PATENT LICENSE AGREEMENT

This Patent License Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Effective Date”) by and between [INDIVIDUAL], an individual with a residence at [ADDRESS] (“Licensor”) and [COMPANY], an [STATE] corporation with a principal place of business at [ADDRESS] (“Licensee”).

RECITALS

WHEREAS, Licensor owns or has the right to license U.S. Patent No. [PATENT NO.] (the “Licensed Patent”); and

WHEREAS, Licensor desires to license to Licensee, and Licensee desires to obtain from Licensor, a world-wide, non-exclusive right to make, use and sell the Licensed Products and to practice the Licensed Processes world-wide all in accordance with and subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions. The terms defined in this Section 1 and parenthetically elsewhere shall have the same meaning throughout this Agreement. Defined terms may be used in the singular and the plural.

“Licensed Process” shall mean any process, the practice of which would, in the absence of this Agreement, infringe on at least one claim of the Licensed Patent.

“Licensed Product” shall mean any product, the manufacture, use or sale of which would, in the absence of this Agreement, infringe on at least one claim of the Licensed Patent.

Grant of License.

License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee the royalty-free, world-wide, non-exclusive right and license, under the Licensed Patent, to make, use and sell the Licensed Products and to practice the Licensed Processes throughout the United States, its territories and possessions. Notwithstanding the foregoing, the license grant hereunder from Licensor to Licensee is limited to those Licensed Products made from acrylic materials or substrates.

Ownership. Licensor shall retain sole ownership of the Licensed Patent and, except as expressly set forth in this Agreement, Licensee is not granted any ownership rights with respect thereto.

Licensor's Retention of Rights. In addition to Licensor's retention of ownership of the Licensed Patent as set forth in Section 2.2 above, Licensor retains all rights to use or create Licensed Products and Licensed Processes related to the Licensed Patent to the extent related to any materials or substrates not involving acrylic. To the extent that Licensor develops additional product involving the Licensed Patent and Licensee cares to produce or market such products that Licensor and License shall work together to reach mutually agreeable terms as to the production, marketing and commercialization of such products.