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.

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.

3.2 Reserved Rights [if exclusive license]. LICENSEE hereby grants LICENSOR 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.

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 Initial 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 Annual 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:

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.

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 Method 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 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.

10. Notice

10.1 All notices and payments relating to this Agreement shall be by first class mail or courier addressed as follows:

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.

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 Trade names

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.

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.