Athena Environmental Sciences, Inc.

NON-COMMERCIAL USE LICENSE AGREEMENT

The ACES™ Signal Sequence Selection and YebF Protein Export Systems are based on discoveries made by scientists at the University of Alberta and Athena Environmental Sciences, Inc. (AthenaES) and are covered by U.S. and International Patents and Patent Applications. This includes US S/N 11/203,168, US 6,022,952 and US 6,335,178 and all related international filings. AthenaES holds the exclusive license to the YebF technology, a non-exclusive license to Tat protein secretion pathway and retains ownership of the vectors and reagents of the ACES™ expression kits.

Read the Agreement below carefully before purchasing or using the ACES™ Expression Systems and complete the Registered User form. The agreement grants to Registered Users of academic or not-for-profit laboratories a nonexclusive, nontransferable Non-Commercial Use License for research purposes only, within its research facilities, to use but not to sell the plasmids and reagents of the ACES™ family of products. Should the Licensee conduct research sponsored by or in collaboration with a commercial entity, all rights granted under this Agreement shall terminate and the Licensee and/or the commercial entity shall be required to enter a commercial use agreement to be negotiated in good faith by the parities. Additionally, Licensee is required to inform the commercial entity of their use of the proprietary materials.

To become a Registered User, click on the “I Accept” button and complete the form on the subsequent page. By doing so you, the Registered User, agree to the terms and conditions of this License Agreement. If you do not agree to all of the terms and conditions of this Agreement, click the “Decline” or “I Do Not Accept” button. YOU AGREE THAT YOUR PURCHASE AND USE OF THE MATERIALS ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

This Agreement is entered into between Athena Environmental Sciences, Inc. (“AES”) a corporation of Maryland, having an address at 1450 South Rolling Road, Baltimore, Maryland 21227, U.S.A. and the Registered User (“Licensee”) being an employee or officer of an academic institution or non-profit laboratory. The Agreement authorizes the Registered User to use the Material specified in Section 1 below according to the terms and conditions set forth below. By purchasing the Materials the Licensee agrees to the terms and conditions of this Agreement.

Definitions:
1. “Licensed Patent Rights” means the right to use the subject technologies of the following U.S. patent and patent application(s) (including provisional patent application(s)) or patents and all foreign counterparts as they are associated with the licensed use of any AthenaES™ Complete Expression System: US S/N 11/203,168, US 6,022,952 and US 6,335,178.
2. “Materials” means ACES™ Expression plasmids including but not limited to pAES25, pAES30, 31, 32, 33, 34 and 35, and pAES40 including all progeny, subclones, or unmodified derivatives thereof.
3. “Licensed Products” means any AthenaES Complete Expression System kit or component, and Materials made by Licensee within the scope of the Licensed Patent Rights.
4. “Licensed Field of Use” means expression and production of recombinant proteins using the Licensed Products.
Licensee desires to obtain a license to the Materials and the Licensed Products and any component of the Licensed Patent Rights for research purposes only.
Licensee intends to conduct laboratory experiments under this Agreement using the Licensed Patent Rights, Materials or Licensed Products in the Licensed Field of Use for research purposes only.
AES hereby grants to Licensee a nonexclusive, nontransferable license for research purposes only, within its research facilities, to use but not to sell the Materials or the Licensed Products and products and processes encompassed within the scope of a claim in the Licensed Patent Rights. Should the Licensee conduct research sponsored by or in collaboration with a commercial entity, all rights granted under this Agreement shall terminate and the Licensee and/or the commercial entity shall be required to enter a commercial use agreement to be negotiated in good faith by the parities. Additionally, Licensee is required to inform the commercial entity of their use of the proprietary Materials, Licensed Products, and Licensed Patent Rights described in this Agreement.
Licensee acknowledges that this Agreement does not permit Licensee to modify or alter in any way the subject Materials, or Licensed Products other than inserting genes of interest for the sole purpose of expressing a protein of interest encoded by the genes.
Licensee agrees to retain control over the Materials and the Licensed Products, and not to distribute or disclose them to third parties without the prior written consent of AES.
In exchange for nominal consideration and the agreed upon purchase price for the Materials, Licensed Patent Rights, and Licensed Products, AES agrees to the grant of rights set forth in Paragraph 5.
This Agreement shall become effective when the last party to sign has executed this Agreement. Use of the Materials, Licensed Patent Rights, or Licensed Products will effectuate this Agreement. The Agreement shall expire twelve (12) months from its effective date or upon written communication of the Licensee’s intent to use the Materials, Licensed Products, or Licensed Patent Rights for a purpose other than research. The Agreement shall be renewable for an additional term at Licensee’s option. Upon termination or expiration of this Agreement, Licensee shall immediately return all Materials and Licensed Products to AES or provide AES with written certification of their destruction, unless Licensee has executed another license for the Materials, Licensed Products, or Licensed Patent Rights.
Licensee acknowledges that third parties also may be evaluating the Licensed Patent Rights, the Licensed Products, or the Materials for a variety of purposes. Should Licensee apply for a commercial use license for any particular field of use, such license will be negotiated in good faith at that time.
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
1. Immediate Right of Termination. AES shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event that Licensee files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues or dissolves its business or if a receiver is appointed for Licensee or for Licensee 's business and such receiver is not discharged within ten (10) days;
2. Right to Terminate Upon Notice. AES may terminate this Agreement upon 30 days' written notice to the Licensee in the event of a breach of any provision of this Agreement by the Licensee, provided that, during the 30-day period, the Licensee fails to cure such breach.
AES agrees, to the extent permitted by law, to treat in confidence for a period of three (3) years from the date of disclosure, any of Licensee's written information about the Licensed Patent Rights, the Licensed Products, or the Materials that is stamped “CONFIDENTIAL” except for information that was previously known to AES, that is or becomes publicly available, or that is disclosed to AES by a third party without an obligation of confidentiality.
Licensee agrees to submit in confidence a final report to AES within thirty (30) days of termination or expiration of this Agreement outlining in general the results of its research using the Licensed Patent Rights, the Licensed Products, or the Materials provided by this Agreement. Licensee shall submit the report to AES at the Mailing Address for Agreement notices indicated in Paragraph 21.
No warranties, express or implied, are offered as to the fitness for any purpose of the materials or the licensed products provided to licensee under this agreement, or that the licensed patent rights may be exploited without infringing other patent rights. Licensee accepts license rights to the Licensed Patent Rights, the Licensed Products, and the Materials “as is”, and AES does not offer any guarantee of any kind.
Licensee acknowledges AES reserves the right to audit Licensee’s use of the Licensed Patent Rights, Licensed Products, and Materials.
Licensee agrees in its use of any Materials or the Licensed Products to comply with all applicable statutes, regulations, and guidelines.
This Agreement shall be construed in accordance with the laws of the State of Maryland, as interpreted and applied by the State of Maryland. Licensee agrees to be subject to the jurisdiction of the State of Maryland.
This Agreement constitutes the entire understanding of AES and Licensee and supersedes all prior agreements and understandings with respect to the Licensed Patent Rights, the Materials and the Licensed Products.
This Agreement shall be assignable only with the express written consent of AES, which will not be withheld in bad faith.
The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, the invalidity or unenforceability of any provision of this Agreement, shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.
Paragraphs 5, 6, 12, 14, and 16 of this Agreement shall survive termination of this Agreement.
Mailing Address for Agreement notices:
Athena Environmental Sciences, Inc.
1450 South Rolling Road
Baltimore, Maryland 21227

In Witness Whereof, the parties have executed this Agreement on the date of Registration, as set forth by the submittal of this Agreement and Registration. Any communication or notice to be given to AES shall be forwarded to the respective address listed above. As accepted by the Registered User listed in the online authorized user registration.