EXHIBIT 10.1
OPTION AGREEMENT
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This agreement ("AGREEMENT") is made as of February 9, 2006 ("EFFECTIVE
DATE") by and between Trustees of Boston University, a corporation duly
organized and existing under(.) the laws of the Commonwealth of Massachusetts,
having a principal place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
(hereinafter called "UNIVERSITY") and Aethlon Medical, Inc.; a corporation duly
organized and existing under the laws of the State of Nevada, having a principal
place of business at 0000 Xxxxxx Xxxx Xxxxxx, Xxx Xxxxx, XX 00000, (hereinafter
celled "OPTIONEE").
WHEREAS, UNIVERSITY controls and is the owner by assignment of an
invention BU05-41 entitled "Method to prevent proliferation and growth of
metastases," more fully described in ATTACHMENT A and having a U.S. patent
application serial number 60/700,118 filed July 18, 2005 ("INVENTION");
WHEREAS, OPTIONEE desires to evaluate the commercial utility, safety
and effectiveness of said INVENTION in the field of extracorporeal filtration of
blood ("FIELD"); and
WHEREAS, UNIVERSITY and OPTIONEE are in the early stages of negotiating
an exclusive license to said INVENTION and any patents issuing therefrom.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt of
which is acknowledged, the parties agree as follows:
1.1 UNIVERSITY hereby grants OPTIONEE an irrevocable option and right to
acquire ("OPTTION") an exclusive worldwide license ("LICENSE") under
any and all patents and patent. applications relating to the INVENTION
to make, use and sell products, processes and services in the FIELD,
with the full right to sublicense any or all of such rights.
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1.2 The period within which the option may be exercised (the "OPTION
PERIOD") shall begin upon the EFFECTIVE DATE and shall expire one (1)
year from the EFFECTIVE DATE:'.
1.3 During the OPTION PERIOD, UNIVERSITY shall not enter into any agreement
with a third party with respect to the rights optioned hereunder or
otherwise in conflict with the terms of this AGREEMENT.
1.4 The OPTION may be exercised by the OPTIONEE by providing written notice
to UNIVERSITY during the OPTION PERIOD. Promptly after any exercise of
the OPTION, UNIVERSITY and OPTIONFE shall enter into good faith
negotiations regarding the terms and conditions of the LICENSE, which
shall include such terms and conditions as are set forth in ATTACHMENT
13, "LICENSE TERM SHEET" and shall be based on the UNIVERSITY's normal
form of license agreement, attached hereto as ATTACHMENT C.
1.5 The consideration for the grant of this OPTION by UNIVERSITY shall be a
non-refundable fee of twenty thousand dollars ($20,000) payable by
OPTIONEE within thirty (30) days of the EFFECTIVE DATE in the form of
ten thousand dollars ($10,000) cash and the equivalent of ten thousand
dollars ($10,000) worth of fully vested Aethlon Medical stock with a
strike price as of the EFFECTIVE DATE.
1.6 This AGREEMENT may be terminated by either party for breach by the
other party of any obligation arising hereunder, by giving fifteen (15)
days prior written notice to the other party specifying the cause of
the termination; provided, however, that if the breach is cured within
the fifteen (15) day period, the notice shall be withdrawn and shall be
of no effect. If the breaching party is UNIVERSITY and the breach is
not cured, the option fee shall be refunded.
1.7 Any notice or communication authorized or required to be given
hereunder shall be in writing and be served by depositing the same
either in the United States mail, postage prepaid, receipt requested,
or with a recognized overnight courier service, addressed to the
parties, respectively. at the following addresses:
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UNIVERSITY:
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Boston University
Office of Technology Transfer
000 Xxx Xxxxx Xxxx
Xxxxxx, XX 00000
Attn.: Director
OPTIONEE
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Aethlon Medical, Inc.
0000 Xxxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
1.8 This AGREEMENT may not be assigned by either party without the prior
written consent of the other party.
1.9 This AGREEMENT constitutes the entire and only agreement between the
parties relating to the subject matter hereof, and all prior
negotiations, representations, agreements and understandings are
superseded hereby. No agreements altering or supplementing the terms
hereof may be made except by means of a written document signed by the
duly authorized representatives of the parties.
1.10 This AGREEMENT shall be construed and enforced in accordance with the
laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have hereunder set their hands
and seals and duly executed this AGREEMENT in duplicate original copies the day
and year first written above.
Aethlon Medical, Inc. TRUSTEES OF BOSTON UNIVERSITY
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By: /s/ Xxxxx X. Xxxxx By: /s/ J. Xxxxxxxx Xxxxxx
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Name: Xxxxx X. Xxxxx Name: J. Xxxxxxxx Xxxxxx
Title: Chairman & CEO Title: Assistant Treasurer
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