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LICENSE AGREEMENT

License Agreement

LICENSE AGREEMENT | Document Parties: RTI BIOLOGICS, INC. | LifeNet Health, Inc You are currently viewing:
This License Agreement involves

RTI BIOLOGICS, INC. | LifeNet Health, Inc

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Title: LICENSE AGREEMENT
Governing Law: Virginia     Date: 3/16/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

LICENSE AGREEMENT, Parties: rti biologics  inc. , lifenet health  inc
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Exhibit 10.21

LICENSE AGREEMENT

This License Agreement (the “Agreement”) is made and entered into as of November 24, 2008 (the “Effective Date”), by and between LifeNet Health, Inc., having an address of 1864 Concert Drive, Virginia Beach, VA 23453 (“LifeNet”), and RTI Biologics, Inc., having an address of 11621 Research Circle, Alachua, FL 32615 (“RTI”).

WHEREAS, ************;

NOW THEREFORE, for the mutual promises, covenants, warranties, and agreements set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, LifeNet and RTI (collectively, “the Parties”; singly, “Party”) mutually covenant and agree as follows:

DEFINITIONS

“Affiliate(s)” shall mean, in relation to any Party hereto, any corporation or other business entity presently or in the future controlled by, controlling, or under common control with that Party including (i) any subsidiary of a Party at least 50% of whose voting interest are owned or controlled directly or indirectly by that Party and (ii) any parent entity owning or controlling directly or indirectly at least 50% of the voting interests of the Party.

“Covered Technology” shall mean (i) **********, including improvements and modifications thereto, used by RTI or its Affiliates in the past, present, or future; **********.

“LifeNet Patents” shall mean (i) U.S. Patent Nos. **********, and any LifeNet owned, controlled or future acquired domestic or international patent related to **********, including improvements and modifications thereto; and (ii) any continuation, continuation-in-part, divisional, reissue, reexamination, application, extension or renewal patent or application and foreign equivalent or counterpart patent or patent application to any of the foregoing, including any continuation, continuation-in-part, divisional, reissue, reexamination, application, extension or renewal patent or application claiming priority to any of the foregoing.

ARTICLE 1

LICENSE

LifeNet hereby grants to RTI and its Affiliates, as well as their respective end users concerning RTI or RTI Affiliate products and services or components thereof, an irrevocable, perpetual, non-exclusive, worldwide license under the LifeNet Patents including, without limitation, a license to make, have made, import, export, use, offer to sell or distribute, and sell or distribute the Covered Technology. With respect to individuals or entities in the chain of distribution of RTI (or its Affiliate(s)) products and services, LifeNet further grants a limited license to those individuals and entities to the extent reasonably necessary to carry out their tasks within the chain of distribution. The term of the License is for seven (7) years or the remaining life of any LifeNet Patent, whichever is longer.

 

The presence of asterisks (*) indicates that Confidential portions have

  

been omitted and filed separately with the Commission

  

CONFIDENTIAL

1


ARTICLE 2

PAYMENTS

2.1 Beginning on November 26, 2008, RTI shall owe LifeNet a total of Four Million Nine Hundred Thousand U.S. Dollars and no cents (US $4,900,000.00) to be paid in five annual installments of Nine Hundred Eighty Thousand U.S. Dollars and no cents ($980,000.00). RTI and LifeNet agree that the payment schedule for RTI’s payments to LifeNet is as follows: November 26, 2008 ($980,000); November 25, 2009 ($980,000); November 24, 2010 ($980,000); November 23, 2011 ($980,000); and November 28, 2012 ($980,000). Upon payment of the full $4,900,000.00 to LifeNet in accordance with this Article 2.1, all licenses, covenants, terms and conditions of this Agreement shall be deemed paid in full. RTI may, in its sole discretion, make prepayment(s) without penalty.

2.2 Payments shall be made via bank wire transfer to:

 

Bank:

  

**********

  

  

Account Name:

  

**********

  

  

Account Number:

  

**********

  

  

2.3 The Parties agree that the aforementioned installments collectively represent consideration for the Parties’ full releases, covenants, and License as set forth in this Agreement and are not in any way representative of the value of any or all of the LifeNet Patents.

ARTICLE 3

CONFIDENTIALITY/RESTRICTED COMMUNICATIONS

3.1 The Parties agree that this Agreement, including the rights granted hereunder **********, are confidential (“Confidential Information”) and that the Parties will not disclose, directly or indirectly, the terms of this Agreement, other than to their attorneys, their accountants, their tax preparers, their financial advisors, their employees or agents who need to know in the course and scope of performing their normal job functions, and lawful taxing authorities, or unless otherwise required by law, by judicial process, or by any securities regulations, or upon the other Party’s written consent. With respect to disclosures of Confidential Information pursuant to this Agreement, the Parties shall advise those to whom the Confidential Information is disclosed as to the confidential nature of said Confidential Information, and the Parties shall take such commercially reasonable steps as necessary to ensure that those to whom the Confidential Information is disclosed will maintain its confidentiality to a degree at least as stringent as provided for in this Agreement.

3.2 Notwithstanding Article 3.1 above, the Parties agree that either Party may disclose (i) any facts publicly available as of the Effective Date, and (ii) the terms of this Agreement as required by law or as necessary in order to enforce the terms and obligations set forth in this Agreement. In all other respects, the Parties shall keep the terms of this Agreement confidential.

3.3 **********.

 

 
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