AGREEMENT OF JOINT COMMERCIALIZATION

      between

         PATENT PORTFOLIO CO. AND PATENT STRATEGY CO.

This Agreement, effective      , 200_ , by and between (PATENT PORTFOLIO CO.) (ADDRESS FOR PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.,) (ADDRESS FOR PATENT STRATEGY CO.) is made with reference to the following:

Employees of (PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.) have jointly made inventions and improvements entitled [INVENTION NAME], (“Proprietary Property”), and (PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.) desire to pool and jointly develop and commercialize their respective interest in the Proprietary Property for the purpose of providing for (i) unitary working, marketing, assigning, or licensing of the Proprietary Property, (ii) the allocation and payment of expenses incurred in obtaining and maintaining patent protection for the Proprietary Property and (iii) the receipt and division of royalties, fees, equity interests, revenues and other consideration received or derived from the licensing, sale or other commercialization of the Proprietary Property in proportion to their respective interests, all as hereinafter set forth.

Now, therefore, (PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.) agree as follows:

1. “Proprietary Property” shall mean and include the inventions disclosed and claimed in the applications for letters patent set forth on the attached Exhibit “A”, and any divisional, continuation or continuation-in-part, renewal, extension, and reissue applications thereof and any patent or patents issuing therefrom.

2. The parties hereto agree that title to the Proprietary Property shall be assigned to and held by and in the name of (PATENT PORTFOLIO CO.). In view of time requirements in filing the aforementioned patent applications, employees or faculty members of (PATENT STRATEGY CO.) who are co-inventors of the Proprietary Property shall make direct assignments of such patent applications to (PATENT STRATEGY CO.). (PATENT STRATEGY CO.), however, recognizes that in order to properly commercialize the Proprietary Property, (PATENT PORTFOLIO CO.) should be vested with complete authority to apply for patents on the Proprietary Property and to take such other action as may be necessary or desirable to sell, assign, license or otherwise deal in the Proprietary Property.

3. (PATENT STRATEGY CO.) agrees to sell, assign and convey and hereby sells, assigns and conveys to (PATENT PORTFOLIO CO.) all of its right, title and interest throughout the world in and to the Proprietary Property and in and to the aforementioned application for a patent and any and all patents which may be granted therefore as well as any and all divisions, reissues, continuations, continuations-in-part and extensions thereof. (PATENT STRATEGY CO.) also agrees to sign and require all inventors who are employees or faculty members of (PATENT STRATEGY CO.) to sign all lawful papers, to execute all oaths and to do everything else possible to aid (PATENT PORTFOLIO CO.), its successors, assignees and nominees to obtain and enforce proper patent protection for the Proprietary Property.

4. (PATENT STRATEGY CO.) agrees that (PATENT PORTFOLIO CO.) shall have control of the working, selling, assigning, or licensing or otherwise dealing with the Proprietary Property; however, (PATENT PORTFOLIO CO.) shall consult with (PATENT STRATEGY CO.) and carefully consider any information or requests of (PATENT STRATEGY CO.) made to (PATENT PORTFOLIO CO.) concerning the same before proceeding with the working, selling, assigning or licensing thereof.
5. (PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.) agree that profits, royalties, or other revenues received from working, selling, assigning, licensing or otherwise dealing with the Proprietary Property shall be divided between the parties hereto in proportion to their respective interests, and that all legal fees and expenses and all other costs and expenses paid by (INSTITUTION#1) incident to obtaining and maintaining patent protection for the Proprietary Property shall be paid by the parties in proportion to their respective interests, which interests are as follows:

(PATENT PORTFOLIO CO.) – [        ] percent (  %)
(PATENT STRATEGY CO.) – [        ] percent (  %)

In the event that (PATENT PORTFOLIO CO.) enters into an agreement with an entity in which (PATENT PORTFOLIO CO.) together with its affiliates owns a controlling interest (fifty percent or more) for the licensing or other commercialization of the Proprietary Property, (PATENT PORTFOLIO CO.) agrees to re-negotiate the foregoing percentage interests of the parties in the Proprietary Property upon request by (PATENT STRATEGY CO.). (PATENT PORTFOLIO CO.) will remit to (PATENT STRATEGY CO.) its share of such profits, royalties or other revenues within thirty (30) days of receipt thereof.
6. (PATENT PORTFOLIO CO.) agrees to keep accurate records and books of accounting in accordance with good accounting practice with respect to the Proprietary Property, including an account of all (i) costs and expenses incurred in obtaining and maintaining patent protection for the Proprietary Property and (ii) all moneys or other consideration received by (PATENT PORTFOLIO CO.) during the calendar quarter for which it is accounting and all other information necessary for the accurate determination of charges and payments hereunder. (PATENT PORTFOLIO CO.) agrees to deliver to (PATENT STRATEGY CO.) within thirty (30) days following each calendar quarter a report setting forth such details as may be necessary for the accurate determination of charges and payments hereunder, and, in the case of payments, to accompany each such report with the payments shown to be due by it. (PATENT PORTFOLIO CO.) agrees to permit a representative of (PATENT STRATEGY CO.), during normal business hours, to inspect any all parts of the records kept by (PATENT PORTFOLIO CO.) which are relevant to a determination of the accuracy of any report required to be rendered to (PATENT STRATEGY CO.). (PATENT STRATEGY CO.) agrees to pay its share of all costs and expenses within thirty (30) days of receipt.
7. (PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.) agree that they will and will cause their employees and inventors to sign all lawful papers, execute all divisional, continuation, renewal, extension, and reissue applications, and make all rightful oaths and generally do everything proper to aid in obtaining and maintaining proper patent protection for said Proprietary Property. (PATENT PORTFOLIO CO.) and (PATENT STRATEGY CO.) also agree that they will properly discharge their responsibilities to their employees as set forth in their administrative policies governing the sharing of income or other considerations received in respect of the
commercialization of inventions, patents or other manifestations of intellectual property.
8. (PATENT STRATEGY CO.) and (PATENT PORTFOLIO CO.) acknowledge that substantial additional research must be undertaken to explore further the potential of and to develop the Proprietary Property. In this respect both parties agree that they will use reasonable efforts to actively seek or cause their employees who invented the Proprietary Property to actively seek funding from potential sponsors of research, both private and public. Both (PATENT STRATEGY CO.) and (PATENT PORTFOLIO CO.), each further agree that in the event that they successfully secure research funding they will endeavor, to the degree permitted by the sponsor thereof, to subcontract to the other party certain aspects of such additional research which cannot be handled internally so as to enable the other party to actively participate in such continuing research.
9. For the purpose of accounting and other matters relating to the subject matter
hereof, the addresses of the parties hereto are as follows:

(PATENT PORTFOLIO CO.)
ADDRESS
Attention: [        ]
(PATENT STRATEGY CO.)
ADDRESS
Attention: [        ]
or to such subsequent address as any party hereto may furnish the other party hereto in writing.
10. It is understood that this Agreement contains the entire agreement between the parties hereto. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, their respective assigns and successors in interest.

(PATENT PORTFOLIO CO.)                   (PATENT STRATEGY CO.)
______________________________     ________________________________
Signature                                            Signature

______________________________     ________________________________
Typed Name                                        Typed Name
_____________________________       ________________________________
Title                                                    Title