Technology Purchase and License

Agreement技术销售及许可协议-

Made and entered into on _________,_________,_________(M,D,Y)

and Between:

AAA of the _________(Placename) of Defense of _________(Address) (hereinafter called AAA )

and:

BBB LTD.

a private company incorporated under the laws of the State of _________(Address) (hereinafter called, the COMPANY )

WHEREAS, AAA has developed and owns the Project and the Technology, as defined and specified below; and

WHEREAS, The Company desires to purchase from AAA, and AAA desires to sell to the Company, the Project and the Project’s Technology, and to grant the Company an exclusive license to use the Other Technology within the Company’s Field of License, all as defined and specified below and subject to the terms and conditions

set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. DEFINITIONS.

In this Technology Purchase and License Agreement the following words and expressions shall bear the meanings set opposite them:

the Agreement this Technology Purchase and License Agreement, the preamble and all exhibits and schedules thereto;

Improvements all improvements, enhancements or modifications to the Project’s Technology made by either party during the term of this Agreement;

Global Patent the Global Patent Assignment in the form attached to Assignment this Agreement as EXHIBIT A;

the Patents the patents and patent applications, as identified in EXHIBIT B hereto;

the Project An in vivo video camera and an autonomous video endoscope, including a swallowable capsule with a camera and an optical system, a transmitter and a reception system;

the Technology the existing unclassified documented know-how and intellectual property developed by AAA, and specifically used at AAA for the Project, including the Patents and other patents and patent applications, if any, the prototypes, drawings, designs, diagrams, computer programs and their sources, design assurance data and other tangible technical information used at AAA for the Project;

the Project’s the Patents, the prototypes, and such other part of Technology Technology which was developed by AAA specifically for the Project;

the Other any Technology other than the Project’s Technology, Technology and which shall, when delivered in tangible form to the Company, be marked as Other Technology

the Company’s the license granted by AAA to the Company under License SECTION 3.2 hereof;

the Company’s the commercial exploitation of the Project and Field of License products to be developed or derived therefrom;