This License Agreement (this “Agreement”) is made as of November 15, 1999, by and between Dr. Francesco DiVirgilio
and Dr. Carlo Foresta (the “Inventors”) and Duska Scientific Co., a Delaware corporation (“Duska”), with its principal offices at
24 Dartmouth Lane, Haverford, PA 19041-1020.
A. Inventors are the sole owners of certain intellectual property developed by them relating to uses of adenosine 5’-
triphosphate (ATP) in enhancing human sperm motility and fertilizing ability and in evaluating the fertilization potential of such
sperm, as described more fully in Attachment 1 to this Agreement.
B. Inventors are the sole owners of the United States letters patent listed in Attachment 1 to this Agreement and any
related United States patent applications or foreign counterparts relating to the intellectual property developed by the Inventors
as described above (all such patents, patent applications and intellectual property being hereinafter referred to as the
C. Duska is a start-up company that desires to obtain the worldwide, exclusive right and license to use, market and exploit
D. The Inventors and Duska entered into a preliminary Agreement, dated May 7, 1999, pursuant to which Duska received a
worldwide, exclusive license to the Invention (the “Preliminary Agreement”), and the Inventors and Duska desire to enter into
this Agreement as the definitive agreement covering the license of the Invention to Duska.
NOW, THEREFORE, in consideration of the promises and covenants contained in this Agreement and intending to be
legally bound, the parties agree as follows:
1.1 License Grant . The Inventors hereby grant to Duska for the term of this Agreement an exclusive, worldwide license
(the “License”) to the Invention and any related intellectual property owned by them in the area of adenosine or ATP for use in
infertility, including without limit