0001003297-05-000345 Sample Contracts

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • November 2nd, 2005 • Pro Dex Inc • Surgical & medical instruments & apparatus • California

THIS EXCLUSIVE LICENSE AGREEMENT ("Agreement") is entered into by and between Pro-Dex, Inc., a Colorado corporation ("Licensor"), and IntraVantage, Inc., a Delaware corporation ("Licensee"), on and as of October 31, 2005 ("Effective Date"). Each of the parties hereto is sometimes referred to herein as a "Party," and collectively as the "Parties."

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ROYALTY AGREEMENT
Royalty Agreement • November 2nd, 2005 • Pro Dex Inc • Surgical & medical instruments & apparatus • California

THIS ROYALTY AGREEMENT ("Agreement") is entered into by and between Pro-Dex, Inc., a Colorado corporation ("Pro-Dex"), and IntraVantage, Inc., a Delaware corporation ("IntraVantage"), on and as of October 31, 2005 ("Effective Date"). Each of the parties hereto is sometimes referred to herein as a "Party," and collectively as the "Parties."

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 2nd, 2005 • Pro Dex Inc • Surgical & medical instruments & apparatus • California

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of October 31, 2005, between Pro-Dex, Inc., a Colorado corporation with offices located at 151 East Columbine Avenue, Santa Ana, California 92707 ("Purchaser"), and IntraVantage, Inc., a Delaware corporation with offices located at 2950 Xenium Lane North, Suite 148, Plymouth, Minnesota, 55441-2623 ("Seller").

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