the Massachusetts Institute of Technology.

     

    “MIT
      License Agreement”
shall
      mean that certain Patent License Agreement by and between MIT and LightLab
      dated
      February 20, 1998.

     

    “Net
      Sales”
shall
      mean the amount billed, invoiced, or received (whichever occurs first) for
      Licensed Products or Licensed Processes, less:

     

    (a) customary
      trade, quantity or cash discounts and non-Affiliate brokers’ or agents’
commissions actually allowed and taken;

     

    (b) amounts
      repaid or credited by reason of rejection or return;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (c) to
      the
      extent separately stated on purchase orders, invoices, or other documents of
      sale, taxes levied on and/or other governmental charges made as to production,
      sale, transportation, delivery or use and paid by or on behalf of Licensee;
      and

     

    (d) reasonable
      charges for delivery or transportation provided by third parties and cost of
      insurance in transit paid by or on behalf of Licensee, if separately
      stated.

     

    Net
      Sales
      also shall include the fair market value of any non-cash consideration received
      by Licensee for Licensed Products or Licensed Processes. In any transfers of
      licensed Products between Licensee and an Affiliate, Net Sales shall be
      calculated based on the final sale of the Licensed Product to an independent
      Third Party.

     

    In
      the
      event that any Licensed Product is sold or a Licensed Process is provided as
      a
      component of a combination of functional elements or processes, for the purpose
      of determining royalty payments on such combination, Net Sales shall be
      determined by multiplying the Net Sales of the combination by the fraction
      A/(A+B), where A is the average amount billed, invoiced or received for the
      Licensed Product or Licensed Process portion of the combination when sold or
      provided separately during the applicable royalty reporting period and in the
      country in which the sale was made, and B is the aggregate average amount
      billed, invoiced or received for the other functional elements or processes
      of
      the combination sold separately during the applicable royalty reporting period
      and in the country in which the sale was made. In the event that no separate
      sale of either such above-designated Licensed Product/Licensed Process or such
      above-designated other functional elements or processes of the combination
      is
      made during the applicable royalty reporting period and in the country in which
      the sale was made, Net Sales shall be determined by multiplying the Net Sales
      of
      the combination by the fraction C/(C+D) where C is the standard fully-absorbed
      cost of the Licensed Product or Licensed Process portion of such combination
      and
      D is the standard fully-absorbed cost of the other functional elements or
      processes (such fully-absorbed cost determination will be made in accordance
      with GAAP). Licensee shall promptly deliver to LightLab a written report
      detailing such calculation. The Parties shall resolve any dispute that LightLab
      has with the calculation made by Licensee in accordance with Section 13 of
      this
      Agreement.

     

    Net
      Sales
      shall occur on the earlier of receipt of payment by Licensee or sixty (60)
      days
      after a Licensed Product or Licensed Process is billed or invoiced.

     

    “Net
      Service Income”
shall
      mean Service Income less Licensee’s actual demonstrated costs of providing the
      Service.

     

    “OCT”
shall
      mean optical coherence tomography including, without limitation, optical
      coherence tomography which is covered by a Valid Claim.

     

    “Patent
      Rights”
shall
      mean the applications and patents as listed in Appendix A of this Agreement,
      the
      allowed claims of such applications, the inventions described and claimed
      therein, and any divisions, continuations, continuations-in-part to the extent
      the claims are directed to subject matter specifically described in the
      applications and patents listed in Appendix A, 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
      LightLab.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Release”
shall
      mean the first offering for sale of a Licensed Product in writing or at a trade
      show or the first quotation to a prospective customer or a dealer of a price
      for
      a Licensed Product.

     

    “Service”
shall
      mean the utilization of Licensed Products or Licensed Processes by Licensee
      to
      provide services to a Third Party.

     

    “Service
      Income”
shall
      mean the total financial consideration received by Licensee as a result of
      a
      Service; provided,
      however,
      that
      Service Income shall not include payments received by Licensee from purchasers
      of Licensed Products that[, on a case-by-case basis,] the parties mutually
      agree
      represent reasonable consideration for routine maintenance or repairs to
      Licensed Products provided by Licensee through a separate maintenance agreement
      between Licensee and such a purchaser.

     

    “Territory”
shall
      mean the World.

     

    “Third
      Party”
shall
      mean any entity other than LightLab and Licensee and their respective
      Affiliates.

     

    “Valid
      Claim”
shall
      mean either (i) a claim of an issued and unexpired patent included within the
      Patent Rights that has not been held permanently revoked, unenforceable, or
      invalid by a decision of an agency or a court of competent jurisdiction,
      unappealable or unappealed within the time allowed for appeal, and which has
      not
      been admitted to be invalid or unenforceable through reissue or disclaimer
      or
      otherwise; or (ii) a claim of a pending patent application included within
      the
      Patent Rights that was filed with a good faith belief in its patentability
      and
      that has not been abandoned or finally rejected without the possibility of
      appeal or refiling and that has been pending for less than ten (10) years from
      its priority date.

     

    SECTION
      3: REPRESENTATIONS

     

    3.1. Authorization.
      Each
      party represents and warrants to the other that: (i) it has the legal right
      and
      power to enter into this Agreement and to extend the rights and/or licenses
      granted to the other in this Agreement, (ii) the performance of such obligations
      will not conflict with its charter documents or any agreements, contracts or
      other arrangements to which it is a party, (iii) it is organized, validly
      existing and in good standing under the laws of the applicable jurisdiction
      and
      has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement, and (iv) upon the execution and delivery of
      this
      Agreement, this Agreement shall constitute a valid and binding obligation of
      such party, enforceable in accordance with its terms, except as enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting creditors’ and contracting parties’ rights generally
      and except as enforceability may be subject to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

     

    3.2. Licensee’s
      Intent to Develop.
      Licensee is prepared and intends to diligently develop Licensed Products and
      to
      bring such products to market. Licensee understands and agrees
      that the rights conveyed under this Agreement are patent rights and do not
      include technical information or know-how such as specific designs or
      manufacturing expertise.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    3.3. LightLab’s
      Name Change.
      LightLab represents and warrants that, as of the Effective Date, it has
      undergone an administrative name change which has no substantive effect on
      its
      rights and abilities to sublicense under the MIT License Agreement and the
      CZI
      License Agreement.

     

    SECTION
      4: GRANT
      OF RIGHTS

     

    4.1. Grant
      of Non-Exclusive Commercial License.
      LightLab hereby grants to Licensee and Licensee accepts, subject to the terms
      and conditions hereof, a non-exclusive commercial license under Patent Rights
      in
      the Field to make, have made, use, sell, offer for sale, and import in the
      Territory the Licensed Products, and to practice the Licensed Processes, during
      the term of this Agreement (the “License”). Nothing in this Agreement shall be
      construed as a granting to Licensee by implication, estoppel, or otherwise
      of
      any license or rights under any patent, copyright, trade secret, trademark
      or
      other intellectual property right of LightLab other than the rights granted
      under the License.

     

    4.2. No
      Right to Sublicense.
      The
      License shall not include the right to grant sublicenses.

     

    SECTION
      5: CONDITIONS

     

    5.1. MIT
      and CZI License Agreements.
      Licensee acknowledges that all or part of the Patent Rights are licensed by
      LightLab from MPT pursuant to the MIT License Agreement and from CZI pursuant
      to
      the CZI License Agreement, respectively. In that regard:

     

    (a) LightLab
      represents to Licensee as of the Effective Date that LightLab has delivered
      to
      Licensee true copies of the relevant portions of the MIT License Agreement
      and
      CZI License Agreement as amended, such agreements in the form so delivered
      have
      not been further amended, modified or superseded in any respect by oral or
      written agreement and are in full force and effect.

     

    (b) Licensee
      hereby agrees to incorporate herein the obligations of Section 2.4(b), and
      all Sections referenced in Section 2.4(b), of the CZI License Agreement and
      Section 2.8, and all Sections referenced in Section 2.8, of the MIT License
      Agreement herein as a sublicensee under the CZI License Agreement and the MIT
      License Agreement, respectively. The relevant Sections from each of the CZI
      License Agreement and MIT License Agreement are attached hereto at Appendices
      B
      and C, respectively.

     

    5.2. MIT/CZI
      Retained Rights.
      Licensee acknowledges that its rights in the Licensed MIT Intellectual Property
      and Licensed CZI Intellectual Property are variously subject to the rights
      of
      MIT and CZI pursuant to the MIT License Agreement and the CZI License Agreement,
      the relevant portions of which were delivered to Licensee by LightLab Imaging
      prior to the Effective Date. See Appendices B and C.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    5.3. Manufacturing.
      Licensee agrees that any Licensed Products used or sold in the United States
      will be manufactured substantially in the United States.

     

    5.4. Licensee’s
      Efforts to Market.
      Licensee shall use diligent efforts to effect introduction of the Licensed
      Products into the commercial market as soon as practicable, consistent with
      sound and reasonable business practice and judgment; thereafter, until the
      expiration of this Agreement, Licensee shall endeavor to keep Licensed Products
      reasonably available to the public.

     

    SECTION
      6: ROYALTIES
      AND OTHER PAYMENTS

     

    6.1. Licensed
      Products Royalty.
      In
      consideration of the right and License granted herein, Licensee shall pay to
      LightLab during the term of this Agreement a royalty of three-and-a-half percent
      (3.5%) of Net Sales of Licensed Products sold by Licensee.

     

    6.2. Service
      Income Royalty.
      For
      provision of Services under Valid Claims, Licensee shall pay a royalty of
      twenty-five percent (25%) of Net Service Income from each and every Third Party
      to which such Services are provided.

     

    6.3. Minimum
      Royalty Requirements.
      In
      order to maintain the License, Lantis Laser must make Net Sales that generate
      the following minimum royalties for each year after the beginning of the Term,
      as defined in Section 9.1, below:

     

    
      
        	
                Year
                  1

              	 	
                $

              	
                50,000

              	 	 	
                to

              	 
	
                Year
                  2

              	 	
                $

              	
                150,000

              	 	 	 	 
	
                Year
                  3

              	 	
                $

              	
                600,000

              	 	 	 	 
	
                Year
                  4

              	 	
                $

              	
                600,000

              	 	 	 	 
	
                Year
                  5

              	 	
                $

              	
                600,000

              	 	 	 	 


      

    

     

    6.4. Non-Compete.
      If
      Licensee introduces for sale a product, developed either solely by Licensee
      or
      with others, that employs OCT as defined in this Agreement, such product will
      be
      deemed to be a Licensed Product subject to the terms and conditions of this
      Agreement, including, without limitation, the obligation for Lantis Laser to
      pay
      LightLab Imaging royalties on the Net Sales of such product as though such
      product were a Licensed Product developed under this Agreement.

     

    6.5. Royalty
      Payments.
      Licensee shall make quarterly payments of the royalties due to LightLab for
      the
      previous quarter at the same time that Licensee delivers to LightLab the Royalty
      Reports detailed in Section 7.3, below.

     

    6.6. Blocked
      Payments.
      Licensee shall promptly inform LightLab if government regulations prevent
      Licensee from receiving payments due Licensee from customer in a foreign country
      for Licensed Products or Licensed Processes. At LightLab’s option, Licensee
      shall either
      (i) continue to report the amounts payable to LightLab but shall have no
      obligation to pay those amounts until the government regulations which prevented
      Licensee from receiving payment have changed to permit such receipt, or (ii)
      deposit the amount due to LightLab in a bank, as designated by LightLab, in
      the
      particular country from which Licensee is unable to receive
      payments.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    6.7. Payment
      of Drafting Fees.
      Upon
      execution of this Agreement, Licensee will pay to LightLab the reasonable legal
      fees associated with the drafting of this Agreement, which have been estimated
      by the parties at $7,000.

     

    6.8. LightLab’s
      Receipt of Payments.
      All
      payments due hereunder shall be deemed received when funds are credited to
      LightLab’s bank account and shall be payable by check or wire transfer in United
      States dollars. Conversion of foreign currency to U.S. dollars shall be made
      at
      the conversion rate existing in the United States (as reported in The
      New York Times or
      The
      Wall Street Journal) on
      the
      last working day that falls on or prior to the due date of the Royalty Report.
      No transfer, exchange, collection or other charges shall be deducted from such
      payments.

     

    6.9. Withholding
      and Similar Taxes.
      The
      payment to LightLab of the royalties, fees, compensation, and other payments
      provided for in this Agreement shall be free and clear of any deduction or
      withholding for or on account of any taxes, charges, or remittance fees, whether
      levied by federal, state or municipal governments anywhere in the world, or
      by
      other authorities. If any such deduction or withholding is required with respect
      to any payment due to LightLab under this Agreement, such payment shall be
      increased by an additional amount such that the net amount actually received
      by
      LightLab, after such deduction or withholding, will equal the full amount that
      LightLab would have received if no such deduction or withholding had been
      required. The payment of any taxes, charges or fees required to be deducted
      or
      withheld from royalties, fees, compensations or other payments due to LightLab,
      and the filing of any information or tax returns with respect thereto, shall
      be
      the responsibility of Licensee, who shall promptly forward to LightLab an
      official receipt (or a certified copy) or other documentation reasonably
      acceptable to LightLab evidencing such payment and who shall be liable to
      LightLab with respect to any amounts, fines, or penalties arising out of or
      resulting from any failure, delay, or error in discharging the aforesaid
      obligations.

     

    6.10. Late
      Payment Charge.
      Late
      payments by Licensee shall be subject to a charge of one and one-half percent
      (1.5%) per month.

     

    6.11. Most
      Favored Licensee.
      LightLab agrees that if it should hereafter grant to any third party, other
      than
      an Affiliate of LightLab or the United States Government or any agency or
      division thereof, a different license under Patent Rights in the Field to make,
      have made, use, sell, offer for sale, and import the Licensed Products and
      to
      practice the Licensed Processes in the Territory, on substantially the same
      terms as the license hereunder, but providing for more favorable royalty rates
      than those provided to Licensee hereunder, LightLab shall provide Licensee
      with
      such more favorable royalty rates.

     

    SECTION
      7: REPORTING

     

    7.1. Progress
      Reports.
      No
      later than sixty (60) days after June 30 of each calendar year, Licensee shall
      provide to LightLab a written annual Progress Report describing progress on
      research and development, regulatory approvals, manufacturing, marketing and
      sales with respect to Licensed Products and Licensed Processes during the most
      recent twelve (12) month period ending June 30 and plans for the forthcoming
      year. If multiple technologies are covered by the Licensed Products and Licensed
      Processes, the Progress Report shall provide the information set forth above
      for
      each technology. Licensee shall also provide any reasonable additional data
      LightLab requires to evaluate Licensee’s performance.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    7.2. Dates
      of First Sale.
      Licensee shall report to LightLab the date of First Commercial Sale of Licensed
      Products (or results of Licensed Processes) in each country within thirty (30)
      days of occurrence.

     

    7.3. Royalty
      Reports.
      Licensee shall submit to LightLab within forty-five (45) days after each
      calendar quarter ending March 31, June 30, September 30, and December 31, a
      Royalty Report setting forth for such quarter at least the following
      information:

     

    (a) the
      number of Licensed Products manufactured, leased, and sold by Licensee in each
      country;

     

    (b) total
      billings and amounts actually received for such Licensed Products;

     

    (c) an
      accounting for all Licensed Processes used or sold;

     

    (d) deductions
      applicable to determine the Net Sales thereof;

     

    (e) the
      amount of Service Income received by Licensee and an accounting of all deduction
      to yield Net Service Income; and

     

    (f) the
      amount of royalty due for the past quarter under this Agreement, or, if no
      royalties are due to LightLab for any reporting period, the statement that
      no
      royalties are due.

     

    (g) reference
      to the case numbers and patent numbers which cover the actual Licensed Products
      and Licensed Processes sold, so that LightLab can comply with its obligations
      under the MIT License Agreement and the CZI License Agreement.

     

    If
      multiple technologies are covered by the license granted hereunder, Licensee
      shall specify which Patent Rights are utilized for each Licensed Product and
      Licensed Process included in the Royalty Report.

     

    Each
      Royalty Report shall be certified as correct by an officer of Licensee and
      shall
      include a detailed listing of all deductions from royalties.

     

    7.4. Corporate
      Information.
      In the
      event of a merger, consolidation or sale or transfer of all or substantially
      all
      of its assets, Licensee shall notify LightLab in writing within thirty (30)
      days
      of such event.

     

    7.5. Notification
      of Infringement by Third Parties.
      Licensee and LightLab shall each promptly notify the other of any infringement
      or misappropriation or alleged infringement or misappropriation of Patent Rights
      of which Licensee or LightLab becomes aware.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    7.6. Notification
      of Patent Lawsuit.
      Licensee shall inform LightLab in writing if LightLab or Licensee is named
      as
      the defendant in a suit alleging invalidity or noninfringement of the Patent
      Rights.

     

    7.7. Confidentiality
      of Reports.
      Except
      as required in order for LightLab to comply with its reporting obligations
      under
      the MIT License Agreement and the CZI License Agreement, all reports made
      pursuant to this Section shall be maintained in confidence by LightLab in
      accordance with Section 12 of this Agreement; provided, however, that LightLab
      may include in its usual reports annual amounts of royalties paid.

     

    SECTION
      8: RECORD
      KEEPING

     

    8.1. Records.
      Licensee shall keep accurate records (together with supporting documentation)
      of
      Licensed Products or Licensed Processes made, used or sold under this Agreement,
      appropriate to determine the amount of royalties due to LightLab hereunder.
      Such
      records shall be retained for at least five (5) years following the end of
      the
      reporting period to which they relate.

     

    8.2. Audits.
      The
      records described in Section 8.1 shall be available during normal business
      hours
      upon reasonable advance notice for examination by a certified public accountant
      selected by LightLab, and reasonably acceptable to Licensee, for the sole
      purpose of verifying reports and payments hereunder. In conducting examinations
      pursuant to this Section 8.2, LightLab’s accountant shall have access to all
      records which LightLab reasonably believes to be relevant to the calculation
      of
      royalties under Section 6.

     

    8.3. Confidentiality
      of Audit.
      LightLab’s accountant shall not disclose to LightLab any information other than
      information relating to the accuracy of reports and payments made
      hereunder.

     

    8.4. Costs
      of Audit.
      Such
      examination by LightLab’s accountant shall be at LightLab’s expense, except that
      if such examination shows an underreporting or underpayment in excess of five
      percent (5%) for any twelve (12) month period, then Licensee shall pay the
      cost
      of such examination as well as any additional sum that would have been payable
      to LightLab had the Licensee reported correctly, plus interest on said sum
      at
      the rate of one and one-half percent (1.5%) per month.

     

    SECTION
      9: TERM
      AND TERMINATION

     

    9.1. Term.
      This
      Agreement, unless otherwise terminated as provided herein, shall remain in
      effect for five (5) years following whichever of the following events occurs
      first:

     

    (a) Licensee’s
      Release of a Licensed Product;

     

    (b) Licensee’s
      First Commercial Sale of a Licensed Product; or

     

    (c) the
      second anniversary of the Effective Date.

     

    9.2. Termination
      by LightLab.
      LightLab may terminate this Agreement as follows:

     

    (a) if
      Licensee does not meet its minimum royalty obligations under
      Section 6.3;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (b) if
      Licensee does not make a payment due hereunder and fails to cure such
      non-payment (including the payment of interest in accordance with Section 6.10)
      within ten (10) days after the date of notice in writing of such non-payment
      by
      LightLab;

     

    (c) if
      Licensee defaults in its obligations under Section 11 to procure and
      maintain insurance;

     

    (d) if
      Licensee shall become insolvent, shall make an assignment for the benefit of
      creditors, or shall have a petition in bankruptcy filed for or against it.
      Such
      termination shall be effective immediately upon LightLab giving written Notice
      to Licensee;

     

    (e) if
      Licensee is convicted of a felony; or

     

    (f) if
      Licensee defaults in the performance of any material obligations under this
      Agreement, other than as provided in subsections (a) through (f), above, and
      the
      default has not been remedied within thirty (30) days after the date of notice
      in writing of such default by LightLab.

    


    9.3. Termination
      in Part by Lice.

     

    (a) Licensed
      MIT Intellectual Property

     

    i) LightLab
      shall have the right to immediately terminate this Agreement with respect to
      the
      Licensed MIT Intellectual Property upon the termination or expiration of the
      MIT
      License Agreement, or upon the loss of LightLab’s rights to sublicense the
      Licensed MIT Intellectual Property.

     

    ii) In
      the
      event that LightLab terminates this Agreement in part pursuant to Subsection
      9.3(a)(i), above, this Agreement shall terminate only with respect to the rights
      and licenses granted to Licensee by LightLab to the Licensed MIT Intellectual
      Property, and all rights and licenses granted to Licensee by LightLab to the
      Licensed CZI Intellectual Property shall remain in full force and effect, except
      as otherwise provided herein.

     

    (b) Licensed
      CZI Intellectual Property

     

    i) LightLab
      shall have the right to immediately terminate this Agreement with respect to
      the
      Licensed CZI Intellectual Property upon the termination or expiration of the
      CZI
      License Agreement, or upon the loss of LightLab’s rights to sublicense the
      Licensed CZI Intellectual Property.

     

    ii) In
      the
      event that LightLab terminates this Agreement in part pursuant to Subsection
      9.3(b)(i), above, this Agreement shall terminate only with respect to the rights
      and licenses granted to Licensee by LightLab to the Licensed CZI Intellectual
      Property, and all rights and licenses granted to Licensee by LightLab to the
      Licensed WT Intellectual Property shall remain in full force and effect, except
      as otherwise provided herein.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    9.4. Termination
      by Licensee.
      Licensee may terminate this Agreement by giving ninety (90) days advance written
      notice of termination to LightLab.

     

    9.5. Effect
      of Termination.
      Upon
      termination, all provisions of this License, except for those identified in
      this
      Section 9.5 shall terminate immediately, and Licensee shall submit a final
      Royalty Report to LightLab and any royalty payments invoiced by LightLab shall
      become immediately payable. Sections 8, 9.5, 10, 11.1, 11.3, 12, 13, 14.1,
      and
      15 of this Agreement shall survive termination.

     

    SECTION
      10: DISCLAIMER
      OF WARRANTIES, INDEMNIFICATION, AND LEGAL COMPLIANCE

     

    10.1. No
      Warranty of Patent Rights.
      LightLab does not warrant the validity of the Patent Rights licensed hereunder
      and makes no representations whatsoever with regard to the scope of the licensed
      Patent Rights or that such Patent Rights may be exploited by Licensee or an
      Affiliate without infringing other patents. LightLab shall not be required
      to
      file any patent application, secure any patent, or maintain any patent in force
      and shall not be obligated to bring or prosecute any action or suit against
      any
      Third Party for infringement.

     

    10.2. Disclaimer
      of Warranties.
      EXCEPT
      AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LIGHTLAB IMAGING, ITS
      DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, MAKE NO REPRESENTATIONS AND
      EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
      NOT
      LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT
      OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL
      BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LIGHTLAB IMAGING
      THAT
      THE PRACTICE BY LICENSEE OF THE LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE
      THE PATENT RIGHTS OF ANY THIRD PARTY. WITHOUT LIMITING THE GENERALITY OF THE
      FOREGOING, LIGHTLAB IMAGING DOES NOT WARRANT THAT THE USE OF LICENSED PRODUCTS
      OR THE PRACTICE OF THE LIGHTLAB IMAGING PATENT RIGHTS LICENSED HEREUNDER DOES
      NOT INFRINGE ANY PATENT OR OTHER RIGHTS OWNED BY THIRD PARTIES, AND LIGHTLAB
      IMAGING SHALL NOT BE OBLIGATED TO DEFEND OR SAVE HARMLESS LICENSEE OR ANY OTHER
      PERSON AGAINST ANY SUIT, DAMAGE, CLAIM OR DEMAND BASED ON ACTUAL OR ALLEGED
      INFRINGEMENT OF ANY PATENT OR OTHER RIGHTS OWNED BY A THIRD PARTY, OR ANY UNFAIR
      TRADE PRACTICE, RESULTING FROM THE EXERCISE OR USE OF ANY RIGHT OR LICENSE
      GRANTED HEREUNDER. LIGHTLAB IMAGING DOES NOT WARRANT THE VALIDITY OR
      ENFORCEABILITY OF ANY PATENT WHICH MAY BE PART OF LIGHTLAB IMAGING PATENT
      RIGHTS.

     

    10.3. Indemnification.
      Licensee shall indemnify, defend and hold harmless LightLab, MIT, MGH, MEET,
      CZI, and their current or former directors, officers, trustees, employees,
      and
      agents and their respective successors, heirs and assigns (collectively, the
      “Indemnitees”), against any liability, damage, loss or expenses (including
      reasonable attorneys’ fees and expenses of litigation) incurred by or imposed
      upon any or all of the Indemnitees in connection with any claims, suits,
      actions, demands or judgments arising out of any theory of liability (including,
      without limitation, product liability actions in the form of tort, warranty,
      or
      strict liability and regardless of whether such action has any factual basis)
      concerning any product, process or service made, used or sold by Licensee
      pursuant to any license granted under this Agreement (an “Indemnified Claim”),
      provided that:

     

    (a) each
      Indemnitee that intends to claim indemnification under this Section
      shall:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    i) notify
      Licensee of an Indemnified Claim promptly after the Indemnitee’s receipt of
      notice of the claim, except that the Indemnitee’s Failure to provide prompt
      notice to Licensee of an Indemnified Claim shall not relieve Licensee of its
      obligations to indemnify the Indemnitee, except to the extent that Licensee
      is
      actually prejudiced by such failure; and

     

    ii) provide
      Licensee, at no cost to the Indemnitee, with all reasonably necessary
      assistance, information, and authority to perform the above.

     

    (b) upon
      the
      notice contemplated by paragraph 10.3(a)(i), above, Licensee may, at its option,
      exercise control over and choose counsel for the defense of the Indemnified
      Claim, and all related settlement negotiations. However, the Indemnitee will
      be
      entitled to employ counsel separate from Licensee’s counsel if the Indemnitee
      and Licensee or a court of competent jurisdiction reasonably determine that
      a
      conflict of interest exists which makes representation by Licensee’s chosen
      counsel not advisable or permitted; provided, however that the Indemnitee shall
      seek Licensee’s consent, which shall not unreasonably be withheld or delayed, to
      the appointment of the Indemnitee’s counsel and the rates to be charged. In such
      event, the reasonable fees and disbursements of the Indemnitees’ counsel will be
      paid by Licensee.

     

    10.4. Legal
      Compliance.

     

    (a) Licensee
      acknowledges that it is subject to United States laws and regulations
      controlling the export of technical data, computer software, laboratory
      prototypes and other commodities (including the Arms Export Control Act, as
      amended and the United States Department of Commerce Export Administration
      Regulations). The transfer of such items may require a license from the
      cognizant Agency of the United States Government and/or written assurances
      by
      Licensee that Licensee shall not export data or commodities to certain foreign
      countries without prior approval of such agency. LightLab neither represents
      that a license shall not be required nor that, if required, it shall be
      issued.

     

    (b) Licensee
      shall:

     

    i) comply
      with all applicable laws and regulations, including all United States laws
      and
      regulations controlling the export of commodities 

     

    
      
         

      

      
        13

        
          

        

      

       

    


    and
      technical data, shall be solely responsible for any violation of such laws
      and
      regulations by Licensee or its Affiliates, and shall defend and hold the
      Indemnitees harmless in the event of any legal action of any nature occasioned
      by such violation;

     

    ii) obtain
      all regulatory approvals required for the manufacture and sale of Licensed
      Products and Licensed Processes;

     

    iii) register
      or record this Agreement as is required by law or regulation in any country
      where the license is in effect.

     

    SECTION
      11: INSURANCE

     

    11.1. Requirement
      of Insurance.
      Beginning at the time any such product, process or service is being commercially
      distributed or sold by Licensee or by an Affiliate or agent of Licensee,
      Licensee shall, at its sole cost and expense, and subject to MIT’s approval,
      procure and maintain commercial general liability insurance in amounts not
      less
      than two million dollars ($2,000,000) per incident and three million dollars
      $3,000,000 annual aggregate and naming the Indemnitees, MIT, MGH, and the MEEI
      as additional insureds. During clinical trials of any such product, process
      or
      service, Licensee shall, at its sole cost and expense, procure and maintain
      commercial general liability insurance in such equal or lesser amount as
      LightLab shall require, naming the Indemnitees as additional insureds. Such
      commercial general liability insurance shall be written by a reputable insurance
      company authorized to do business in the Commonwealth of Massachusetts and
      shall
      provide at least: (i) product liability coverage; and (ii) broad form
      contractual liability coverage for Licensee’s indemnification under this
      Agreement. If Licensee elects to self-insure all or part of the limits described
      above (including deductibles or retentions which are in excess of two hundred
      and fifty thousand dollars ($250,000) annual aggregate) such self-insurance
      program must be acceptable to LightLab, MIT, MGH, MEEI, and the Risk Management
      Foundation, under their sole discretion. The minimum amounts of insurance
      coverage required shall not be construed to create a limit of Licensee’s
      liability with respect to its indemnification under this Agreement.

     

    11.2. Evidence
      and Replacement.
      Licensee shall provide LightLab with written evidence of the insurance described
      in Section 11.1 upon request of LightLab. Licensee shall provide LightLab with
      written notice at least fifteen (15) days prior to the cancellation, non-renewal
      or material change in such insurance; if Licensee does not obtain replacement
      insurance providing comparable coverage within such fifteen (15) day period,
      LightLab shall have the right to terminate this Agreement effective at the
      end
      of such fifteen (15) day period without notice or any additional waiting
      periods.

     

    11.3. Maintenance
      Beyond Termination.
      Licensee shall maintain the commercial general liability insurance described
      in
      Section 11.1 beyond the expiration or termination of this Agreement during:
      (a)
      the period that any product, process, or service, relating or developed pursuant
      to this Agreement is being commercially distributed or sold by Licensee or
      by an
      Affiliate or agent of Licensee; and (b) a reasonable period after the period
      referred to in Subsection 113(a), above, which in no event shall be less than
      fifteen (15) years.

     

    SECTION
      12: CONFIDENTIALITY

     

    12.1. Designation.
      Confidential Information that is disclosed in writing shall be marked with
      a
      legend indicating its confidential status (such as “Confidential”
or
      “Proprietary”).
      Confidential Information that is disclosed orally or visually shall be
      documented in a written notice prepared by the Disclosing Party and delivered
      to
      the Receiving Party within thirty (30) days of the date of disclosure; such
      notice shall summarize the Confidential Information disclosed to the Receiving
      Party and reference the time and place of its disclosure.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    12.2. Obligations.
      For a
      period of ten (10) years after disclosure of any Confidential Information,
      the
      Receiving Party shall not disclose such Confidential Information to any Third
      Party, except that the Receiving Party may disclose or permit the disclosure
      of
      any Confidential Information to its directors, officers, employees, consultants,
      and advisors who are obligated to maintain the confidential nature of such
      Confidential Information and who need to know such Confidential Information
      in
      order for the Receiving Party to fulfill its obligations under this Agreement
      and may reproduce the Confidential Information only to the extent necessary
      for
      such disclosures to directors, officers, employees, consultants, and advisors
      with all such reproductions being considered Confidential Information. In
      addition, Licensee may disclose or permit the disclosure of the terms of this
      Agreement to potential investors that are considering an investment in
      Licensee’s dental imaging business, but only for the purposes of allowing such
      potential investors to consider such an investment.

     

    12.3. Exceptions.
      The
      obligations of the Receiving Party under Subsection 12.2. above shall not apply
      to the extent that the Receiving Party can demonstrate that certain Confidential
      Information (i) was in the public domain prior to the time of its disclosure
      under this Agreement; (ii) entered the public domain after the time of its
      disclosure under this Agreement through means other than an unauthorized
      disclosure resulting from an act or omission by the Receiving Party; (iii)
      was
      independently developed or discovered by the Receiving Party without use of
      the
      Confidential Information as contemporaneously documented; (iv) is or was
      disclosed to the Receiving Party at any time, whether prior to or after the
      time
      of its disclosure under this Agreement, by a Third Party having no fiduciary
      relationship with the Disclosing Party and having no obligation of
      confidentiality with respect to such Confidential Information; or (v) is
      required to be disclosed to comply with applicable laws or regulations, or
      with
      a court or administrative order, provided
      that
      the
      Disclosing Party receives reasonable prior written notice of such disclosure.
      The Receiving Party will promptly notify the Disclosing Party when the Receiving
      Party learns of any of the Disclosing Party’s Confidential Information through
      any of the methods described in exceptions (i) through (iv), above.

     

    12.4. Ownership
      and Return.
      The
      Receiving Party acknowledges that the Disclosing Party (or any Third Party
      entrusting its own information to the Disclosing Party) claims ownership of
      its
      Confidential Information in the possession of the Receiving Party. Upon the
      expiration or termination of this Agreement, and at the request of the
      Disclosing Party, the Receiving Party shall return to the Disclosing Party
      all
      originals, copies, and summaries of documents, materials, and other tangible
      manifestations of Confidential Information in the possession or control of
      the
      Receiving Party, except that the Receiving Party may retain one copy of the
      Confidential Information in the possession of its legal counsel solely for
      the
      purpose of monitoring the parties’ obligations under this
      Agreement.

     

    12.5. Entitlement
      to Injunctive Relief.
      Each
      party acknowledges that its obligations under this Section of the Agreement
      are
      unique, and that, if it should default on such obligations, it would be
      extremely impracticable to measure the resulting damages to the other party;
      accordingly, the non-defaulting party, in addition to any other available rights
      or remedies, shall be entitled to preliminary and permanent injunctive relief
      from any court of competent jurisdiction to enforce the provisions of this
      Section.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    SECTION
      13: DISPUTE
      RESOLUTION

     

    13.1. Mediation
      and Arbitration.
      Except
      for the right of either party to apply to a court of competent jurisdiction
      for
      a temporary restraining order, a preliminary injunction, or other equitable
      relief to preserve the status quo or prevent irreparable harm, any and all
      claims, disputes or controversies arising under, out of, or in connection with
      the Agreement, including any dispute relating to patent validity or
      infringement, which the parties shall be unable to resolve within sixty (60)
      days shall be mediated in good faith. The party raising such dispute shall
      promptly advise the other party of such claim, dispute or controversy in a
      writing which describes in reasonable detail the nature of such dispute. By
      not
      later than five (5) business days after the recipient has received such notice
      of dispute, each party shall have selected for itself a representative who
      shall
      have the authority to bind such party, and shall additionally have advised
      the
      other party in writing of the name and title of such representative. By not
      later than ten (10) business days after the date of such notice of dispute,
      the
      party against whom the dispute shall be raised shall select a mediation firm
      in
      the Boston area and such representatives shall schedule a date with such firm
      for a mediation hearing. The parties shall enter into good faith mediation
      and
      shall share the costs equally. If the representatives of the parties have not
      been able to resolve the dispute within fifteen (15) business days after such
      mediation hearing, then any and all claims, disputes or controversies arising
      under, out of, or in connection with this Agreement, including any dispute
      relating to patent validity or infringement, shall be resolved by final and
      binding arbitration in Boston, Massachusetts by mutually agreed upon alternative
      dispute resolution mechanisms, or if unable to agree upon such mechanisms,
      under
      the rules of the American Arbitration Association, or the Patent Arbitration
      Rules if applicable, then obtaining. The arbitrators shall have no power to
      add
      to, subtract from or modify any of the terms or conditions of this Agreement,
      nor to award punitive damages. Any award rendered in such arbitration may be
      enforced by either party in either the courts of the Commonwealth of
      Massachusetts or the United States District Court for the District of
      Massachusetts, to whose jurisdiction for such purposes LightLab and Licensee
      each hereby irrevocably consents and submits.

     

    13.2. No
      Waiver of Timely Performance of Obligations.
      Notwithstanding the foregoing, nothing in this Article shall be construed to
      waive the parties’ rights under Section 12.5 or any rights of timely performance
      of any obligations existing under this Agreement.

     

    
      
         

      

      
        16

        
          

        

      

       

    

     

    SECTION 14: PUBLICITY AND PATENT MARKING

     

    14.1. No
      Use
      of Names and Marks.
      Licensee shall not use LightLab’s name or insignia, or any adaptation of them,
      or the name of any of LightLab’s inventors in any advertising, promotional or
      sales literature without the prior written approval of LightLab. Neither shall
      Licensee use the names or trademarks of MIT, MIT Lincoln Laboratory, MGH, or
      MEEI, nor any adaptation thereof, nor the names of any of their employees,
      in
      any advertising, promotional or sales literature without prior written consent
      obtained from MIT, MIT Lincoln Laboratory, MGH, or MEEI, or said employee,
      in
      each case. Nothing herein shall be construed as giving Licensee any interest
      in
      or right to use LightLab’s, MIT’s, MGH’s, or MEEI’s trademarks, trade names, or
      trade dress, and Licensee shall not use LightLab’s trademarks, trade names, or
      trade dress.

     

    14.2. Patent
      Marking.
      Licensee shall mark the Licensed Products sold in the United State with all
      applicable United States patent numbers. All Licensed Products shipped to or
      sold in other countries shall be marked in such a manner as to conform with
      the
      patent laws and practices of the country of manufacture or sale. LightLab shall
      provide Licensee, within thirty (30) days of the date of this Agreement, or
      within thirty (30) days of the date of issuance of a patent, whichever is later,
      with the appropriate patent numbers that LightLab wishes to include on any
      Licensed Products to be sold by Licensee.

     

    14.3. Press
      Release.
      LightLab and Licensee will mutually agree to the contents of a press release,
      to
      be disseminated to the public, announcing this Agreement. (Appendix
      D)

     

    SECTION
      15: MISCELLANEOUS

     

    15.1. No
      Transfer or Assignment by Licensee.
      Without
      the prior written approval of LightLab in each instance, neither this Agreement
      nor the rights granted hereunder shall be transferred or assigned in whole
      or in
      part by Licensee to any person whether voluntarily or involuntarily, by
      operation of law or otherwise, except that Licensee may assign this Agreement
      in
      connection with a merger, consolidation or sale or transfer of all or
      substantially all of its assets. This Agreement shall be binding upon the
      respective successors, legal representatives and assignees of LightLab and
      Licensee.

     

    15.2. Third
      Party Beneficiaries.
      LightLab and Licensee acknowledge that M.I.T. and CZI are intended third party
      beneficiaries of this Agreement, are entitled to the same rights and protections
      as LightLab, and are entitled to enforce this Agreement directly against
      Licensee.

     

    15.3. Governing
      Law.
      This
      Agreement, and the performance of the parties hereto, shall be construed and
      governed according to the laws of the Commonwealth of Massachusetts, excluding
      the conflicts of laws provisions thereof.

     

    15.4. Force
      Majeure.
      Neither
      party will be responsible for delays resulting from causes beyond the reasonable
      control of such party, including without limitation fire, explosion, flood,
      war,
      strike, or riot, provided that the non-performing party uses commercially
      reasonable efforts to avoid or remove such causes of nonperformance and
      continues performance under this Agreement with reasonable dispatch whenever
      such causes are removed.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    15.5. Notices.
      Any
      notices to be given hereunder shall be sufficient if signed by the party (or
      party’s attorney) giving same and either: (i) delivered in person; (ii) mailed
      certified mail return receipt requested; or (iii) faxed to other party if the
      sender has evidence of successful transmission and if the sender promptly sends
      the original by ordinary mail, in any event to the following
      addresses:

     

    If
      to
      Licensee:

     

    Lantis
      Laser, Inc.

                   1950
      Greenwood Turnpike

    Hewitt,
      NJ 07421

    Fax:
      (203) 374-9856

    Attn:
      Stan Baron

     

    If
      to
      LightLab:

     

    LightLab
      Imaging, LLC

    133
      Littleton Road, 3rd Floor

    Westford,
      MA 01886-3198 

    Fax:
      (978) 692-1409

    Attn:
      Paul Magnin

     

    and
      a
      copy to:

     

    Palmer
      & Dodge LLP

    One
      Beacon Street

    Boston,
      MA 02108

    Fax:
      (617) 227-4420

    Attn:
      Richard B. Smith

     

    By
      such
      notice either party may change their address for future notices.

     

    Notices
      delivered in person shall be deemed given on the date delivered. Notices sent
      by
      fax, as provided above, shall be deemed given on the date faxed. Notices mailed
      shall be deemed given on the date postmarked on the envelope.

     

    15.6. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and all of which together shall be deemed to be one and
      the
      same instrument.

     

    15.7. Headings.
      All
      headings are for convenience only and shall not affect the meaning of any
      provision of this Agreement.

     

    15.8. Severability.
      Should
      a court of competent jurisdiction later hold any provision of this Agreement
      to
      be invalid, illegal, or unenforceable, and such holding is not reversed on
      appeal, if any, it shall be considered severed from this Agreement. All other
      provisions, rights and
      obligations shall continue without regard to the severed provision, provided
      that the remaining provisions of this Agreement are in accordance with the
      intention of the parties.

     

    
      
         

      

      
        18

        
          

        

      

       

    

     

    15.9. No
      Waiver.
      The
      failure of either party to assert a right hereunder or to insist upon compliance
      with any term or condition of this Agreement shall not constitute a waiver
      of
      that right or excuse a similar subsequent failure to perform any such term
      or
      condition by the other party.

     

    15.10. Entire
      Agreement.
      This
      Agreement constitutes the entire understanding between the parties and neither
      party shall be obligated by any condition or representation other than those
      expressly stated herein or as may be subsequently agreed to by the parties
      hereto in writing.

     

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

     

    
      	
              For
                LightLab Imaging LLC:

            	 	 	
              For
                Lantis Laser, Inc.:

            
	 	 	 	 
	
              Name:
                Paul Magnin

              Title:
                President & CEO

              Date:
                ______________________, 20__

            	 	 	
              Name:
                Stanley B. Baron

              Title:
                CEO

              Date:
                ______________________, 20__

            
	 	 	 	 
	 	 	 	 
	
              

              Signature

            	 	 	
              
                

              

              Signature

            


    

     

    
      
         

      

      
        19

        
          

        

      

       

    


    Appendix
      A

     

    The
      following comprise Patent Rights:

    
      	 	
              Title

            	 	
              Status

            
	 	 	 	 
	
              1

            	
              “Method
                And Apparatus For Optical Imaging With Means For Controlling The
                Longitudinal Range Of The Sample”, E.A. Swanson, D. Huang, J.G. Fujimoto,
                C.A. Puliafito, C.P. Lin, J.S. Schuman.

            	 	
              Issued
                US Patent 5,321,501, June 14, 1994. Filed 4/29/92.

              CIP
                of 4/29/91 filing.

            
	 	 	 	 
	
              2

            	
              “Method
                and Apparatus for Performing Optical Measurements”, E.A. Swanson, D.
                Huang, J.G. Fujimoto, C.A. Puliafito, C.P. Lin,
                J.S. Schuman.

            	 	
              Issued
                US Patent 5,459,570, Oct. 14, 1995. Filed 3/16/93.

              Continuation
                of 4/29/91 filing.

            
	 	 	 	 
	
              3

            	
              “Method
                and Apparatus for Performing Optical Imaging and Measurements”, E.A.
                Swanson, D. Huang, J.G. Fujimoto, C.A. Puliafito, C.P. Lin, J.S.
                Schuman.

            	 	
              Issued
                in Europe and Japan

            
	 	 	 	 
	
              4

            	
              “Method
                and Apparatus for Acquiring Images using a CCD Detector Array and
                No
                Transverse Scanner”, E.A. Swanson

            	 	
              Issued
                US Patent 5,465,147, Nov. 7, 1995. Filed 6/2/94. CIP of 4/29/91
                filing.

            
	 	 	 	
               

            
	
              5

            	
              “Method
                and Apparatus for Performing Optical Measurements using a Fiber Optic
                Imaging Guidewire, Catheter or Endoscope”, G.J. Teamey, M.E. Brezinski,
                E.A. Swanson, S.A. Boppart, B.E. Bouma, J.G. Fujimoto.

            	 	
              Issued
                US Patent 6,134,003, Oct. 17, 2000. Filed 2/27/96.

            
	 	 	 	
               

            
	
              6

            	
              “Methods
                and Apparatus for Forward-Directed Optical Scanning Instruments for
                the
                Acquisition of Optical Imaging and Delivery of Optical Radiation,” S.A.
                Boppart, G.J. Tearney, B.E. Bouma, M.E. Brezinski, J.G. Fujimoto,
                E. A.
                Swanson

            	 	
              Pending
                Patent.

            
	 	 	 	
               

            
	
              7

            	
              “Grating
                Based Phase Control Optical Delay Line”, G.J. Ternary, B.E. Bouma, J.G.
                Fujimoto

            	 	
              Issued
                US Patent 6,111,645,

              August,
                200 0.

            
	 	 	 	 
	
              8

            	
              “Method
                and Apparatus for Performing Optical Measurements using a Rapidly
                Frequency Tuned Laser”, E. A. Swanson, S. R. Chinn

            	 	
              Issued
                US Patent 5,956,355

              September
                21, 1999.

            
	 	 	 	 
	
              9

            	
              “Short
                Coherence Length, Doppler Velocimetry System”, C. Petersen, T. Hellmuth
                

            	 	
              Issued
                US Patent 5,501,226, 3/26/96. Filed 10/16/94. Issued EPO and
                Japan

            
	 	 	 	 
	
              10

            	
              “Short
                Coherence Length, Doppler Velocimetry System”, C. Petersen, T.
                Hellmuth

            	 	
              Issued
                US Patent 5,549,114, 8/27/96. Filed 10/23/95. Issued EPO and
                Japan

            
	 	 	 	 
	
              11

            	
              “Optical
                Coherence Tomography Assisted Surgical Apparatus”, J. Wei, T.
                Hellmuth

            	 	
              Issued
                US Patent 6,004,314 December 21,
                1999.

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	 	
              Title

            	 	
              Status

            
	 	 	 	 
	
              12

            	
              “OCT-Assisted
                Surgical Microscope with Multi- Coordinate Manipulator”, T. Hellmuth, M.
                Kaschke, J. Moore, G. Unold

            	 	
              Issued
                US Patent 5,795,295

            
	 	 	 	 
	
              13

            	
              “Optical
                Coherence Tomography with New Interferometer”, D. Huang, C. Peterson, J.
                Wei

            	 	
              Issued
                US Patent 6,053,613

            
	 	 	 	 
	
              14

            	
              “Method
                and Apparatus for Simultaneous Measuring the Length and Refractive
                Error
                of and Eye”, T. Hellmuth

            	 	
              Issued
                US Patent 5,975,699 

            
	 	 	 	 
	
              15

            	
              Measurement
                of Lens Characteristics”, T. Hellmuth, C. Campbell, J. Wei

            	 	
              Issued
                US Patent 5,469,261 11/21/95.

            
	 	 	 	 
	
              16

            	
              “Fundus
                Illumination Apparatus Formed from Three Separated Radiation Path
                Systems”, J. Wei, T. Hellmuth

            	 	
              Issued
                US Patent 5,506,634, 4/9/96.

            
	 	 	 	 
	
              17

            	
              “Optical
                Coherence Tomography Corneal Mapping Apparatus”, T. Hellmuth, Jay
                Wei

            	 	
              Issued
                US Patent 5,491,524, 2/13/96. Filed 10/5/94.

            
	 	 	 	 
	
              18

            	
              “Method
                and Apparatus for Optical Coherence Tomographic Fundus Imaging”, T.
                Helmuth

            	 	
              Pending
                Patent.

            
	 	 	 	 
	
              19

            	
              “Gaze
                Tracking using Optical Coherence Tomography”, A.
                Kirschbaum

            	 	
              Issued
                US Patent 5,644,642, 7/1/97. Filed 4/3/95.

            
	 	 	 	 
	
              20

            	
              “Optical
                Coherence Tomography Assisted Ophthalmologic Surgical Microscope”, J. Wei,
                T. Helmuth

            	 	
              Issued
                US Patent 5,493,109, 2/20/96. Filed 8/18/94.

            
	 	 	 	 
	
              21

            	
              “Method
                and Apparatus for Optical Coherence Tomographic Fundus Imaging without
                Vignetting”, T. Hellmuth, Jay Wei.

            	 	
              Issued
                US Patent 5,537,162, 6/16/96. Filed 12/17/93.

            
	 	 	 	 
	
              22

            	
              “Method
                and Apparatus for High Speed Longitudinal Scanning in Imaging Systems”,
                E.A. Swanson, C.L. Petersen

            	 	
              Issued
                US Patent 6,191,862 2/20/01

            
	 	 	 	 
	
              23

            	
              “Fiber
                Optic Needle Probes for Optical Coherence Tomography Imaging”, C. Pitris,
                S.A. Boppart, X. Li, M. Brezinski, E.A. Swanson, E. McNamara, J.G.
                Fujimoto

            	 	
              Patent
                Pending

            
	 	 	 	 
	
              24

            	
              “Micro-Lens
                for Miniature Optical Probes”, E.A. Swanson, C.L. Petersen, E McNamara,
                R.B. Lamport, D. Kelly

            	 	
              Patent
                Pending

            
	 	 	 	 
	
              25

            	
              “Method
                and Apparatus for Performing Optical Frequency Domain Reflectometry”, E.A.
                Swanson, S.R. Chinn

            	 	
              Issued
                US Patent 6,160,826. 12/12/00. Filed 1999.

            
	 	 	 	 
	
              27

            	
              “Broadband
                Light Source System and Method Thereof”, J. Schmitt

            	 	
              Patent
                Pending

            


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	 	
              Title

            	 	
              Status

            
	 	 	 	 
	
              28

            	
              “Apparatus
                and Method for Selective Data Collection and Signal to Noise Ratio
                Enhancement Using Optical Coherence Tomography”, P. Magnin J. Goodnow, C.
                Petersen, J. Schmitt

            	 	
              Patent
                Pending. 

              Filed
                4/6/01

            
	 	 	 	 
	
              29

            	
              “Fiber
                Optic Endoscopic Gastrointestinal Probe”, E. McNamara, R.
                Lamport

            	 	
              Patent
                Pending

            


    

     

    
      
         

      

      
        22

        
          

        

      

       

    


    Appendix
      B

     

    Relevant
      Sections of CZI License Agreement

     

    1.2. “CDT
      FIELD” shall mean all uses of optical coherence tomography and other
      interferometric imaging and ranging techniques except those reserved for the
      CZI
      Field or Light Microscopy Field, the CDT Field including, without limitation,
      instrumentation and disposables for use in biomedical and non-biomedical
      applications, including internal body optical imaging and ranging for diagnostic
      or interventional procedures through natural or man-made openings in the body
      via catheters, endoscope probes, throchars, probes, needles, laproscopes, or
      the
      like, including imaging of the vasculature, pulmonary tract, genitourinary
      tract, gastrointestinal tract, reproductive tract and rheumatology.

     

    1.8. “LIGHT
      MICROSCOPY FIELD” shall mean the use of optical coherence tomography in a
      classical light microscopy application, including, without limitation, medical
      and non-medical light microscope applications such as surgical microscopes
      (except neurological microscopes) developmental biology, non-destructive
      evaluation of materials, industrial applications (including, but not limited
      to,
      non-destructive testing, inspection and evaluation on-line and off-line), and
      histology through conventional microscope platforms (e.g., standard, inverted
      or
      conical).

     

    1.9. “CZI
      FIELD” shall mean diagnostic and therapeutic instrumentation and disposables for
      use of optical imaging and ranging technology in ophthalmology and near-surgical
      microscopes for in vivo operation in the open field (i.e., surgical fields
      directly accessible from outside the body or through large surgical
      openings).

     

    2. GRANT
      TO
      CDT

     

    2.1. Exclusive
      License Grant.
      Subject
      only to the CZI License Agreement, and the terms and conditions hereof, CZI
      hereby grants to CDT and CDT hereby accepts, a worldwide, royalty-free (except
      with respect to any royalty obligation due the licensor of CZI Patent Rights
      to
      CZI), exclusive license (with the right to sublicense subject to CZI’ prior
      approval, which approval shall not be unreasonably withheld), under the CZI
      Patent Rights, to make and have made, to use and to have used, to import and
      have imported, to sell and have sold the CZI Licensed Products, and to practice
      and otherwise use the CZI Licensed Processes, in the CDT Field, for the term
      of
      this Agreement.

     

    2.2. Non-Exclusive
      License Grant.
      Subject
      only to the CZI License Agreement, and the terms and conditions hereof, CZI
      hereby grants to CDT and CDT hereby accepts, a worldwide, royalty-free (except
      with respect to any royalty obligation due the licensor of CZI Patent Rights
      to
      CZI), non-exclusive license (with the right to sublicense subject to CZI prior
      approval, which approval shall not be unreasonably withheld), under the CZI
      Patent Rights, to make and have made, to use and have used, to import and have
      imported, to sell and have sold the CZI Licensed Products, and to practice
      and
      otherwise use the CZI Licensed Processes, in the Light Microscopy Field, for
      the
      term of this Agreement.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    2.3. CZI
      Technology License Grant.
      Subject
      only to the terms and conditions hereof, CZI hereby grants to CDT and CDT hereby
      accepts, a worldwide, royalty-free (except with respect to any royalty
      obligation due the licensor of CZI Technology to CZI), non-exclusive license
      (with the right to sublicense subject to CZI’ prior approval, which approval
      shall not be unreasonably withheld), under the CZI Technology, to make and
      have
      made, to use and have used, to import and have imported, to sell and have sold
      the CZI Licensed Products in the CDT Field and the Light Microscopy Field for
      the term of this Agreement.

     

    2.4. Conditions
      to License Grants.
      The
      granting and acceptance of the license pursuant to Sections 2.1 and 2.2 are
      subject to the following conditions:

     

    
      	 	
              (a)

            	
              MIT
                Rights.
                CDT acknowledges that all or part of the CZI Patent Rights are licensed
                by
                CZI from MIT pursuant to the CZI License Agreement. CDT hereby agrees
                to
                incorporate herein the obligations of Article 2.9 of the CZI License
                Agreement as a sublicense under the CZI License Agreement. Articles
                2, 5,
                7, 8, 9, 10, 12, 13 and 15 of such CZI License Agreement are attached
                hereto as Exhibit C. CDT hereby assumes the obligation to pay MIT
                any
                applicable royalty payments due from a sublicensee pursuant tot the
                CZI
                License Agreement.

            


    

     

    
      	 	
              (b)

            	
              Sublicenses.
                All Sublicenses granted by CDT hereunder shall be in writing and
                shall:

            


    

     

    (i) advise
      Sublicensees of the CZI’s and MIT’s rights under this Agreement;
      and

     

    (ii) be
      expressly subject to Sections 2.4, 6.1, 8.1 and 11.1, and Articles 10 and 12
      hereof, substituting Sublicensee for CDT.

     

    In
      the
      event of termination of this Agreement, CZI shall recognize the licenses under
      CZI Patent Rights and CZI Technology granted in such sublicenses, provided
      that
      CZI shall have the right to terminate the sublicense upon sixty (60) days’
written notice of a material breach by Sublicensee which is not cured prior
      to
      expiration of such sixty (60) day period, and provided further that CZI shall
      not assume, and shall not be responsible to any Sublicensees for, any
      representations, warranties or obligations of CDT made to any Sublicensees
      other
      than the licenses granted under CZI Patent Rights and CZI Technology as
      authorized herein.

     

    
      	 	
              (c)

            	
              Marking.
                CDT agrees to mark and to cause any Sublicensees to mark, any CZI
                Licensed
                Products made, used or sold by it or them with any notice of patent
                rights
                necessary or desirable under applicable law to enable the CZI Patent
                Rights to be enforced to the maximum degree in any country where
                CZI
                Licensed Products are made, imported, used or
                sold.

            


    

     

    2.5. Improvements.
      CZI
      agrees to notify CDT in writing of any patents or patent applications arising
      from work performed by or for CZI and related to or useful in the CDT Field,
      and
      which CZI is free to license to CDT (hereinafter called “CZI Improvements”).
      Such CZI Improvements shall, as the case may be, automatically become part
      of
      the CZI Patent Rights or CZI Technology licensed hereunder.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    2.6. Licenses
      by CZI Outside the Field.
      Nothing
      herein shall be construed to prevent CZI from licensing any CZI Patent Right
      or
      CZI Technology to any other party for the purpose of making, having made, using
      or selling any product or method outside of the CDT Field; . provided,
      however,
      that
      CZI shall provide CDT with written notice of its intent to license any CZI
      Patent Right or CZI Technology outside of the CDT Field and CDT shall have
      sixty
      (60) days to advise CZI of its interest in obtaining a license to such CZI
      Patent Right or CZI Technology outside of the CDT Field and an additional thirty
      (30) days to negotiate reasonable terms of a license agreement.

     

    2.7 Disclosure
      of Technical Information.
      Subject
      to Section 8 of this Agreement, as soon as reasonably possible following the
      Effective Date, but in no event later than one (1) month after the Effective
      Date, upon request by CDT, CZI shall disclose to CDT its Technical Information
      relating to the CZI Patent Rights and CZI Technology in the CDT Field in its
      possession or control on the Effective Date. CZI shall continue to disclose
      additional Technical Information in a timely fashion to CDT from time to time
      during the term of this Agreement.

     

    2.8. Right
      of First Refusal.
      Notwithstanding the foregoing licenses granted to CDT pursuant to this Article
      2, CDT hereby agrees not to market, distribute, or enter into any agreements
      with third parties to market or distribute,. any products developed by CDT
      in
      the Light Microscopy Field without first offering CZI a right of first refusal
      with respect to the distribution and marketing of such products (the “Right of
      First Refusal”). Upon development of a product subject to this Section 2.8, CDT
      shall provide written notice to CZI of the new product and its specifications.
      Upon receipt of CDT’s notice, CZI shall have thirty (30) days (the “Election
      Period”) to determine whether or not to pursue a marketing and distribution
      contract for such product with CDT. If CZI decides to exercise its Right of
      First Refusal with respect to the product (i) it shall notify CDT in writing
      of
      its election within the Election Period, (ii) propose a marketing, sales and
      distribution plan in a timely manner acceptable to CDT’s Board of Directors,
      (iii) negotiate the agreement in good faith and on competitive terms and (iv)
      the agreement shall contain a termination provision if CZI fails to meet
      reasonable performance criteria.

     

    6.1.
      Notice
      of Infringement.
      Each
      party shall inform the other party promptly in writing of any alleged
      infringement of which it shall have knowledge by a third party of any patents
      within the CZI Patent Rights in the CDT Field and provide any available evidence
      of infringement.

     

    8.1. Confidential
      Information.
      Any
      party receiving Confidential Information shall maintain the confidential and
      proprietary status of such Confidential Information, keep such Confidential
      Information and each part thereof within its possession or under its control
      sufficient to prevent any activity with respect to the Confidential Information
      that is not specifically authorized by this Agreement, use commercially
      reasonable efforts to prevent the disclosure of any Confidential Information
      to
      any other person, and use commercially reasonable efforts to ensure that such
      Confidential Information is used only for those purposes specifically authorized
      herein; provided,
      however,
      that
      such restriction shall not apply to any Confidential Information which is (a)
      independently developed by the receiving party, (b) in the public domain at
      the
      time of its receipt or thereafter becomes part of the public domain through
      no
      fault of the receiving party, (c) received without obligation of confidentiality
      from a third party having the right to disclose such information, (d) released
      from restriction of this Section 8.1 by the express written consent of the
      disclosing party, (e) disclosed to any permitted assignee, permitted sublicensee
      or permitted subcontractor of either party hereunder (if such assignee,
      sublicensee of subcontractor is subject to the provisions of this Section 8.1
      or
      comparable provisions of such other documents), or (f) required by law, statute
      rule or court order to be disclosed (the disclosing party shall, however, use
      commercially reasonable efforts to obtain confidential treatment of any such
      disclosure). The obligations set forth in this Section 8.1 shall survive for
      a
      period of five (5) years from the termination or expiration of this Agreement.
      Without limiting the generality of the foregoing, each of the parties shall
      use
      commercially reasonable efforts to obtain confidentiality agreements from its
      respective employees and agents, similar in scope to this Section 8.1, to
      protect the Confidential Information. Notwithstanding the foregoing, each party
      shall be deemed to have satisfied its obligations under this Section 8.1 if
      it
      protects the Confidential Information of the other party with the same degree
      of
      care that it uses to protect its own similar Confidential
      Information.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    10 TERM
      AND
      TERMINATION OF AGREEMENT

     

    10.1. Term.
      The
      term of this Agreement shall commence on the effective Date and remain in full
      force and effect thereafter unless otherwise terminated as provided for
      hereunder (the “Term”). With respect to the CZI Patent Rights and CDT Patent
      Rights, any license given thereto under this Agreement shall remain in effect
      until the earlier to occur of (i) the expiration of the last to expire patent
      within the respective CZI Patent Rights or CDT Patent Rights, or (ii) the
      termination or expiration of this Agreement.

     

    10.2. Termination
      for Cause.
      Either
      party shall have the right to terminate this Agreement immediately by giving
      the
      other party written notice of such termination in the following
      circumstances:

     

    
      	 	
              (a)

            	
              The
                admission by the other party in writing of its insolvency or bankruptcy,
                or its making of an assignment of substantially all of its assets
                for the
                benefit of creditors, or its application for the appointment of a
                trustee
                or receiver for such party, or the appointment of a trustee or receiver
                for such party, or the institution by or against such party of any
                bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings or other proceedings for relief under any bankruptcy
                law or
                similar law for the relief of debtors which is allowed against such
                party, or is consented to or is not dismissed, stayed or otherwise
                nullified within sixty (60) days after the institution thereof;
                and

            


    

     

    
      
         

      

      
        26

        
          

        

      

       

    

     

    
      	 	
              (b)

            	
              The
                other party shall have breached any other material term or condition
                of
                this Agreement and such breach remains uncured within sixty (60)
                days of
                notice thereof, or if not susceptible of cure within sixty (60) days,
                within such longer period as such breach could have reasonably been
                cured,
                but in no event to exceed an additional sixty (60)
                days.

            


    

     

    
      	 	
              (c)

            	
              CDT
                shall have the right to immediately terminate this Agreement with
                respect
                to the CDT Patent Rights and CDT Technology upon the termination
                or
                expiration of the CZI License Agreement, or upon the loss of exclusivity
                of the “Patent Rights” licensed under the CZI License
                Agreement.

            


    

     

    
      	 	
              (d)

            	
              CZI
                hall have the right to immediately terminate this Agreement with
                respect
                to the CZI Patent Rights and CZI Technology upon the termination
                or
                expiration of the CDT License Agreement, or upon the loss of exclusivity
                of the “Patent Rights” licensed under the CDT License
                Agreement.

            


    

     

    10.3 Effect
      of Termination.

     

    
      	 	
              (a)

            	
              Termination
                of Rights.
                Except as otherwise provided for under this Section 10.3 all licenses
                and
                rights granted by either party hereunder to the other party shall
                terminate upon termination of this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Termination
                for Breach.
                In the event that one party rightfully terminates this Agreement
                because
                of a material breach by the other party pursuant to Section 10.2(b)
                hereof, this Agreement shall terminate only with respect to the rights
                and
                licenses granted by the non-breaching party to the breaching party,
                and
                all rights and licenses granted hereunder by the breaching party
                to the
                non-breaching party shall remain in full force and
                effect.

            


    

     

    
      	 	
              (c)

            	
              Termination
                by CDT Pursuant to Section 10.s(c).
                In the event that CDT rightfully terminates this Agreement pursuant
                to
                Section 10.2(c) hereof, this Agreement shall terminate only with
                respect
                to the rights and licenses granted to CZI by CDT to the CDT Patent
                Rights
                and CDT Technology, and all rights and licenses granted to CDT by
                CZI to
                the CZI Patent Rights and CZI Technology shall remain in full force
                and
                effect.

            


    

     

    
      	 	
              (d)

            	
              Termination
                by CZI Pursuant to Section 10.2(d).
                In the event that CZI rightfully terminates this Agreement pursuant
                to
                Section 10.s(d) hereof, this Agreement shall terminate only with
                respect
                to the rights and licenses granted to CDT by CZI to the CZI Patent
                Rights
                and CZI Technology, and all rights and licenses granted to CZI by
                CDT to
                the CDT Patent Rights and CDT Technology shall remain in full force
                and
                effect.

            


    

     

    
      
         

      

      
        27

        
          

        

      

       

    


    
      	 	
              (e)

            	
              Disclosure
                of Technical Information.
                All obligations of the parties to disclose Technical Information
                under
                this Agreement pursuant to Sections 2.7 and 3.7 hereof shall terminate
                upon termination of this Agreement for any
                reason.

            


    

     

    
      	 	
              (f)

            	
              Survival.
                The provisions of Sections 1, 2.4, 3.4, 4.2 (with respect to CZI
                Patent
                Rights prosecuted by CDT), 5.2 (with respect to CDT Patent Rights
                prosecuted by CZI), 8.1, 9.1, 9.2, 10.3, 11 and 12 shall survive
                termination or expiration.

            


    

     

    
      	 	
              (g)

            	
              Prior
                Obligations.
                Termination of this Agreement for any reason shall not release either
                party from any obligation theretofore
                accrued.

            


    

     

    
      	 	
              (h)

            	
              Survival
                of Sublicenses.
                Notwithstanding the provisions of this Section 10.3, sublicenses
                in effect
                as of the date of termination shall survive pursuant to the provisions
                of
                Sections 2.4(b) and 3.4(b).

            


    

     

    11.1. CDT
      Indemnity.
      Except
      to the extent that any claims or causes of action are based solely upon alleged
      infringement or misappropriation resulting from use of patents or other
      intellectual property rights of CZI, CDT shall defend and indemnify and hold
      CZI, its trustees, officers, employees and appointees harmless from and against
      any and all actions, suits, claims, demands, judgments and other liabilities,
      including attorney’s fees until CDT assumes defense as described below, arising
      out of (a) the development, manufacture, storage, sale or other distribution,
      or
      any other use of CZI Licensed Products or exercise of rights granted hereunder
      by CDT or it’s Affiliates, Sublicensees, distributors, agents or
      representatives; (b) the use by end-users and other third parties of CZI
      Licensed Products; or (c) any representation, warranty or statement by CDT
      or
      its Affiliates, Sublicensees, distributors, agents or representatives,
      concerning CZI or CZI Patent Rights not approved by CZI in writing, provided
      that CZI promptly notifies CDT of any such claim coming to its attention and
      that it cooperates with CDT at CDT’s expense in the defense of such claims or
      actions. If any such claims or actions are made, CZI shall be defended at CDT’s
      sole expense by counsel selected by CDT, at CDT’s sole expense, subject to CZI’s
      approval, such approval not to be unreasonably withheld. CZI shall not agree
      to
      any settlement without CDT’s consent, and CDT shall have sole control of the
      defense.

     

    12 GENERAL

     

    12.1. Assignments.
      Neither
      party shall assign this Agreement or its rights hereunder or delegate its
      obligations hereunder, to any third party without prior written consent of
      the
      other party, which consent shall not be unreasonably withheld, except that
      either party may assign its rights under this Agreement in connection with
      a
      merger, consolidation, or sale of substantially all of the assets of such party
      related to the subject matter hereof, provided that the assignee so notifies
      the
      other party and agrees in writing to assume all of the obligations of such
      party
      hereunder.

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    12.2. Force
      Major.
      Neither
      party will be responsible for delays resulting from acts beyond the control
      of
      such party, provided that the non-performing party uses reasonable commercial
      efforts to avoid or remove such causes of nonperformance and continues
      performance hereunder with reasonable dispatch whenever such causes are
      removed.

     

    12.3.
      Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto and their respective successors and permitted assigns,
      as
      well as any Affiliates of the parties that have accepted in writing the terms,
      including the obligations, of this Agreement.

     

    12.4. Amendments
      and Waivers.
      This
      Agreement may be amended and any of its terms or conditions may be waived only
      by a written instrument executed by the parties or, in the case of a waiver,
      by
      the party waiving compliance. The failure of either party at any time or times
      to require performance of any provision hereof shall in no manner affect its
      rights at a later time to enforce the same. No waiver by either party of any
      condition or term in any one or more instances shall be construed as a further
      or continuing waiver of such condition or term or any other condition or
      term.

     

    12.5. Governing
      Law.
      The
      interpretation and application of the provisions of this Agreement shall be
      governed by the laws of The Commonwealth of Massachusetts.

     

    12.6. Notices.
      Any
      notices given pursuant to this Agreement shall be in writing and shall be deemed
      to have been given and delivered upon the earlier of (i) when received at the
      address set forth below, or (ii) three (3) business days after mailed by
      certified or registered mail postage prepaid and property addressed, with return
      receipt requested, or (iii) on the day when sent by facsimile as confirmed
      by
      certified or registered mail. Notices shall be delivered to the respective
      parties as indicated.

     

    If
      to
CZI:

     

    Carl
      Zeiss, Inc.

    One
      Zeiss
      Drive

    Thornwood,
      NY 10594

    Attn:
      President

    Tel:
      914-747-1800

    Fax:
      914-682-8296

     

    with
      a
      copy to:

     

    If
      to
CDT:

    13R
      Okayed Road

    Acton,
      MA
      01220

    Tel:
      978-263-4315

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    with
      a
      copy to:

     

    Palmer
      & Dodge LPL

    One
      Beacon Street

    Boston,
      MA 02108

    Attn:
      Michael Lytton, Esq.

    Tel:
      617-573-0327

    Fax:
      617-227-4420

     

    or
      such
      other address as either party may request in writing.

     

    12.7. Partial
      Illegality.
      If any
      provision of this Agreement is declared void, illegal or unenforceable, the
      provision shall be deemed amended as necessary to conform to applicable laws
      or
      regulations, or if it cannot be so amended without materially altering the
      intention of the parties, the remainder of the Agreement shall continue in
      full
      force and effect as if the offending provisions were not contained
      herein.

     

    12.8. Entire
      Agreement.
      This
      Agreement constitutes the entire understanding between the parties with respect
      to its subject matter and supersedes ad replaces all prior agreements,
      understandings, writings, and discussions. This Agreement may be amended only
      by
      a written instrument executed by the parties.

     

    
      
         

      

      
        30

        
          

        

      

       

    


    Appendix
      C

     

    Relevant
      Sections of MIT License Agreement

     

    1
      -
      DEFINITIONS

     

    1.1. “CDT
      FIELD OF USE” shall mean all fields of use.

     

    1.12. “NON-Z
      FIELD OF USE” shall mean all fields of use except Medical Devices.

     

    2
      -
      GRANT

     

    2.1. (a) M.I.T.
      hereby grants to LICENSEE the right and license for the NON-Z FIELD OF USE
      to
      practice under the Z PATENT RIGHTS and, to the extent not prohibited by other
      patents, to make, have made, use, lease, sell and import Z LICENSED PRODUCTS
      and
      to practice the Z LICENSED PROCESSES, until the expiration of the last to expire
      of the Z PATENT RIGHTS, unless this Agreement shall be sooner terminated
      according to the terms hereof.

     

    (b) M.I.T.
      hereby grants to LICENSEE the right and license for the CDT FIELD OF USE to
      practice under the CDT PATENT RIGHTS and, to the extent not prohibited by other
      patents, to make, have made, use, lease, sell and import CDT LICENSED PRODUCTS
      and to practice the CDT LICENSED PROCESSES, until the expiration of the last
      to
      expire of the CDT PATENT RIGHTS, unless this Agreement shall be sooner
      terminated according to the terms hereof.

     

    2.2. LICENSEE
      agrees that LICENSED PRODUCTS leased or sold in the United States shall be
      manufactured substantially in the United States.

     

    2.3. In
      order
      to establish a period of exclusivity (the “EXCLUSIVE PERIOD”) for LICENSEE,
      M.I.T. hereby agrees that it shall not grant any other license to make, have
      made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED
      PROCESSES subject to the royalty-free, nonexclusive license rights of the United
      States Government per FAR 52.227-11, during the period of time commencing with
      the EFFECTIVE DATE and extending to the end of the term or terms for which
      any
      LICENSED PATENT RIGHTS have been or shall be issued, unless sooner terminated
      as
      hereinafter provided.

     

    2.4. M.I.T.,
      MGH, and MEEI reserves the right to practice under the LICENSED PATENT RIGHTS
      for non-commercial patient care, educational, and research
      purposes.

     

    2.5. LICENSEE
      shall have the right to enter into sublicensing agreements for the rights,
      privileges and licenses granted hereunder only during the EXCLUSIVE PERIOD
      of
      this Agreement. Such sublicenses may extend past the expiration date of the
      EXCLUSIVE PERIOD of this Agreement, but any exclusivity of such sublicenses
      shall expire upon the expiration of the EXCLUSIVE PERIOD. Upon any termination
      of this Agreement, sublicensees’ rights shall also terminate, subject to
      Paragraphs 13.6 and 13.7 herein.

     

    2.6. LICENSEE
      agrees to forward to M.I.T. copies of sublicenses LICENSEE intends to grant
      prior to the execution of such sublicense. M.I.T. shall have the right to grant
      or to withhold its consent to execute said sublicense, which consent shall
      not
      unreasonably be withheld. M.I.T. agrees to notify LICENSEE, in writing, of
      its
      decision concerning said proposed sublicense no later than fourteen (14) days
      after receiving it. Failure to so notify LICENSEE in writing shall mean that
      M.I.T. grants its consent.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    2.7. LICENSEE
      agrees that any sublicense to Carl Zeiss, Inc. for the CDT PATENT RIGHTS shall
      require Carl Zeiss, Inc. to report and pay royalties directly to M.I.T. in
      the
      manner and amounts specified in the M.I.T./ZEISS LICENSE on NET SALES of
      LICENSED PRODUCTS and LICENSED PROCESSES covered by the CDT PATENT RIGHTS made
      by Carl Zeiss, Inc., and ii) sublicenses granted by Carl Zeiss, Inc. to the
      CDT
      PATENT RIGHTS. M.I.T. and LICENSEE agree that only a single royalty as specified
      in paragraph 4.1 (d) of the M.I.T./ZEISS LICENSE is payable to M.I.T. if the
      products are covered by the Z PATENT RIGHTS, the CDT PATENT RIGHTS, or both
      the
      Z PATENT RIGHTS and the CDT PATENT RIGHTS. M.I.T. and LICENSEE agree that only
      a
      single sublicense fee, as specified in paragraph 4.1 (e) of the M.I.T./ZEISS
      LICENSE is payable to M.I.T. if the sublicense is to the Z PATENT RIGHTS, the
      CDT PATENT RIGHTS, or both the Z PATENT RIGHTS and the CDT PATENT
      RIGHTS.

     

    2.8. LICENSEE
      agrees to incorporate terms and conditions substantively similar to Articles
      2,
      5, 8, 9, 10, 12, and 15 of this Agreement into its sublicense agreements, so
      that these Articles shall be binding upon such sublicensees as if they were
      parties to this Agreement.

     

    2.9. LICENSEE
      agrees to forward to M.I.T. a copy of any and all sublicense agreements promptly
      upon execution by the parties.

     

    2.10. LICENSEE
      shall not receive from sublicensees anything of value in lieu of cash payments
      in consideration for any sublicense under this Agreement, without the express
      prior written permission of M.I.T.

     

    2.11. Nothing
      in this Agreement shall be construed to confer any rights upon LICENSEE by
      implication, estoppel or otherwise as to any technology or LICENSED PATENT
      RIGHTS of M.I.T. or any other entity other than the LICENSED PATENT RIGHTS,
      regardless of whether such LICENSED PATENT RIGHTS shall be dominant or
      subordinate to any LICENSED PATENT RIGHTS.

     

    5
      -
      REPORTS AND RECORDS

     

    5.1. Obligations
      related to reports, records and payments relating to NET SALES of LICENSED
      PRODUCTS and LICENSED PROCESSES sold by LICENSEE or related to sublicenses
      for
      the LICENSED PATENT RIGHTS executed by LICENSEE shall be the responsibility
      of
      LICENSEE, including those LICENSED PRODUCTS and LICENSED PROCESSES covered
      by
      the Z PATENT RIGHTS, and including sublicenses to the Z PATENT RIGHTS. LICENSEE
      agrees and acknowledges that the M.I.T./ZEISS LICENSE requires Carl Zeiss,
      Inc.
      to submit to M.I.T. directly reports, records and payments related to NET SALES
      of LICENSED PRODUCTS and LICENSED PROCESSES sold by Carl Zeiss, Inc. or related
      to sublicenses for the LICENSED PATENT RIGHTS executed by Carl Zeiss, Inc.,
      including those LICENSED PRODUCTS and LICENSED PROCESSES covered by the CDT
      PATENT RIGHTS, and including sublicenses to the CDT PATENT RIGHTS.

     

    5.2. LICENSEE
      shall keep full, true and accurate books of account containing all particulars
      that may be necessary for the purpose of showing the amounts payable to M.I.T.
      hereunder. Said books of account shall be kept at LICENSEE’s principal place of
      business or the principal place of business of the appropriate division of
      LICENSEE to which this Agreement relates. Said books and the supporting data
      shall be open at all reasonable times for five (5) years following the end
      of
      the calendar year to which they pertain, to the inspection of M.I.T. or to
      its
      agents reasonably acceptable to LICENSEE for the purpose of verifying LICENSEE’s
      royalty statement or compliance in other respects with this Agreement. Should
      such inspection lead to the discovery of a greater than Ten Percent (10%)
      discrepancy in reporting to M.I.T.’s detriment, LICENSEE agrees to pay the hill
      reasonable cost of such inspection.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    5.3. LICENSEE
      shall deliver to M.I.T. true and accurate reports, giving such particulars
      of
      the business conducted by LICENSEE and its sublicensees under this Agreement
      as
      shall be pertinent to diligence under Article 3 and royalty accounting
      hereunder:

     

    
      	 	
              a.

            	
              before
                the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS,
                annually, on January 31 of each year;
                and

            


    

    
      	 	 	 


      	 	
              b.

            	
              after
                the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS,
                quarterly, within sixty (60) days after March 31, June 30, September
                30
                and December 31, of each year.

            


    

     

    These
      reports shall include at least the following:

     

    
      	 	
              a.

            	
              number
                of LICENSED PRODUCTS manufactured, leased and sold by and/or for
                LICENSEE
                and all sublicensees;

            


    

    
      	 	 	 


      	 	
              b.

            	
              accounting
                for all LICENSED PROCESSES used or sold by and/or for LICENSEE and
                all
                sublicensees;

            


      	 	 	 


    

    
      	 	
              c.

            	
              accounting
                for NET SALES, noting the deductions applicable as provided in Paragraph
                1.14;

            


    

    
      	 	 	 


      	 	
              d.

            	
              RUNNING
                ROYALTIES due under Paragraphs 4.1 (d) and
                (e);

            


      	 	 	 


    

    
      	 	
              e.

            	
              royalties
                due on other payments from sublicensees due under paragraph
                4.1(f);

            


    

    
      	 	 	 


      	 	
              f.

            	
              names
                and addresses of all sublicensees of LICENSEE;
                and

            


      	 	 	 


    

    
      	 	
              g.

            	
              reference
                to the case numbers and patent numbers which cover the actual LICENSED
                PRODUCTS sold, so that M.I.T. may appropriately attribute RUNNING
                ROYALTIES to particular case numbers or patent
                numbers.

            


    

     

    5.4. With
      each
      such report submitted, LICENSEE shall pay to M.I.T. the royalties due and
      payable under this Agreement. If no royalties shall be due, LICENSEE shall
      so
      report.

     

    5.5.
      On
      or before the ninetieth (90th) day following the close of LICENSEE’s fiscal
      year, LICENSEE shall provide M.I.T. with LICENSEE’s certified financial
      statements for the preceding fiscal year including, at a minimum, a balance
      sheet and an income statement.

     

    5.6. The
      amounts due under Articles 4 and 6 shall, if overdue, bear interest until
      payment at a per annum rate Two Percent (2%) above the prime rate in effect
      at
      the Chase Manhattan Bank (N.A.) on the due date. The payment of such interest
      shall not foreclose M.I.T. from exercising any other rights it may have as
      a
      consequence of the lateness of any payment.

     

    8
      -
      PRODUCT LIABILITY

     

    8.1. LICENSEE
      shall at all times during the term of this Agreement and thereafter, indemnify,
      defend and hold M.I.T., MGH, MEEI, their trustees, directors, officers,
      employees and affiliates, harmless against all claims, proceedings, demands
      and
      liabilities of any kind whatsoever, including legal expenses and reasonable
      attorneys’ fees, arising out of the death of or injury to any person or persons
      or out of any damage to property, resulting from the production, manufacture,
      sale, use, lease, consumption or advertisement of the LICENSED PRODUCT(s) and/or
      LICENSED PROCESS(es) or arising from any obligation of LICENSEE
      hereunder.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    8.2. (a) Beginning
      at such time as any LICENSED PRODUCT and/or LICENSED PROCESS is being
      commercially distributed or sold (other than for the purpose of research and
      development and obtaining regulatory approvals) by LICENSEE, its sublicensees
      or
      agents, LICENSEE shall, at its sole cost and expense, procure and maintain
      commercial general liability insurance in amounts not less than Two Million
      Dollars ($2,000,000) per incident and Three Million Dollars ($3,000,000) annual
      aggregate and naming M.I.T., MGH, and the MEEI as additional insured. Such
      commercial general liability insurance shall provide (i) product liability
      coverage and (ii) broad form contractual liability coverage for LICENSEE’s
      indemnification under paragraph 8.1 of this agreement. If LICENSEE elects to
      self-insure all or part of the limits described (including deductibles or
      retention’s which are in excess of Two Hundred Fifty Thousand Dollars ($250,000)
      annual aggregate) such self-insurance program must be acceptable to M.I.T,
      MGH,
      and MEEI, and the Risk Management Foundation. The minimum amounts of insurance
      coverage required under this paragraph 8.2 shall not be construed to create
      a
      limit of LICENSEE’s liability with respect to its indemnification under
      paragraph 8.1 of their Agreement.

     

    (b) LICENSEE
      shall provide M.I.T. with written evidence of such insurance upon request of
      M.I.T. LICENSEE shall provide M.I.T. with written notice at least fifteen (15)
      days prior to cancellation, non-renewal or material change in such insurance;
      if
      LICENSEE does not obtain replacement insurance providing comparable coverage
      prior to the expiration of such fifteen (15) day period, M.I.T. shall have
      the
      right to terminate this Agreement effective at the end of such fifteen (15)
      day
      period without notice or any additional waiting periods.

     

    (c) LICENSEE
      shall maintain such commercial general liability insurance beyond the expiration
      or termination of this Agreement during (i) the period that any LICENSED PRODUCT
      and/or LICENSED PROCESS is being commercially distributed or sold (other than
      for the purpose of research and development and obtaining regulatory approvals)
      by LICENSEE or by sublicensee or agent of LICENSEE and (ii) a reasonable period
      after the period referred to in (c) (i) above which in no event shall be less
      than fifteen (15) years.

     

    
      	 	
              (d)

            	
              This
                paragraph 8.2 shall survive expiration of termination of this
                Agreement.

            


    

     

    8.3. EXCEPT
      AS
      OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T., MGH, or MEEI, THEIR
      TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS
      AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
      BUT
      NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      VALIDITY OF LICENSED PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE
      OF
      LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT
      SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T., MGH,
      or
      MEEI, THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL
      NOT
      INFRINGE THE LICENSED PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL
      M.I.T., MGH, or MEEI, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND
      AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
      INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS
      OF
      WHETHER M.I.T., MGH, or MEEI, SHALL BE ADVISED, SHALL HAVE OTHER REASON TO
      KNOW,
      OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    9
      -
      EXPORT CONTROLS

     

    LICENSEE
      acknowledges that it is subject to United States laws and regulations
      controlling the export of technical data, computer software, laboratory
      prototypes and other commodities (including the Arms Export Control Act, as
      amended and the United States Department of Commerce Export Administration
      Regulations). The transfer of such items may require a license from the
      cognizant agency of the United States Government and/or written assurances
      by
      LICENSEE that LICENSEE shall not export data or commodities to certain foreign
      countries without prior approval of such agency. M.I.T. neither represents
      that
      a license shall not be required nor that, if required, it shall be
      issued.

     

    10
      -
      NON-USE OF NAMES

     

    LICENSEE
      shall not use the names or trademarks of the Massachusetts Institute of
      Technology, M.I.T. Lincoln Laboratory, Massachusetts General Hospital, or the
      Massachusetts eye and Ear Infirmary, nor any adaptation thereof, nor the names
      of any of their employees, in any advertising, promotional or sales literature
      without prior written consent obtained from M.I.T., M.I.T. Lincoln Laboratory,
      Massachusetts General Hospital, or the Massachusetts Eye and Ear Infirmary,
      or
      said employee, in each case, except that LICENSEE may state that it is licensed
      by M.I.T., the Massachusetts General Hospital, and the Massachusetts Eye and
      Ear
      Infirmary under one or more of the patents and/or applications comprising the
      LICENSED PATENT RIGHTS.

     

    12
      -
      DISPUTE RESOLUTION

     

    12.1. Except
      for the right of either party to apply to a court of competent jurisdiction
      for
      a temporary restraining order, a preliminary injunction, or other equitable
      relief to preserve the status quo or prevent irreparable harm, any and all
      claims, disputes or controversies arising under, out of, or in connection with
      the Agreement, including any dispute relating to patent validity or
      infringement, which the parties shall be unable to resolve within sixty (60)
      days shall be mediated in good faith. The party raising such dispute shall
      promptly advise the other party of such claim, dispute or controversy in a
      writing which describes in reasonable detail the nature of such dispute. By
      not
      later than five (5) business days after the recipient has received such notice
      of dispute, each party shall have selected for itself a representative who
      shall
      have the authority to bind such party, and shall additionally have advised
      the
      other party in writing of the name and title of such representative. By not
      later than ten (10) business days after the date of such notice of dispute,
      the
      party against whom the dispute shall be raised shall select a mediation firm
      in
      the Boston area and such representatives shall schedule a date with such firm
      for a mediation hearing. The parties shall enter into good faith mediation
      and
      shall share the costs equally. If the representatives of the parties have not
      been able to resolve the dispute within fifteen (15) business days after such
      mediation hearing, then any and all claims, disputes or controversies
      arising under, out of, or in connection with this Agreement, including any
      dispute relating to patent validity or infringement, shall be resolved by final
      and binding arbitration in Boston, Massachusetts by mutually agreed upon
      alternative dispute resolution mechanisms, or, if unable to agree upon such
      mechanisms, under the rules of the American Arbitration Association, or the
      Patent Arbitration Rules if applicable, then obtaining. The arbitrators shall
      have no power to add to, subtract from or modify any of the terms or conditions
      of this Agreement, nor to award punitive damages. Any award rendered in such
      arbitration may be enforced by either party in either the courts of the
      Commonwealth of Massachusetts or in the United States District Court for the
      District of Massachusetts, to whose jurisdiction for such purposes M.I.T. and
      LICENSEE each hereby irrevocably consents and submits.


    
      
         

      

      
        35

        
          

        

      

       

    


    12.2. Notwithstanding
      the foregoing, nothing in this Article shall be construed to waive any rights
      or
      timely performance of any obligations existing under this
      Agreement.

     

    13
      -
      TERMINATION

     

    13.1. If
      LICENSEE shall cease to carry on its business, this Agreement shall terminate
      upon notice by M.I.T.

     

    13.2. Should
      LICENSEE fail to make any payment whatsoever due and payable to M.I.T.
      hereunder, M.I.T. shall have the right to terminate this agreement effective
      on
      thirty (30) days’ notice, unless LICENSEE shall make all such payments to M.I.T.
      within said thirty (30) day period. Upon the expiration of the thirty (30)
      day
      period, if LICENSEE shall not have made all such payments to M.I.T., the rights,
      privileges and license granted hereunder shall automatically
      terminate.

     

    13.3. Upon
      any
      material breach or default of this Agreement by LICENSEE (including, but not
      limited to, breach or default under Paragraph 3.3), other than those occurrences
      set out in Paragraphs 13.1 and 13.2 hereinabove, which shall always take
      precedence in that order over any material breach or default referred to in
      this
      Paragraph 13.3, M.I.T. shall have the right to terminate this Agreement and
      the
      rights, privileges and license granted hereunder effective on ninety (90) days’
notice to LICENSEE. Such termination shall become automatically effective unless
      LICENSEE shall have cured any such material breach or default prior to the
      expiration of the ninety (90) day period.

     

    13.4. LICENSEE
      shall have the right to terminate this Agreement at any time on six (6) months’
notice to M.I.T., and upon payment of all amounts due M.I.T. through the
      effective date of the termination.

     

    13.5. Upon
      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; and Articles 1, 8, 9, 10, 12, 13.5, 13.6, and 15
      shall
      survive any such termination. LICENSEE and any sublicensee thereof 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 make the payments
      to
      M.I.T. as required by Article 4 of this Agreement and shall submit the reports
      required by Article 5 hereof.

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    13.6. Upon
      termination of this Agreement for any reason, any sublicensee not then in
      default shall have the right to seek a license from M.I.T. M.I.T. agrees to
      negotiate such licenses in good faith under reasonable terms and
      conditions.

     

    13.7. Upon
      LICENSEE’S request during the term of this Agreement, M.I.T. agrees to provide,
      on a timely basis, a letter to an existing or potential sublicensee specifically
      named by LICENSEE stating that, in the event of termination of this Agreement,
      M.I.T. will grant a license to sublicensee under terms and conditions to be
      no
      less favorable as a whole than those granted to sublicensee by LICENSEE,
      provided that sublicensee is not in default of its sublicense agreement with
      LICENSEE at the time such license is to be granted by M.I.T. and provided that
      M.I.T. shall not assume any obligation of LICENSEE to sublicensee pursuant
      to
      any representation, warranty or indemnification provision. LICENSEE’s right to
      request and sublicensee’s right to acquire such letter are specifically
      conditioned on M.I.T.’s review of the final, executed sublicense agreement
      between sublicensee and LICENSEE and on M.I.T.’s reasonable conclusion, at its
      sole discretion, that M.I.T.’s grant of such a sublicense is reasonable and in
      the best interests of the commercialization of the Patent Rights.

     

    15
      -
      MISCELLANEOUS PROVISIONS

     

    15.1. All
      disputes arising out of or related to this Agreement, or the performance,
      enforcement, breach or termination hereof, and any remedies relating thereto,
      shall be construed, governed, interpreted and applied in accordance with the
      laws of the Commonwealth of Massachusetts, U.S.A., except that questions
      affecting the construction and effect of any patent shall be determined by
      the
      law of the country in which the patent shall have been granted.

     

    15.2. The
      parties hereto acknowledge that this Agreement and the Agreements described
      in
      paragraph 4.1 (b) sets forth the entire Agreement and understanding of the
      parties hereto as to the subject matter hereof, and shall not be subject to
      any
      change or modification except by the execution of a written instrument signed
      by
      the parties.

     

    15.3. The
      provisions of this Agreement are severable, and in the event that any provisions
      of this Agreement shall be determined to be invalid or unenforceable under
      any
      controlling body of the law, such invalidity or unenforceability shall not
      in
      any way affect the validity or enforceability of the remaining provisions
      hereof

     

    15.4. 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 in such a manner as to conform with
      the
      patent laws and practice of the country of manufacture or sale.

     

    15.5. The
      failure of either party to assert a right hereunder or to insist upon compliance
      with any term or condition of this Agreement shall not constitute a waiver
      of
      that right or excuse a similar subsequent failure to perform any such term
      or
      condition by the other party.

     

    15.6. Underlined
      headings are for convenience only, and do not constitute terms of this
      License.

     

    
      
         

      

      
        37

        
          

        

      

       

    


    Appendix
      D

     

    Thursday
      August 8, 9:20 am Eastern Time

     

    Company
      Press Release

     

    LightLab
      Imaging and Lantis Laser sign Optical Coherence Tomography Licensing
      Agreement

     

    Westford,
      Mass., Aug. 8, 2001 - LightLab Imaging, LLC and Lantis Laser, Inc., today
      announced a licensing agreement related to the use of Optical Coherence
      Tomography (OCT) in the field of dentistry. Under the terms of the agreement,
      Lantis Laser gains license to LightLab Imaging’s intellectual property portfolio
      related to Optical Coherence Tomography in the field of dentistry for the life
      of the agreement. In exchange for these licenses, LightLab Imaging will receive
      compensation of an undisclosed amount.

     

    “We
      are
      pleased to have reached this agreement with LightLab Imaging,” said Stanley
      Baron, CEO of Lantis Laser. “This agreement provides Lantis Laser with access to
      a technology that will be an important part of the dental office of the future.
      Optical Coherence Tomography will provide dentists with an unprecedented level
      of image resolution to assist in the evaluation of periodontal disease, dental
      restorations and in the detection of caries. OCT is one example of the
      innovative technologies Lantis Laser is committed to bringing to dentists world
      wide.”

     

    Paul
      Magnin, Ph.D.,
      President and CEO of LightLab Imaging, stated, “This agreement both acknowledges
      the strength of our enabling intellectual property and expands the breadth
      of
      clinical applications for Optical Coherence Tomography. Dentistry represents
      the
      third significant application area into which LightLab proprietary technology
      has been licensed, moving us one step closer to our larger vision of
      establishing OCT as the sixth major imaging modality.”

     

    LightLab
      Imaging’s technology is based on Optical Coherence Tomography (OCT), a novel
      imaging modality utilizing broad bandwidth light sources and advanced fiber
      optics to achieve image resolution in the range of 10-12 micron. Optical
      Coherence Tomography and LightLab Imaging’s fundamental technology was developed
      from research at the Massachusetts Institute of Technology and Massachusetts
      General Hospital.

     

    LightLab
      Imaging, LLC, based in Westford, Mass., is a privately held firm, specializing
      in the development and commercialization of Optical Coherence Tomography for
      medical and biological applications. For additional information regarding
      LightLab Imaging, please refer to the company’s web site at http://www.lightlabimaging.com.

     

    
      
         

      

      
        38

        
          

        

      

       

    


    An
      innovator in the dental industry, Lantis Laser is a pre-IPO stage medical device
      company developing the first laser light based early detection imaging system
      for teeth and gums to take advantage of the new non-invasive treatment
      modalities including laser treatment. For more information on Lantis Laser’s
      products and service access the company’s website at http://www.lantislaser.com.

     

    
      
         

      

      
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