[LETTERHEAD OF COMPANY]

[DATE]

Re: Letter of Intent

Dear Mr. _______________:

The purpose of this letter of intent (“LOI”) is to set forth certain nonbinding understandings and certain binding agreements between [COMPANY], a [STATE] corporation (“[COMPANY]”) and (“[COUNTERPARTY]”), with respect to certain transactions including, but not limited to, (i) the creation of a limited liability company (for purposes of this LOI hereinafter referred to as “[JV ENTITY]”) between [COUNTERPARTY] and [COMPANY] or, as agreed upon, certain of their respective subsidiaries; and (ii) the execution of certain documents and agreements which may include, but not be limited to, Product Development Agreements, License Agreements, governmental agency filings (patents, trademarks, IP assignments and product registrations), Leases, Service Provider Agreements, Consulting Agreements, Distribution Agreements, or such other documents as [COMPANY] and [COUNTERPARTY] determine are appropriate, by and between [JV ENTITY] and/or [COMPANY] and/or [COUNTERPARTY] as mutually-agreed upon by the parties and on similar terms and subject to similar conditions as set forth below in this LOI (collectively, the entire relationship between [COMPANY] and [COUNTERPARTY] being referred to as the “Joint Venture”).

I. NONBINDING UNDERSTANDINGS

The following numbered paragraphs reflect our current understanding of the matters described herein, and will confirm the discussions to date between the parties hereto, but do not constitute a definitive statement of, or a legally binding commitment on the part of, any party with respect to the matters described therein and do not impose on any party any duty or obligation to negotiate towards or conclude any such agreement or commitment. For purposes of this LOI please note that any monetary references made herein are in U.S. Dollars.

Description of [COUNTERPARTY] Business, [COMPANY] Business and Purpose of Joint Venture. [COUNTERPARTY] has an component of its business that is devoted to the development of two technologies, (i) ____________ and (ii) _________________ (the “[COUNTERPARTY] Business”). [COMPANY] has a component of its business that is devoted to the development and commercialization of certain products (collectively, “[PRODUCT]”). (the “[COMPANY] Business”). Certain assets of the [COUNTERPARTY] Business and the [COMPANY] Business, as more fully described below, will be transferred or contributed to [JV ENTITY]. The parties hereto acknowledge that one of the principal purposes of the proposed Joint Venture described herein is to use the above referenced item in some respect and combination as mutually agreed upon to develop new or enhance existing products, product supply, or new products of the parties.