This Agreement is entered into as of August 2, 2000 between Licensor AMBI Inc., a New York corporation
("AMBI"), and Licensee Biosynexus Incorporated, a Delaware corporation ("BIO") (collectively the "parties").
WHEREAS, AMBI has developed, and has maintained as confidential, certain valuable PROPRIETARY
INFORMATION, hereinafter defined, with respect to the manufacture, use, and sale of LYSOSTAPHIN
PREPARATIONS, hereinafter defined, and LICENSED PRODUCTS, hereinafter defined; and
WHEREAS, BIO desires the right to use PROPRIETARY INFORMATION in (i) the manufacture of
LYSOSTAPHIN PREPARATIONS for use in LICENSED PRODUCTS and for sale to AMBI, and (ii) the
manufacture, use, and sale of the LICENSED PRODUCTS; and
WHEREAS, AMBI has obtained, or may obtain, patents encompassed by the PATENTED TECHNOLOGY,
hereinafter defined, for certain inventions relating to the manufacture, use, and sale of LYSOSTAPHIN
PREPARATIONS and the LICENSED PRODUCTS; and
WHEREAS, BIO desires the right to use the inventions claimed in PATENTED TECHNOLOGY in the
manufacture, use, and sale of LYSOSTAPHIN PREPARATIONS and the LICENSED PRODUCTS.
NOW THEREFORE, for good and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1 CERTAIN DEFINITIONS
1.1 "AFFILIATE" shall mean any corporation or other business entity which directly or indirectly controls, is
controlled by, or is under common control with a party. Control means ownership or other beneficial interest in
50% or more of the voting stock or other voting interest of a corporation or other business entity.
1.2 "EXCLUDED PRODUCTS" shall mean all products comprising, incorporating, or relating to
LYSOSTAPHIN PREPARATIONS for the fields of application that are described by the general classifications
listed in Exhibit A-2 attached hereto.
1.3 "LICENSED PRODUCTS" shall mean the AMBI products listed in Exhibit A-1 attached hereto.
1.4 "NET SALES" means BIO