Patent License Agreement between APPLIED ELASTOMERICS, INC. and SSL AMERICAS, INC.

APPLIED ELASTOMERICS, INCORPORATED

PATENT LICENSE AGREEMENT

This Agreement, effective as of November 30, 2001 (the “Effective Date”) is between Applied Elastomerics, Incorporated (“AEI”), a California corporation, with a principal place of business at 163 West Harris Avenue, South San Francisco, CA 94080 and SSL Americas, Incorporated (“Company”), a New Jersey corporation with a principal place of business at 3585 Engineering Drive., Suite 200, Norcross, GA, 30092.

R E C I T A L S

WHEREAS AEI owns and has rights to license certain Patent Rights (as defined herein), covering certain compositions and articles including articles set forth on Schedule B;

WHEREAS, Company has acquired (within the past three years) a company and former AEI licensee (“Silipos, Inc.,”) and is presently involved in the marketing of certain health care products set forth on Schedule B;

WHEREAS, AEI claims certain Patent Rights set forth on Schedule A; and Company seeks to obtain any required non-exclusive Patent License for the products specified on Schedule B under all relevant AEI Patent Rights including any future Patent Rights;

WHEREAS, it is recognized that AEI Patent Rights are accorded the statutory presumption of validity under 35 U.S.C. 282, however, Company, in entering into this Patent License Agreement makes no admission that by payment of any royalty with respect to AEI’s Patent Rights, the existence of any claims of such Patent Rights are valid, and Company makes no admission that any Licensed Products included on Schedule B are covered by, or in the absence of this Patent License would infringe, one or more claims of the Patent Rights;

WHEREAS, except for the patent dispute, Company represents and warrants that prior to its acquiring Silipos, Inc., it is not a past or present party in breach of any agreements with AEI;

WHEREAS, as a compromise between the parties and pursuant to the preliminary understand of April 4, 2002, AEI is prepared to grant and Company is prepared to accept a paid-up license for the Patent Rights in the specified products Field in order to avoid patent litigation;

NOW, THEREFORE, for the good and valuable consideration as herein provided and the sufficiency of which is hereby acknowledged by both parties, AEI and Company hereby agrees as follows:

1.                                       Definitions.

1.1.                               “Affiliate”   shall mean any legal entity (such as a corporation, partnership, or limited liability company) that is related to Company as a parent company, a subsidiary or a sister company, including, but not limited to, SSL International plc or Silipos, Inc.

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1.2.                               “Field” shall mean the general health care field of products listed on Schedule B including (i) consumer health care products, (ii) medical products, (iii) cosmetics products, (iv) dermal products, (v) skin care products, (vi) sports medical products, (vii) orthotic products, and (viii) prosthetic products.

1.3.                               “Licensed Product(s)” shall mean one or more health care products in the Field (not an Excepted Product) which are developed, made or have made, used, offered for sale or sold, exported or imported by Company as described and listed by Company item number or optionally listed by a pre-marketing Company identification number referenced by an accompanying drawing (so as to adequately identify such Licensed Product as to its use, function, design or configuration adequate for purposes of comparison as to its similarity or dissimilarity to other Licensed Products) on Schedule B which is incorporated herein by reference as of the Effective Data or later added as a New Licensed Product (defined in §1.4 and in accordance with §4.2, §4.3, or becomes available at a later time as provided for under §4.1(b)(c) below), that cannot be made or have made, used, offered for sale, or sold, imported or exported in whole or in part, without infringing one or more Valid Claims of the Patent Rights.

(a)                                   Licensed Product(s) in Schedule B shall be described and listed by item or pre-marketing number(s) including any Excepted Product(s) defined below.

(b)                                  Company may from time to time add additional Licensed Products to Schedule B in accordance with §4.1(b) and (c), §4.2 and §4.3. For a Licensed Product to be maintained and included in Schedules B, a license for such product must be requested by Company and at the time available pursuant to §4.1(b) and (c), §4.2 and §4.3; and any product for which a license is requested by Company for inclusion in Schedule B shall be first reviewed and determined by AEI for a determination as to whether it is available or inclusion on Schedules B in accordance with §4.2 and §4.3.

1.4.                               “Excepted Product(s)” shall mean any product(s) licensed to a Third Party Licensee exclusively prior to the Effective Date or a Licensed Product for other specific uses which are not available as of the Effective Date for reasons (i) such product was already exclusively licensed for a specific use or otherwise to another prior to the Effective Date, (ii) not included by Company on Schedule B as of the Effective Data and subsequently licensed exclusively to a third party after the Effective Date, or (iii) included on Schedule B, then dropped by Company from Schedule B for failure to use commercially reasonable efforts to market such Licensed Products (which commercial efforts can be shown by inclusion of such Licensed Product continuously in its regularly published sales catalogue within three year from the date of inclusion of such Licensed product on Schedule B with written notice under §4.3(c)) and subsequently requested by and exclusively licensed to a third party. The notation (“*”) followed by the description of use shall identify any Licensed Product on Schedule B which for reasons provided is not available for a specific use and qualifies as an Excepted Product.

1.5.                               “New Licensed Product” shall mean one or more different Licensed Product (other than a difference on size, minor improvement or modification of an existing Licensed Product) which is not an Excepted Product added to Schedule B in accordance with §4.2, and §4.3 after the Effective Date of this Agreement.

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1.6.                               “Licensed Product Date”   shall mean the Effective Date of this Agreement for Licensed Product(s) listed on Schedule B on the Effective Date of this Agreement or the date a New Licensed Product is approved and added to Schedule B.

1.7.                               “AEI Technical Information”   shall mean any technical information of AEI (then currently available) in the Field relevant to Licensed Product(s) in accordance with §2.1(b) requested by Company in writing which shall be transferred, communicated, or otherwise provided under the Confidentiality Agreement of even date to Company on or after the Effective Date.  Company agrees to reimburses AEI promptly for any costs and expenses incurred by AEI in connection with providing such AEI Technical Information to Company which shall include costs of reproduction, copying, shipping, transmitting, facsimile costs, and telecommunication costs, and any appropriate Federal, state, or local taxes on such technical information in printed form.  AEI Technical Information shall not be interpreted to involve any “Consulting Services” as provided in §1.7(b) below.

(a)                                   Additionally, any AEI Technical Information which is provided by AEI to Company or by Company to AEI shall be considered “Confidential Information” as defined in the Confidentiality Agreement and shall be maintained in confidence by Company and AEI in accordance with said Confidentiality Agreement.

(b)                                  In the event, Company may require and request “Consulting Services” (involving any work including any performance of scientific or technical activities, any technical assistance, any show how, any demonstrations, any work-ups, any wet or physical chemistry, any experiments, any R & D involving the generation of any work products, and the like other than available AEI Technical Information) that relates to a specific Licensed Product listed on Schedule B during the Term, Company shall make its request known in writing.  Based on such written request and the identified scope of work involved, AEI will inform Company if AEI has the expertise and capability to provide such services or if such services can or can not be performed by AEI with its existing facilities and if AEI has the expertise and is able to assist in providing such services of the scope request by Company, then AEI will present a written estimate of time and cost for such services to be billed at a current hourly rate of $2,500 per research man hour, $1,500 per technician man hour, and $500 per administrative man hour plus any costs of any materials, phone charges, copying services, and related costs of equipment set up and usage time including any applicable taxes.  Such hourly rates are subject to change without notice and the established rates current at the time of the request shall be charged.

1.8.                               “Patent Rights”   shall mean:

(a)                                   the United States and international patents listed on Schedule A including any other United States and international patents in which the claims of such patents read on the Licensed Products and are acquired or otherwise owned by AEI during the Term of this Agreement in which the Valid Claims of said patents read on the Licensed Products;

(b)                                  any divisionals, continuations, and continuation-in-part patents and patent application (and their relevant international equivalents) of any patent noted in §1.8(a) which are directed

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to subject matter of Licensed Products listed on Schedule B and in the Field and disclosed in the patents listed on Schedule A, and resulting patents;

(c)                                   any patents resulting from reissues, reexaminations, or extensions (and their relevant international equivalents) of the patents described in (a) and (b) above; and

(d)                                  any patents which AEI has acquired the right to license, or owned by AEI during the Term of this Agreement, whether issued before or after the Effective Date, that would be infringed by any Licensed Product or new Licensed Product.

1.9.                               “Term” shall mean the Term of this Agreement as further defined in §7.1.

1.10.                         “Territory” shall mean worldwide.

1.11.                         “Third Party Licensees” shall mean third parties who are licensed by AEI in the Field to make, use or sell Licensed Products in the Field.

1.12.                         “Valid Claims” shall mean a claim of any patent that issues on a pending patent application, and any claim in an un-expired patent or patent whose expiration date has been extended by law, contained in the Patent Rights, so long as such claim has not been (i) disclaimed, withdrawn, canceled or abandoned by AEI, or (ii) finally rejected or held invalid by a decision of a patent granting authority in a reexamination or reissue procedure, or (iii) held invalid or unenforceable in a decision of a court or competent body having jurisdiction.

2.                                       Grant of Rights.

2.1.                               License Grants.   Subject to the terms of this Agreement, AEI hereby grants to Company:

(a)                                   a non-exclusive, paid-up license under its rights in the Patent Rights, to the extent not prohibited by third party patents, to develop, make or have made, use, offer to sell or sell, export or import Licensed Products in the Field and throughout the Territory;

(b)                                  a non-exclusive, paid-up license to use AEI Technical Information in the Field provided in connection with the manufacture, use, or sale of Licensed Products in the Territory.

(c)                                   a non-exclusive, paid-up license under its rights in the Patent Rights, to the extent not prohibited by third party patents, to develop, make or have made, use, offer to sell or sell, export or import Licensed Products Nos.: 1786 and 1788 for cosmetic use in the Field and throughout the Territory shall take effect:

(i)                                      on the date an exclusive license for Third Party Licensed Products to Borghese Trademarks, Incorporated (a qualified §1.11 and §2.5 Third Party Licensee) reverts to a non-exclusive license or is otherwise canceled as evidenced by an availability notice issued by AEI,

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(ii)                                   subject to payments under §4.1(a)-(d) within 15 days from AEI’s notice of availability which payments upon receipt by AEI shall automatically remove the “*” mark from the affected Licensed Products on Schedule B.

2.2.                               Authority.   AEI represents and warrants that in respect to the Patent Rights that it has legal power to extend the rights granted to Company in this Agreement.

2.3.                               Regarding Third Party Licensees.   It is understood that with respect to Licensed Products listed on attached Schedule B, AEI may have already licensed such Licensed Products to Third Party Licensees on an non-exclusive basis and that with regards to products not listed on Schedule B; AEI may have already granted other Third Party Licensees medical or related products on an exclusive (an Excepted Product) product basis or on a different use product basis.

2.4.                               No Additional Rights.   Nothing in this Agreement shall be construed no confer any rights upon Company by implication, estoppel, or otherwise as to any technology or patent rights of AEI or any other entity other than the Patent Rights related to Licensed Products, regardless of whether such rights shall be dominant or subordinate to any Patent Rights.

2.5.                               Right to Additional Products of Third Party Licensees.   Company shall at any time during the Term have the right to add any available (non-conflicting) Third Party licensed product including Expected Products (which later becomes available) in the Field as a New License Product in accordance with §4.1(b)(c), §4.2 and §4.3.

(a)                                   With respect to this Agreement, no license for Licensed Products listed on Schedule B is granted herein by AEI which is known to conflicts with one or more products of any Third Party Licensees identified by the notation “*” to be an Excepted Product on Schedule B as of the Effective Date.

(b)                                  AEI shall notify Company in writing of the availability of the Excepted Products pursuant to §4.1(b)(c) and of any Excepted Product that becomes available which have been previously requested to writing by Company and will give Company thirty (30) days notice for Company to accept or decline such previously Excepted Products for inclusion on Schedule B prior to licensing such products to another.

3.                                       Company Obligations Relating to Commercialization.

3.1.                               Indemnification.

(a)                                   By Company.   Company shall indemnify, defend, and hold harmless AEI and its trustees, officers, employees, and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses) incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions

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in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product.

(b)                                  Procedures.   The Indemnitees agree to provide Company with prompt written notice of any claim, suit, action, demand, or judgment for which indemnification is sought under this Agreement.  Company agrees, at its own expense, to provide attorneys reasonably acceptable to AEI to defend against any such claim.  The Indemnitees shall cooperate fully with Company in such defense and will permit Company to conduct and control such defense and the disposition of such claim, suit, or action (including all decisions relative to litigation, appeal, and settlement); provided, however, that any Indemnitee shall have the right to retain its own counsel, at the expense of Company, if representation of such Indemnitee by the counsel retained by Company would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel.  Company agrees to keep AEI informed of the progress in the defense and disposition of such claim and to consult with AEI with regard to any proposed settlement.

(c)                                   Insurance.   Company shall maintain commercial general liability insurance, including product liability and errors and omissions insurance which shall protect Company and Indemnitees with respect to events covered by §3.1(a) above.  The limits of such insurance shall not be less than One Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million Dollars ($3,000,000) for bodily injury including death; One Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million Dollars ($3,000,000) for property damage; and One Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million Dol