PATENT LICENSE AGREEMENT

This Agreement (hereinafter “Agreement”) is entered into as of the date of complete execution
(the “Effective Date”) by and between _________________, having its principal office at
________________________, (hereinafter “LICENSOR”), and ______________, having its
principal office _______________________, (hereinafter “LICENSEE”), hereinafter collectively
referred to as the “Parties.”

WITNESSETH:

WHEREAS, LICENSOR is the owner of certain United States Patents related to

____________________ (defined herein as the Licensed Patents); and

WHEREAS, LICENSEE is a ___________________ focused on ______________________;

WHEREAS, LICENSEE is desirous of obtaining from LICENSOR, and LICENSOR

is willing to grant to LICENSEE, upon terms and conditions hereinafter set forth, a license
to manufacture, use, sell and practice the methods described in the Licensed Technology
(defined herein) encompassed by the Licensed Patents owned by LICENSOR.

NOW, THEREFORE, the Parties hereto agree as follows:

1. 
Definitions. In addition to terms defined elsewhere in this Agreement, the following
terms shall be defined as follows:
1.1 “Territory” means the world.
1.2 “Licensed Patents” shall mean US Patent Nos. ____________ issued ____________
and ____________ issued ____________.
1.3 “Licensed Technology” shall mean a product and/or the practice of the methods
described within the scope of one or more valid claims of one or more Licensed
Patents.
1.4 “Affiliate” shall mean a corporation, company, or other entity where more than 49%
of whose outstanding securities representing the right, other than as affected by
events of default, to vote for the election of directors or other governing authorities,
are now or hereafter owned or controlled, directly or indirectly, by LICENSEE
or LICENSOR, but such corporation, company or other entity shall be deemed
to be an Affiliate only so long as such ownership or control exists.
1.5 “LICENSOR Improvements” means any modification, change or alteration to
the Licensed Technology which could not reasonably be practiced without
incorporating or using the Licensed Patents and which increases the usefulness,
quality or efficiency of products manufactured using the Licensed Patents without
materially altering the character thereof.
1.6 “LICENSEE Improvements” means any modification, change or alteration to the
Licensed Technology which could not reasonably be practiced without incorporating
or using the Licensed Patents and which increases the usefulness, quality or
efficiency of products manufactured using the Licensed Patents without materially
altering the character thereof.
 PATENT LICENSE AGREEMENT, continued

1.7 “Net Selling Price” means the fair market value based on an arms length transaction
of the net value of the products or services using the products or methods
encompassed by the Licensed Patents. In the case of the sale of products, the
Net Selling Price shall be the invoiced price to the customers of LICENSEE.

2. Representations & Warranties

2.1 LICENSOR warrants that it owns U. S. Patent Nos. _____________ and has
the right to grant such licenses as in this Agreement. The representations and
warranties in this section 2 shall survive the signing of this document for the term
of the Agreement.
2.2 Each Party warrants that it has the right to enter into this Agreement and that its
performance will not violate any agreement between it and any third party.

3. License Grants
3.1 
Principal Grant. LICENSOR hereby grants and agrees to grant to LICENSEE
and its Affiliates, an [exclusive/non-exclusive] right to produce the product
and practice the methods under the U. S. Patent Nos. ___________ to make,
have made, use, offer to sell, sell and import the Licensed Technology throughout
the Territory for the Term of this Agreement. This grant shall be binding upon
LICENSOR, its Affiliates, successors and assignees. LICENSEE does not have
the right to sublicense the Licensed Patents unless LICENSEE obtains the prior
written approval of LICENSOR on terms to be negotiated in good faith by the
parties at that time.
Reserved Rights [if exclusive license]. LICENSEE hereby grants LICENSOR
3.2 
a non-exclusive, fully paid, right and license to use and have made the Licensed
Patents and Licensed Technology for the limited purpose of performing research and
development. In addition, LICENSOR and its Affiliates reserve a non-exclusive fully
paid right to produce the products and practice the methods under the Licensed
Patents to make, have made, use, and import the Licensed Technology limited to
LICENSOR clinical use only.
3.3 
Rights to Improvements. LICENSEE will receive an option to LICENSOR
Improvements at terms to be negotiated later in good faith between the Parties.
LICENSOR will receive a license to all of the LICENSEE Improvements.

4. Technical Assistance
4.1 When requested by LICENSEE, LICENSOR may make available technical staff
personnel to LICENSEE, including where appropriate visits to LICENSEE’s
facilities in order to give advice and guidance to the extent which both parties
agree. Such visits will be arranged on a mutual convenience basis.
4.2 LICENSEE shall bear all expenses related to round trip business class traveling
expenses, communication expenses related to the visits for technical assistance,
and living expenses. In addition to such expenses, LICENSEE shall reimburse
LICENSOR a fee for each technical staff person at the reasonable and ordinary
consulting rate.
 PATENT LICENSE AGREEMENT, continued

5. Terms and Payments

5.1 
Term. The term of the Agreement is for the life of the Licensed Patents from the
Effective Date of this Agreement.
5.2 I nitial Payment. LICENSEE will pay LICENSOR an initial payment of
_______________ dollars ($_________) upon the Effective Date. This Initial
Payment shall not be applicable to the Minimum Royalty Payments set forth by
section 5.6.
5.3 A
 nnual License Fee. LICENSEE shall thereafter pay to LICENSOR an annual
license fee of _______________ dollars ($_________) due at the beginning of each
calendar year. This Annual License Fee shall not be applicable to the Minimum Royalty
Payments set forth by section 5.5.
5.4 
Running Royalties. LICENSEE will pay a royalty of _______ percent (__%) of
the Net Selling Price to LICENSOR (the “Royalty”). In the event that net sales
for any calendar year exceed _______________ dollars ($_________), additional
royalties incurred in such calendar year will be reduced to _______ percent
(__%) of the Net Selling Price. In the event that net sales for any calendar year
exceed _______________ dollars ($_________), additional royalties incurred in
such calendar year will be reduced to _______ percent (__%) of the Net Selling
Price.
5.5 
Performance Requirements and Minimum Annual Royalty Payments. In order
to maintain the exclusive license rights granted LICENSEE in this Agreement,
LICENSEE’s Minimum Annual Royalty Payments of the Running Royalties to
LICENSOR made by the end of each named year (the “Minimum Annual Royalty
Payments”) shall match or exceed the following:

Calendar Year Minimum Annual Royalty

$
$
$

$
___ and thereafter $

LICENSEE will have the option of paying these amounts by the end of the
applicable calendar year period if annual sales do not create the required level
of Running Royalty payment. [(if exclusive)If the Minimum Annual Royalty
amounts are not reached, the license will become non-exclusive
thereafter for the term of this Agreement, but otherwise all other rights
granted to LICENSEE will remain as set forth by this Agreement.]
However, if LICENSEE does not achieve commercialization of the technology
by generating at least __________ dollars ($________) of Running Royalties by
the end of calendar year ________ based on actual sales, LICENSOR may, at
its option, terminate the license.
 PATENT LICENSE AGREEMENT, continued

5.6 
Report and Payment. LICENSEE shall provide LICENSOR with a written report
as necessary for calculation of the Running Royalties under Section 5.4 of the
number of Licensed Technology made, had made, used, imported, offered for
sale or sold within the Territory by LICENSEE for each quarterly period ending
the last day of March, June, September, and December and make each payment
for Licensed Technology on the sixtieth (60th) day from the commencement of
each new quarterly period.
5.7 M
 ethod of Payment. Payment of the initial payment, license fees, benchmark
payments and all royalty payments shall be made by check payable to
_______________ on or before the due date.
5.8 
Interest on Past Due Payments. Any amount paid after the due date for such
payment shall be subject to an interest charge of ________ (__%) above the
prevailing prime interest rate.

6. Records and Adjustments

6.1 LICENSEE shall keep full, clear, and accurate records with respect to the Licensed
Technology. LICENSOR shall have the right through certified public accountants
of its choice to make an examination, during normal business hours, of all records
and accounts bearing upon the amount of Running Royalty payable to it hereunder.
Prompt adjustment shall be made to compensate LICENSOR for any errors or
omissions disclosed by such examination. The cost of a LICENSOR chosen
certified public accountant that conducts such examination shall be borne by
LICENSOR. If the audit deficiency is greater than five percent (5%) of the amount
owed by LICENSEE, then LICENSEE will pay for the audit.

7. Termination
7.1 In the event of a noncompliance with any material term or condition (hereinafter
“breach”) of this Agreement by either Party, the other Party in addition to any
other remedies it may have, may terminate this Agreement by a written notice
to the breaching Party specifying such breach. Neither Party shall be held to
have committed a breach of this Agreement in the event of its inability to carry
out, observe and comply with any of the provisions or conditions hereof insofar
and for so long as such inability arises out of or is caused by war, Act of God,
statutes or other requirements of duly constituted legislative bodies, strikes,
lock-outs, or disturbances of a national character. This Agreement shall terminate
automatically sixty (60) days after the Effective Date of the notice pursuant to
Section 14, unless the breaching Party cures the breach within such sixty (60)
day period.
7.2 Any termination by a Party shall not affect the rights and obligations of either
Party which accrued before the Effective Date of the termination and does not
affect any obligations of confidentiality covered by this Agreement.

8. Indemnity and No Warranty

8.1 ANY INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY OR
OTHER PROPERTY OR RIGHTS GRANTED OR PROVIDED BY LICENSOR
PURSUANT TO THIS AGREEMENT (HEREINAFTER THE “DELIVERABLES”)
ARE ON AN “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES OF ANY
 PATENT LICENSE AGREEMENT, continued

KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING,

BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR
PURPOSE, MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED
FROM DELIVERABLES, INCLUDING BUT NOT LIMITED TO, ANY USE OF ANY
INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT, NOR
SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR
INABILITY TO USE SAID INTELLECTUAL PROPERTY OR ANY APPLICATIONS
AND DERIVATIONS THEREOF. LICENSOR DOES NOT MAKE ANY WARRANTY
OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR
COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DOES
NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF THE
DELIVERABLES OR RIGHTS GRANTED OR PROVIDED BY IT HEREUNDER.
LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF
OF LICENSOR, EXPRESSED OR IMPLIED, TO ANY PERSON CONCERNING
THE APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE
DELIVERABLES UNDER THIS AGREEMENT.
8.2 LICENSEE shall indemnify, defend and hold harmless LICENSOR and each of
its employees, officers, directors and agents (collectively “LICENSOR”) from
and against any and all claims, causes of action, lawsuits, or other proceeding
(the “Claims”) filed or otherwise instituted against LICENSOR, and all costs
and expenses related thereto (including reasonable attorney’s fees), which
LICENSOR may incur, suffer, or be required to pay resulting from, arising out of,
or in connection with (i) the breach by LICENSEE of any covenant, representation
or warranty contained in this Agreement, (ii) the design, process, manufacture,
sale or use of Licensed Technology by a third party which results in the injury,
sickness, disease, death, or other loss suffered by such third party, or (iii) any
negligent or more culpable act or omission of LICENSEE, its directors, officers,
employees, agents or Affiliates.
THE PARTIES EXPRESSLY AGREE THAT THE FOREGOING INDEMNITY
SHALL APPLY TO MEDICAL MALPRACTICE, PRODUCT LIABILITY AND
OTHER CLAIMS NOTWITHSTANDING THE NEGLIGENCE OF LICENSOR,
WHETHER SUCH CLAIMS ARE BASED ON DOCTRINES OF STRICT
LIABILITY, NEGLIGENCE OR OTHERWISE.

9. Assignment
9.1 This Agreement shall inure to the benefit of and be binding upon the Parties
hereto, their successors and assigns, and neither the rights, nor the duties
of the Parties hereunder may be assigned in whole or in part by either Party
without the prior written consent of the other Party.
 PATENT LICENSE AGREEMENT, continued

10. Notice
10.1 All notices and payments relating to this Agreement shall be by first class mail
or courier addressed as follows:
If to LICENSOR: If to LICENSEE:
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
Attn: _____________________ Attn: _____________________

or any other addresses of which either Party shall notify the other Party in writing.
Any notice provided for in this Agreement shall be deemed effective on the date
of actual receipt by a Party.

11. Governing Law

11.1  This Agreement shall be governed by and construed and interpreted in
accordance with the State of Michigan.
11.2  In case of disputes arising from execution of or in connection with this Agreement,
the Parties shall try to settle these disputes through friendly consultation.
11.3  If no settlement can be reached within ninety (90) days, the disputes shall be
finally settled by arbitration according to the provisions of the American Arbitration
Association in Detroit, Michigan.
11.4  Three arbitrators will conduct the arbitration, one of whom is to be appointed
by LICENSOR, another by LICENSEE and the third, who is to act as chairman,
jointly by the two first-mentioned arbitrators. If they are unable to agree
on the identity of the third arbitrator, this person will be appointed by the
American Arbitration Association. The American Arbitration Association shall
complete the arbitration process and issue a final decision six (6) months
after commencement of the arbitration proceedings.

12. Entire Agreement

12.1  This Agreement constitutes the entire understanding and agreement relating
to the subject matter hereof. All previous negotiations, discussions and written
or oral agreements are incorporated.

13. Modification of Agreement

13.1  This Agreement may not be modified or amended except by writing duly signed
by the authorized representatives of both Parties.
 PATENT LICENSE AGREEMENT, continued

14. Severability
14.1  In the event that one or more of the provisions contained in this Agreement
shall be invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be effected or impaired thereby. In such event, such provision, or provisions
shall be validly reformed to as nearly approximate the intent of the Parties as
possible and, if unreformable, shall be severed and deleted from this Agreement.

15. No Waiver
15.1  No failure or delay on the part of either Party in exercising any right, power or
remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right, power or remedy hereunder or provided by
law.

16. Licensed Patents, Trademarks, and Tradenames

16.1  Neither Party to this Agreement grants to the other Party any rights in any Licensed
Patents, trademarks or trade names of such Party other than those rights specifically
set out in this Agreement unless otherwise mutually agreed to in writing at a later
date.
16.2   [(if exclusive)LICENSEE shall pay all applicable Licensed Patents
maintenance fees during the term of this Agreement and will notify
LICENSOR of the payment pursuant to Section 9.0.]
16.3   [(if exclusive) LICENSEE shall have the right to defend the Licensed
Patents and to prosecute, in its own discretion, infringement of the
Licensed Patents and retain any settlements or awards granted.
LICENSEE shall advise LICENSOR prior to any actions being taken
by LICENSEE to defend or prosecute infringement of the Licensed
Patents. LICENSOR shall advise LICENSEE within a reasonable period
of time of any evidence of infringement of the Licensed Patents coming
to its attention.]

17. Headings
17.1  The captions in this Agreement are for convenience only and shall not be
considered a part of or affect the construction or interpretation of any provision
hereof.

18. Relationship of the Parties

18.1  Nothing in this Agreement shall be construed as making either Party the partner,
joint venturer, agent, employer, or employee of the other Party. Neither Party shall
have the authority to make any statements, representations, or commitments of
any kind, or to take any action which shall be binding on the other, except as
provided for herein or authorized in writing by the Party to be bound.
 PATENT LICENSE AGREEMENT, continued

19. Authority and Enforceability

19.1  The signature of either Party’s representative constitutes an express representation
that said representative has the authority to bind that Party to the terms of
this Agreement and that the Agreement is a binding obligation of that Party,
enforceable according to its terms.

IN WITNESS WHEREOF, LICENSOR and LICENSEE have signed and executed this
Agreement on the Effective Date by their authorized representatives, in duplicate.

LICENSOR LICENSEE

By: __________________________________ By: __________________________________

Printed Name: _________________________ Printed Name: _________________________

Title: ________________________________ Title: ________________________________

Date: ________________________________ Date: ________________________________