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License Agreement - CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, - 12-3-2004

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					                                                 EXHIBIT 10.3

                                          LICENSE AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made and is effective as of August 1, 1996 by and between
the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah non-profit corporation, having its
principal place of business at 421 Wakara Way, Suite 170, Salt Lake City, UT 84108, hereinafter referred to as
"Licensor", and BIONIC TECHNOLOGIES, INC., a corporation, having its principal place of business at 1763
East 900 South, Salt Lake City, UT 84108, hereinafter referred to as "Licensee".

                                             WITNESSETH

WHEREAS, certain inventions, generally characterized as * * * and assigned University of Utah identification
number * * * and * * * respectively, hereinafter collectively referred to as "the Inventions", have been made in
the course of research conducted at the University of Utah by Richard Normann, Kelly E. Jones and Patrick K.
Campbell, Patrick J. Rousche, Kenneth W. Horch and Susan P. Schmidt are covered by Licensor's Patent
Rights and Licensed Technology (as defined below);

WHEREAS, Licensor desires that the Inventions be developed and utilized to the fullest extent so that its benefits
can be enjoyed by the general public;

WHEREAS, Licensee wishes to obtain from Licensor a license under certain rights for the commercial
development, production, manufacture, use and sale of the Inventions, and Licensor is willing to grant such a
license upon the terms and conditions hereinafter set forth;

NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set
forth, the parties hereby agree as follows:

                                         ARTICLE 1 DEFINITIONS

Section 1.1 "Licensor's Patent Rights" means patent rights to any subject matter claimed in or covered by (a) any
pending or issued United States or foreign patent or any patent application listed on Exhibit "A" attached hereto,
which is incorporated herein by this reference;

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.
(b) any continuing or divisional applications thereof; and (c) any patents issuing on continuing, continuation-in--
part or divisional applications, including reissues thereof.

Section 1.2 "FIELD OF USE" means the sale and/or use of any Licensed Product and/or Licensed Service in the
performance of research and development of the inventions on various animal and human subjects, for which sale
and/or use the approval from the Food and Drug Administration is not required or has not been obtained.

Section 1.3 "Licensed Technology" means the technology associated with the inventions and any intellectual
property therein, that has been developed by Dr. Richard Norman and his co-workers at the University of Utah
including those technologies listed in Exhibit "B".

Section 1.4 "Licensed Product" means any product, apparatus, kit or component part thereof, or any other
subject matter the manufacture, use or sale of which is covered by any claim or claims included within Licensor's
Patent Rights or which incorporates Licensed Technology.

Section 1.5 "Licensed services" means any method, procedure, process or other subject matter, the manufacture,
use, or sale of which is covered by any claim or claims included within Licensor's Patent Rights and/or which
incorporates Licensed Technology.

Section 1.6 " . . .covered by . . ." means a Licensed Product that, when made, used or sold, or a Licensed
Service that, when practiced, would constitute, but for the license granted to Licensee pursuant to this
Agreement, an infringement of any claim or claims included within Licensor's Patent Rights.

Section.1.7 "Net Sales" means billings by Licensee for (a) any Licensed Product sold or leased, and (b) services
performed using any Licensed Product or Licensed Service, in all cases, net of the sum of the following items
(where applicable): (1) case, trade or quantity discounts actually allowed; (2) sales, use, tariff, customs duties or
other excise taxes directly imposed upon particular sales; (3) outbound transportation charges prepaid or
allowed; and
(4) allowances or credits to third parties for rejections or returns. A Licensed Product and services performed
using a Licensed Product or Licensed Services shall be considered sold when billed

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          2
out or invoiced or, if not invoiced, when delivered or performed. There shall be no deductions from Net sales for
costs of commissions or collections. Net Sales shall not include billings for Licensed Products sold or services
performed by Licensee to any Affiliate unless such Affiliate is an end-user of any Licensed Product or service
performed using any Licensed Product or Licensed Method.

Section 1.8 "Affiliate" means any person or entity that controls, is controlled by, or is under common control with
Licensee, directly or indirectly. For purposes of this definition, "control" and its various inflected forms means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
such person or entity, whether through ownership of voting securities, by contract or otherwise.

                                        ARTICLE 2. LICENSE GRANT

Section 2.1 Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a license
under Licensor's Patent Rights and Licensed Technology to make, have made, use and sell any Licensed Product
and to practice any Licensed Services throughout the world where Licensor may lawfully grant such a license.

Section 2.2 The license granted in Section 2.1 hereof is expressly made subject to Licensor's reservation of the
right to practice under Licensor's Patent Rights for educational and research purposes at the University of Utah.

Section 2.3 Except as otherwise provided in Section 2.2 hereof, the license granted in Section 2.1 shall be
exclusive and worldwide and effective until the * * *.

                                          ARTICLE 3 SUBLICENSES

Section 3.1 Licensor hereby grants to Licensee the right to enter into sublicensing agreements with third parties
(hereinafter referred to as "Sublicensees") to make, have made, and sell any Licensed Product and to practice
any Licensed Method, provided that Licensee has current exclusive rights thereto under this Agreement in the
territory being sublicensed.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          3
Section 3.2 Any sublicense granted by Licensee to a Sublicensee shall incorporate all of the terms and conditions
of this Agreement, which shall be binding upon each Sublicensee as if such sublicensee were a party to this
Agreement. Licensee shall pay to Licensor on any sublicense the royalty rate on Net Sales by such Sublicensee at
the same rate that would be due to Licensor from Net Sales by Licensee, although Licensee is free to charge
differential rates to Sublicensees. In addition, Licensee shall pay to Licensor * * * of any lump-sum fee or
advance payment received by Licensee from any Sublicensee.

Section 3.3 Licensee shall promptly (a) provide Licensor with a copy of each sublicense granted by Licensee
hereunder and any amendments thereto or terminations thereof; (b) collect and guarantee payment of all royalties
due Licensor from Sublicensees; and (c) summarize and deliver copies of all reports due to Licensee from
Sublicensees.

                            ARTICLE 4 LICENSE ISSUE CONSIDERATION

Section 4.1 Licensee shall grant to Licensor a non-refundable license issue consideration of * * * position in
Licensee upon execution of this Agreement.

Such issue consideration shall be deemed earned and immediately due upon execution of this Agreement.

Section 4.2 In addition, Licensee shall pay to Licensor a nonrefundable license fee of * * * on or before * * *, or
when Licensee first receives equity funding of * * * or more, whichever is sooner. This fee is not an advance
against earned royalties.

                                           ARTICLE 5 ROYALTIES

Section 5.1 As additional consideration for the license under this Agreement and subject to Section 6.2, Licensee
shall pay to Licensor an earned royalty of * * * in * * * and one and * * * of Net Sales of Licensed Products or
Services in * * *. Earned royalties shall accrue in each country * * *. Licensee shall pay all royalties accruing to
Licensor in U.S. Dollars within forty-five
(45) days following the calendar quarter in which Net Sales occur. No royalty shall be

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         4
payable with respect to Net Sales to any Affiliate unless such Affiliate is an end-user of any Licensed Product or
service performed using any Licensed Product or Licensed Method.

Section 5.2 Commencing on the first January 1 to occur after the six (6) month period following the date of first
occurrence of Net Sales, Licensee shall pay to Licensor * * *:

(a) * * * * * *

(b) * * * * * *

(c) * * * * * *

Licensee shall continue to pay * * * until * * *. Licensor shall fully credit each payment * * * against any earned
royalties payable by Licensee with respect to the year in which the * * * is made.

Section 5.3 If any patent or any claim thereof included within Licensor's Patent Rights shall be found invalid by a
court of competent jurisdiction and last resort, from which decision no appeal may be taken, Licensee's obligation
to pay Licensor royalties based on such patent or claim or any claim patentably indistinct therefrom shall be for a
period of * * *. Licensee shall not, however, be relieved from paying Licensor the applicable royalties that
accrued prior to the date of such decision or that are based on any of Licensor's Patent Rights not the subject of
such decision.

                                        ARTICLE 6. DUE DILIGENCE

Section 6.1 Upon execution of this Agreement, Licensee shall diligently proceed with the development,
manufacture, sale and use of Licensed Products and/or Licensed Methods in order to make them readily
available to the general public as soon as possible on commercially reasonable terms.

Section 6.2 Licensee shall perform the following obligations as part of its due diligence activities hereunder:

(a) Achieve Net Sales by * * *.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          5
Section 6.3 The above milestones shall be extendable for up to two (2) years upon payment of * * * per year
per.

Section 6.4 Licensee shall exercise reasonable business judgment in meeting its due diligence obligations
hereunder.

Section 6.5 Commencing on January 1, 1997 and on each January 1 thereafter, until the first occurrence of Net
Sales, Licensee shall submit to Licensor a written report covering Licensee's progress in (a) development and
testing of all, Licensed Research; (b) achieving the due diligence milestones specified herein; and (c) preparing,
filing, and obtaining of any approvals necessary for marketing the Licensed Products and Licensed Methods.

                                     ARTICLE 7. CONFIDENTIALITY

Section 7.1 Licensee and Licensor acknowledge that they may provide certain information to the other party
about the Inventions that is considered to be confidential. Licensee and Licensor shall take reasonable
precautions to protect such confidential information. Such precautions shall involve at least the same degree of
care and precaution that the recipient of such information customarily uses to protect its own confidential
information.

Section 7.2 Licensee acknowledges that Licensor is subject to the Utah Governmental Records Access and
Management Act ("GRAMA"), Section 63-2-101 et seq., Utah Code Ann. (1953), as amended. Licensor shall
keep confidential any information provided to Licensor by Licensee that Licensee considers confidential, to the
extent allowable under GRAMA and as provided in Section 53B-16-301 et seq., Utah Code Ann. In order to
be eligible for such protection under GRAMA, confidential information of Licensee disclosed to Licensor must be
in written or other tangible form, marked as proprietary, and accompanied by a written claim by Licensee stating
the reasons that such information must be kept confidential.

                                   ARTICLE 8 QUARTERLY REPORTS

Section 8.1 Within forty-five (45) days after the calendar year in which Net Sales first occur, and within 45 days
after each calendar quarter thereafter, Licensee shall provide Licensor

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         6
with a written report detailing all sales and uses, if any, made of Licensed Products and Licensed Methods during
the preceding calendar quarter, and detailing the amount of Net Sales made during such quarter and calculating
the royalties due pursuant to section 5.1 hereof. Each such report shall be signed by an officer of Licensee (or the
officer's designee).

Section 8.2 In addition to the regular reports required by Section 8.1, Licensee shall provide a written report to
Licensor of the date of first occurrence of Net Sales in each country within sixty (60) days of its occurrence.

                     ARTICLE 9 PATENT PROSECUTION AND MAINTENANCE

Section 9.1 Licensor shall diligently prosecute and maintain Licensor's Patent Rights with legal counsel of its
choice, after consultation with Licensee. Licensor shall provide Licensee with copies of all relevant documentation
and keep Licensee informed, and apprised of the continuing prosecution. Licensee shall keep any such
documentation and information confidential.

Section 9.2 Licensee shall pay all costs and legal fees incurred by Licensor in the preparation, prosecution and
maintenance of Licensor's Patent Rights, including without limitation, any taxes on such patent rights. Licensor
shall credit any costs and fees paid by Licensee pursuant to this Article 9 toward earned royalty payments due to
Licensor for Net Sales in the country where such patent costs were incurred. Notwithstanding the foregoing, no
credit may be applied toward the license issue fee or* * * royalty, and total credits for costs and fees paid by
Licensee pursuant to this Article 9 in any given reporting period shall not be more than * * * of the royalty
payment that would otherwise be due. Unused credits may be carried forward indefinitely until used.

                                     ARTICLE 10 PATENT MARKING

Licensee shall mark all Licensed Products made, used or sold under the terms of this Agreement, or their
containers, in accordance with all applicable patent marking laws.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         7
                                   ARTICLE 11 BOOKS AND RECORDS

Licensee shall keep true and complete books and records containing an accurate accounting of all data necessary
for proper computation of royalties and other payments hereunder. Licensee shall preserve such books and
records for five (5) years after the termination of this Agreement. Such books and records shall be open to
inspection by Licensor and its representatives, at Licensor's expense, upon notice to Licensee, at reasonable
times for the purpose of verifying the accuracy of the quarterly reports and computations rendered by Licensee.

                               ARTICLE 12 TERM OF THIS AGREEMENT

This Agreement shall be in full force and effect from the date hereof until * * *.

                               ARTICLE 13 TERMINATION BY LICENSOR

Section 13.1 If Licensee should (a) fail to deliver to Licensor any statement or report required hereunder when
due; (b) fail to make any payment at the time that the same should be due; (c) violate or fail to perform any
covenant, condition, or undertaking of this Agreement to be performed by it hereunder; or
(d) file a bankruptcy action, or have a bankruptcy action against it, or become insolvent, enter into a composition
with creditors or have a receiver appointed for it; then Licensor may give written notice of such default to
Licensee. If Licensee should fail to cure such default within thirty (30) days of such notice, Licensor shall have the
right to terminate this Agreement and any licenses granted hereunder.

Section 13.2 No termination of this Agreement by Licensor shall relieve Licensee of its obligation to pay any
royalty or license fees due or owing at the time of such termination and pay all attorneys' fees and costs incurred
by Licensor in enforcing any obligation of Licensee or accrued right of Licensor after termination. Articles 7 and
20 shall survive any termination of this Agreement.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          8
                               ARTICLE 14. TERMINATION BY LICENSEE

Section 14.1 Licensee may terminate this Agreement at any time and from time to time without cause, by giving
written notice thereof to Licensor. Such termination shall be effective ninety (90) days after such notice and all
Licensee's rights associated therewith shall cease as of that date.

Section 14.2 Any termination pursuant to Section 14.1 shall not relieve Licensee of any obligation or liability
accrued hereunder prior to such termination, or rescind or give rise to any right to rescind any payments made or
other consideration given to Licensor hereunder prior to the time such termination becomes effective. Such
termination shall not affect in any manner any rights of Licensor arising under this Agreement prior to the date of
such termination.

   ARTICLE 15 DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION

Upon expiration or termination of this Agreement by either party, Licensee shall provide Licensor with a written
inventory of all Licensed Products in process of manufacture, in use or in stock. Licensee may dispose of any
such Licensed Products within the ninety (90)-day period following such expiration or termination, provided,
however, that Licensee shall pay royalties and render reports to Licensor thereon in the manner specified herein.

                                 ARTICLE 16. WARRANTY BY LICENSOR

Section 16.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement.

Section 16.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.1, THE PARTIES
ACKNOWLEDGE AND AGREE THAT LICENSOR HAS MADE NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
LICENSOR BE HELD

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          9
RESPONSIBLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT
OF THE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES.

Section 16.3 Nothing in this Agreement shall be construed as:

(a) a warranty or representation by Licensor as to the validity or scope of any Licensor's Patent Rights.

(b) a warranty or representation by Licensor that anything made, used, sold or otherwise disposed of pursuant to
any license granted under this Agreement is or will be free from infringement of patents of third parties.

(c) an obligation by Licensor to bring or prosecute actions or suits against third parties for patent infringement,
except as expressly provided in Article 17 hereof.

(d) conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than
Licensor's Patent Rights.

                                        ARTICLE 17 INFRINGEMENT

Section 17.1 If either party learns of a claim of infringement of or by any of Licensor's Patent Rights licensed
under this Agreement, that party shall give written notice of such claim to the other party. Licensor shall then use
reasonable efforts to terminate such infringement. In the event Licensor fails to abate the infringing activity within
ninety (90) days after such written notice or to bring legal action against the third party, Licensee may bring suit
for patent infringement, naming Licensor as nominal party plaintiff.

Section 17.2 Any such legal action shall be at the expense of the party by whom suit is filed (hereinafter referred
to as the "Litigating Party"). Any damages or costs recovered by the Litigating Party in connection with a legal
action filed by it hereunder, and remaining after the Litigating Party is reimbursed for its costs and expenses
reasonably incurred in the lawsuit, shall be equally divided between Licensee and Licensor.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          10
Section 17.3 Licensee and Licensor shall cooperate with each other in litigation proceedings instituted hereunder,
provided that such cooperation shall be at the expense of the Litigating Party, and such litigation shall be
controlled by the Litigating Party.

                                            ARTICLE 18 WAIVER

No waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth
shall be deemed a waiver as to any subsequent and/or similar breach or default.

                                       ARTICLE 19 ASSIGNABILITY

This Agreement is binding upon and shall inure to the benefit of the parties, their successors and assigns. Subject
to Licensee's rights to sublicense, as set forth in Article 3 hereof, Licensee may assign this Agreement only with
the written consent of Licensor.

                                     ARTICLE 20 INDEMNIFICATION

Licensee shall indemnify, hold harmless and defend Licensor, the University of Utah, and their respective officers,
employees and agents, against any and all claims. suits, losses, damage, costs, fees and expenses (including
reasonable fees of attorneys) resulting from or arising out of exercise of any license granted under this Agreement.

                                       ARTICLE 21 LATE PAYMENTS

In the event royalty payments or other fees are not received by Licensor when due hereunder, Licensee shall pay
to Licensor interest charges at the rate of ten percent (10%) per annum on the total royalties or fees due for the
reporting period.

                                            ARTICLE 22 NOTICES

Any payment, notice or other communication required or permitted to be given to either party hereto shall be in
writing and shall be deemed to have been properly given and effective: (a) on the date of delivery if delivered in
person during recipient's normal business hours; or (b) on the date of delivery if delivered by courier, express mail
service or first-class mail, registered

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         11
or certified. Such notice shall be sent or delivered to the respective addresses given below, or to such other
address as either party shall designate by written notice given to the other party as follows:

In the case of Licensee:

                                      BIONIC TECHNOLOGIES, INC.
                                            1763 East 900 South
                                          Salt Lake City, UT 84108

                                              In the case of Licensor:

                           UNIVERSITY OF UTAH RESEARCH FOUNDATION
                                      Technology Transfer Office
                                     421 Wakara Way, Suite 170
                                      Salt Lake City, UT 84108

With a copy to:

                                     OFFICE OF GENERAL COUNSEL

University of Utah
309 Park Building
Salt Lake City, Utah 84112

                                       ARTICLE 23 FOREIGN LAWS

Section 23.1 When required by local/national law, Licensee shall register this Agreement, pay all costs and legal
fees connected therewith, and otherwise insure that the local/national laws affecting this Agreement are fully
satisfied.

Section 23.2 Licensee shall comply with all applicable U.S. laws dealing with the export of technology or
technical information.

                                      ARTICLE 24 GOVERNING LAW

This Agreement shall be interpreted and construed in accordance with the laws of the State of Utah, without
application of any principles of choice of laws.

                                  ARTICLE 25 GENERAL PROVISIONS

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        12
Section 25.1 In the event of any controversy or claim between the parties relating to this Agreement that is not
settled by informal means, the same shall be submitted to binding compulsory arbitration and judgment in Salt
Lake City, Utah pursuant to Title 78, Chapter 31a, Utah code Ann. (1953), as amended, and shall be
determined in accordance with the Commercial Arbitration Rules of the American Arbitration Association to the
extent such rules are not in conflict with such law. All costs and expenses, including reasonable attorneys' fees, of
the prevailing party in connection with controversy or claim shall be borne by the other party.

Section 25.2 The headings of the several sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 25.3 This Agreement shall not be binding upon the parties until it has been signed herein below by or on
behalf of each party, in which event it shall be effective as of the date first above written.

Section 25.4 No amendment or modification of this Agreement shall be valid or binding upon the parties unless
made in writing and signed by both parties. This Agreement may be signed in counterpart, each of which
documents shall, when taken together, constitute one and the same original document.

Section 25.5 This Agreement embodies the entire understanding of the parties and supersedes all previous
communications, representations or understandings, either oral or written, between the parties relating to the
subject matter, hereof.

Section 25.6 The parties agree to execute and deliver all documents, provide all information and take or forbear
from taking all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 25.7 This Agreement may be signed in counterparts, each of which when taken together shall constitute
one fully executed document. Each individual executing this Agreement on behalf of a legal entity does hereby
represent and warrant to each other person so signing that he or she has been duly authorized to execute this
Agreement on behalf of such entity.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         13
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement by their respective officers
hereunto duly authorized, on the day and year hereinafter written.

            "LICENSEE"                                      "LICENSOR"

            BIONIC TECHNOLOGIES, INC.                       UNIVERSITY OF UTAH
                                                            RESEARCH FOUNDATION

            By _________________________________            By _________________________________
                         (Signature)                                     (Signature)

            Name _______________________________            Name _______________________________
                         (Please Print)

            Title ______________________________            Title ______________________________

            Date _______________________________            Date _______________________________




*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                       14
                    AMENDMENT TO THE LICENSE AGREEMENT BETWEEN
                      UNIVERSITY OF UTAH RESEARCH FOUNDATION
                                        AND
                         BIONIC TECHNOLOGIES INCORPORATED
                                        FOR

***

***

***

THIS AMENDMENT to a certain License Agreement is made and is effective as of October 15, 1997, by and
between The University of Utah Research Foundation, having a principal place of business at 421 Wakara Way,
Suite 170, Salt Lake City, UT 84108, hereinafter referred to as Licensor and Bionic Technologies Inc., having its
principal place of business at 1763 East 900 South, Salt Lake City, UT 84108, hereinafter referred to as
Licensee.

                                             WITNESSETH

WHEREAS, Licensor and Licensee have entered into a License Agreement dated August 1, 1996 for * * *
respectively hereinafter referred to as "License Agreement"; and

WHEREAS, Licensor has received the inventions entitled * * * respectively, hereinafter referred to as "New
Inventions"; and

WHEREAS, Licensee would like incorporate the New Inventions in the above License Agreement; and.

WHEREAS Licensor is willing to grant to Licensee such a license to New Inventions;

NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth
in the License Agreement, it is agreed by and between the parties to add the New Inventions to Exhibit B of the
License Agreement.

In all other respects the License Agreement shall remain unchanged.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.
IN WITNESS WHEREOF, the parties have caused these presents to be signed in duplicate by their duly
authorized representatives.

            BIONIC TECHNOLOGIES, INC.                       UNIVERSITY OF UTAH
                                                            RESEARCH FOUNDATION

            By _________________________________            By _________________________________
                         (Signature)                                     (Signature)

            Name _______________________________            Name _______________________________
                         (Please Print)

            Title ______________________________            Title ______________________________

            Date _______________________________            Date _______________________________




*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        2
                                      AMENDMENT NO, 2
                             TO THE LICENSE AGREEMENT BETWEEN
                          UNIVERSITY OF UTAH RESEARCH FOUNDATION
                                             AND
                             BIONIC TECHNOLOGIES INCORPORATED
                                             FOR

***

THIS AMENDMENT to a certain License Agreement is made and is effective as of November 10, 1999 by and
between the University of Utah Research Foundation, having a principal place of business at 615 Arapeen Dr.,
Suite 110, Salt take City, UT 84108, hereinafter referred to as Licensor and Bionic Technologies, Inc., having its
principal place of business at 1163 East 900 South, Salt Lake City, UT 84108, hereinafter referred to as
Licensee.

                                             W I T N E S S E T H:

WHEREAS, Licensor and Licensee have entered into a License Agreement dated August 1, 1996 for * * *, as
amended by Amendment 1, thereto dated October 15, 1997 respectively, hereinafter referred to as "License
Agreement;" and

WHEREAS, Licensor has received the invention entitled * * * respectively, hereinafter referred to as "New
Invention;" and

WHEREAS Licensee would like to incorporate the New Invention in the above License Agreement; and

WHEREAS Licensor is willing to grant to Licensee such a license to the New Invention;

                                             AGREEMENT:

                               NOW, THEREFORE, the parties agree as follows:

1.) For and in consideration of the covenants, conditions and undertakings hereinafter set forth in the License
Agreement, it is agreed by and between the parties to add the New Invention to Exhibit B of the License
Agreement.

2.) Amendment of Section 1.3. Section 1.3 of the License Agreement is amended by deleting the sentence under
Section 1.3 and replacing it with the following:

"'Licensed Technology'" means the technology and the intellectual property associated with the Inventions listed in
Exhibit 'A' and Exhibit 'B,' developed by Dr. Richard Normann and his coworkers at the University of Utah."

3.) In all other respects the License Agreement shall remain unchanged.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written:

             LICENSEE:                                      LICENSOR:

             BIONIC TECHNOLOGIES, INC.                      UNIVERSITY OF UTAH
                                                            RESEARCH FOUNDATION

             By: _______________________________            By: _______________________________

                     Brian W. Hatt, President                    Richard K. Koehn. Ph.D.
                                                                 President

             Date: _____________________________            Date: _____________________________




*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        2
                                      BIONIC TECHNOLOGIES, INC.

                           AMENDMENT NO. 3 TO LICENSE AGREEMENT

THIS AMENDMENT NO. 3 TO LICENSE AGREEMENT (the "AMENDMENT") is made as of February 7,
2002 by and between BIONIC TECHNOLOGIES, LLC., a Utah limited liability company, having its principal
place of business at 1763 East 900 South, Salt Lake City, UT 84108, hereinafter referred to as (the
"LICENSEE"), and the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah non-profit
corporation, having its principal place of business at 615 Arapeen Drive, Suite 110, Salt Lake City, Utah 84108,
hereinafter referred to as (the "LICENSOR").

                                                   RECITALS

WHEREAS, the LICENSEE's predecessor in interest, Bionic Technologies, Inc. ("Licensee's Predecessor"), and
the LICENSOR executed the AGREEMENT dated August 1, 1996 ("Original License"), pursuant to which
LICENSEE took a license to certain inventions, generally characterized as: * * * ; and

WHEREAS, LICENSEE'S Predecessor and LICENSOR amended the Original License by means of an
amendment dated October 15, 1997 ("Amendment No. 1") and an amendment dated November 10, 1999
("Amendment No. 2") (the Original Licensee, as amended by the Amendment No. 1 and the Amendment No. 2,
being herein referred to as the "Amended License"); and

WHEREAS, as of January 1, 2001, LICENSEE'S predecessor assigned the Amended License to LICENSEE
with LICENSOR'S consent and thereupon LICENSEE assumed all obligations thereunder; and

WHEREAS, the LICENSEE and the LICENSOR agree to amend the Amended License to make the following
changes and additions.

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties agree as follows:

                I. MODIFICATION TO THE TERMS OF THE AMENDED LICENSE

1. Section 1.2 of the Amended License is hereby replaced in its entirety with the following:

"Section 1.2 "FIELD OF USE" means all medical and research applications in animal and human subjects

2. Section 2.1 of the Amended License is hereby replaced in its entirety with the following:

"Section 2.1 Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee an
exclusive, worldwide license under Licensee's Patent Rights and

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.
Licensed Technology to make, have made, use and sell any Licensed Product and to practice any Licensed
Services in the FIELD OF USE.

3. Section 3.2 of the Amended License is hereby replaced in its entirety with the following:

"Section 31 Any sublicense granted by Licensee to a Sublicensee shall incorporate all of the terms and conditions
of this Agreement, which shall be binding upon each Sublicensee as if such Sublicensee were a party to this
Agreement. Licensee shall pay to Licensor on any sublicense a percentage of the gross consideration received by
the Licensee from the Sublicensee for grant of the sublicense, whether that consideration comes in the form of up-
front license fees, royalties, milestone payments or in any other form, except as noted below in this Section 3.1.
The percentage of gross consideration due to Licensor as described herein shall be determined according to the
following chart:

                                         YEAR*                   PERCENTAGE
                                         -----                   ----------
                                         * * *                     * * *
                                         * * *                     * * *
                                         * * *                     * * *




*"YEAR" shall mean the year in which the consideration is received by the Licensee from the Sub-licensee as
specified by the dates, beginning on * * *.

Licensee shall not be obligated to pay Licensor for consideration received from a Sublicensee on the following
items:

a) payments for training Sublicensees;

b) payments for research and development;

c) payments for fees and expenses associated with patent prosecution;

d) payments for advance commitments of the purchase of products in excess of the purchase price (for which
royalties would be paid in accordance with the terms of Article 5);

e) payments in respect of equity investments in Licensee; and

f) payments in respect of loans to Licensee.

4. A new Section 3.4 is hereby added to the Amended License as follows:

"Section 3.4 In the event that Licensor or Licensee receives a written request from a capable third party for a
license to use the Licensor's Patent Rights or Licensed Technology in a subfield of use which does not compete
with the Licensed Products or Licensed Services already offered for sale by Licensee or in the process of being
developed by Licensee so as to be available for sale within one (1) year as demonstrated by Licensee to the
reasonable satisfaction of Licensor, Licensee agrees to negotiate in good faith to grant a sublicense to said third
party. If such negotiation has not been successfully completed within six (6) months from the date Licensee first
receives such request, Licensor shall have the right to grant a license to said party for said subfield of use under
substantially similar, or at Licensor's discretion, less favorable, terms to those

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          2
contained in this Agreement provided that the royalty rate shall be no lower than that contained herein. If Licensor
grants a license under this provision, Licensor agrees to share * * * of its net royalties, net milestone payments
and net license fees with Licensee.

5. Section 5.1 of the Amended License is hereby amended in part by replacing the term "* * *" with the term "*
* *."

6. Section 5.3 of the Amended License is hereby amended by replacing it in its entirety with the following
language:

"Section 5.3 If any patent or claim thereof included within Licensor's Patent Rights shall be found invalid by a
court of competent jurisdiction and last resort, from which decision no appeal may be taken, Licensee's obligation
to pay Licensor royalties based on such patent or claim or any claim patentably indistinct therefrom shall cease as
of that date. However, Licensee shall not be relieved from paying Licensor the applicable royalties that accrued
prior to the date of such decision or that are based on any of Licensor's Patent Rights not the subject of such a
decision."

7. Section 4.2 of the Amended License is hereby replaced in its entirety with the following:

"Section 4.2 In addition, Licensee shall pay to Licensor a non-refundable license fee of * * * on a deferred and
contingent basis as described below, but no later than December 31, 2003. In order to satisfy this obligation,
Licensee shall pay Licensor * * * of all investments (equity or long-term debt) in Licensee, when it receives such
an investment, up to a cumulative investment of * * *. If Licensee has not paid Licensor the total license fee of *
* * by December 31, 2003, the remainder shall be due in full on that date.

8. Article 17 of the Amended License is hereby replaced in its entirety with the following:

                                       "ARTICLE 17. INFRINGEMENT

Section 17.1 If either party learns of a claim of infringement of or by any of Licensor's Patent Rights licensed
under this Agreement, that party shall give written notice of such claim to the other party. Licensee shall then use
reasonable efforts to terminate such infringement. In the event Licensee fails to abate the infringing activity within
ninety (90) days after such written notice or Licensee fails to bring legal action against the third party within a
reasonable time, Licensor may bring suit for patent infringement. No settlement, consent judgment or other
voluntary final disposition of the suit may be entered into without the consent of Licensor, which consent shall not
be unreasonably withheld.

Section 17.2 Any such legal action shall be at the expense of the party by whom suit is filed, hereinafter referred
to as the "Litigating Party". Any damages or costs recovered by the Litigating Party in connection with a legal
action, filed by it hereunder, and remaining after the Litigating Party is reimbursed for its costs and expenses

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          3
reasonably incurred in the lawsuit, and after any royalties or other payments due to Licensor under Articles 3, 4,
and 5 are paid, shall be divided between Licensee and Licensor with 25% going to Licensor and 75% going to
Licensee.

Section 17.3 Licensee and Licensor shall cooperate with each other in litigation proceedings instituted hereunder,
provided that such cooperation shall be at the expense of the Litigating Party, and such litigation shall be
controlled by the Litigating Party."

9. Article 19 of the Amended License is hereby replaced in its entirety with the following:

"This Agreement is binding upon and shall inure to the benefit of the parties, their successors and assigns. Subject
to Licensee's rights to sublicense, as set forth in Article 3 hereof, Licensee may assign this Agreement only with
the written consent of Licensor, which consent shall not be unreasonably withheld, or upon the sale or assignment
of all or substantially all of the assets of Licensee to which this license Agreement relates."

10. Article 22 of the Amended License shall be amended in part by replacing subpart (b) thereof and the
addresses for Licensee and Licensor set forth therein with the following while the remainder of Article 22 shall be
unchanged:

"(b) on-the date of delivery if delivered by courier, express mail service or fast-class mail, registered or certified,
or by fax."

As to the addresses:

"In the case of Licensee:

                                       BIONIC TECHNOLOGIES, LLC.
                                             1763 East 900 South
                                           Salt Lake City, UT 84108

FX: 801-582-9909;

In the case of Licensor

University of Utah Technology Transfer Office 615 Arapeen Drive, Suite 110 Salt Lake City, UT 84108
FX: 801-581-7538"

II. CONSIDERATION FOR THIS AMENDMENT

1. In consideration for this AMENDMENT, upon execution of this AMENDMENT, LICENSEE shall:

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                           4
issue to LICENSOR a warrant to purchase * * * units of Interests in LICENSEE. That warrant shall be
exercisable by LICENSOR for the price of *
* * per unit of Interests at any time after June 30, 2002 and prior to July 1, 2007.

III. INTERPRETATION

1. All of the provisions of Article 25 of the Amended License are hereby incorporated into this Section III as
though set forth herein in full and shall govern the interpretation of this AMENDMENT

2. Except as otherwise amended by this AMENDMENT, the Amended License shall remain in full force and
effect,

IN WITNESS WHEREOF, the parties have executed this AMENDMENT to the Amended License as of the
date fast above written.

             "LICENSEE"                                     "LICENSOR"

             BIONIC TECHNOLOGIES, LLC.                      UNIVERSITY OF UTAH
                                                            RESEARCH FOUNDATION

             By _______________________________             __________________________________
                          (Signature)                                    (Signature)

             Name: Brian W. Hart                            Name: Raymond F. Gesteland

             Title: President                               Title: President




*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        5
                            ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement is executed as of the 13th day of August, 2002 by and between
Bionic Technologies, LLC, a Utah limited liability company ("Assignor"), and Cyberkinetics, Inc., a Delaware
corporation ("Assignee").

WHEREAS, Assignor and Assignee are parties to that certain Contribution Agreement dated as of the date
hereof (the "Contribution Agreement"), provided for the purchase by Assignee of substantially all of the assets,
properties, rights and business as a going concern of Assignor and the assumption by Assignee of certain of the
liabilities of Assignor. All capitalized terms used herein which are not defined herein shall have the meanings
specified in the Contribution Agreement.

WHEREAS, Assignor is the licensee under that certain License Agreement dated as of August 1, 1996, as
amended, between Assignor and the University of Utah Research Foundation, as licensor ("Licensor"), covering
inventions * * * (the "License").

WHEREAS, Assignor proposes to assign the License to Assignee and Licensor has consented in writing to such
assignment.

NOW, THEREFORE, for and in consideration of the mutual covenants contained in the Contribution Agreement
and other good and valuable consideration, receipt of which is hereby acknowledged, Assignor hereby grants,
bargains, sells, assigns, transfers and sets over to Assignee and its successors and assigns all of the right, title and
interest of Assignor in, to and under the License.

TO HAVE AND TO HOLD, the same unto Assignee, its legal representatives, successors and assigns from and
after the date hereof, subject, however, to the terms, covenants, conditions and provisions of the License.

Assignee hereby accepts this Agreement subject to the terms and conditions herein contained and does hereby
assume, without exculpation, as of the date hereof, and becomes responsible for and agrees to perform,
discharge, fulfill and observe all of the licensee's obligations, liabilities, covenants, conditions and provisions under
the License accruing from before and after the date hereof with the same force and effect as if Assignee were the
original licensee thereunder, and Assignee agrees to be liable for the observation and performance thereof from
and after the date hereof.

Assignor agrees to protect, defend, indemnify and hold and save harmless Assignee from and against any and all
Liabilities relating to the License only to the extent that Assignor has agreed to indemnify Assignee in Section 9 of
the Contribution Agreement.

Assignee agrees to protect, defend, indemnify and hold and save harmless Assignor from and against any and all
Liabilities relating to the License only to the extent that Assignee has agreed to indemnify Assignor in Section 9 of
the Contribution Agreement.

This Agreement is made without recourse or warranty except as set forth in the Contribution Agreement.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.
This Agreement shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective
legal representatives, heirs, successors and assigns.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of the date first set forth
above,

                                                 ASSIGNOR:

                                      BIONIC TECHNOLOGIES, LLC

                                 By: ________________________________
                                                 Name:
                                                  Title:

                                                  ASSIGNEE:

                                          CYBERKINETICS, INC.

                                 By: ________________________________
                                                 Name:
                                                  Title:

APPROVED AND ACCEPTED:

UNIVERSITY OF UTAH RESEARCH FOUNDATION

By: _________________________________
Signature

Print name: _________________________

Title: ______________________________

Date: _______________________________

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        2
                                                  EXHIBIT 10.6

                                   EXCLUSIVE LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made and entered into as of this 28th day of August, 2002 (the "Effective
Date") by and between EMORY UNIVERSITY, a non-profit Georgia corporation with offices located at 1380
South Oxford Road, N.E., Atlanta, Georgia 30322 (hereinafter referred to as "EMORY"), and
CYBERKINETICS, INC., a for-profit Delaware corporation with offices located at 109 Hazard Avenue,
Providence, RI 02906 (hereinafter referred to as "CYBERKINETICS").

                                                 WITNESSETH

WHEREAS, EMORY is the assignee of all right, title, and interest in certain inventions developed by an
employee of EMORY and is responsible for the protection and commercial development of such inventions; and

WHEREAS, Donald R. Humphrey, Ph.D., is an employee of EMORY and is named as sole inventor (hereafter
referred to as the "Inventor") in United States Patent No. * * * for * * *, and

WHEREAS, CYBERKINETICS has the necessary expertise and will, as appropriate, acquire the resources
reasonably necessary to fully develop, obtain approval for, and market products based upon the inventions
claimed in the above-referenced patent and the know-how not covered by the patent and licensed hereunder;
and

WHEREAS, EMORY wants to have such inventions developed, commercialized, and made available for use by
the public; and

WHEREAS, EMORY and CYBERKINETICS entered into that certain "Terms for EMORY-
CYBERKINETICS License Agreement" dated July 11, 2002 whereby EMORY and CYBERKINETICS
agreed to close the license between EMORY and CYBERKINETICS and a stock purchase between EMORY
and CYBERKINETICS for CYBERKINETICS to issue a certain amount of its equity to EMORY based on the
terms agreed upon therein; and

WHEREAS, EMORY desires to grant, and CYBERKINETICS desires to receive, an exclusive, worldwide
license to make, have made, import, use, offer to sell and sell products based on or incorporating the inventions;

NOW, THEREFORE, for and in consideration of the mutual covenants and the premises herein contained, the
parties, intending to be legally bound, hereby agree as follows.

                                         ARTICLE 1. DEFINITIONS

The following terms as used herein shall have the following meaning:

1.1 "Affiliate" shall mean any corporation or non-corporate business entity, which controls, is controlled by, or is
under common control with a party to this Agreement. A corporation or non-corporate business entity shall be
regarded as in control of another corporation if it owns, or

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.
directly or indirectly controls, at least fifty (50%) percent of the voting stock of the other corporation, or (i) in the
absence of the ownership of at least fifty (50%) percent of the voting stock of a corporation or (ii) in the case of a
non-corporate business entity, or non-profit corporation, if it possesses, directly or indirectly, the power to direct
or cause the direction of the management and policies of such corporation or non-corporate business entity, as
applicable.

1.2. "Agreement" or "License Agreement" shall mean this Agreement, including all APPENDICES attached to
this Agreement.

1.3. "Dollars" shall mean United States dollars.

1.4 "EMORY" shall mean EMORY University.

1.5. "FDA" shall mean (a) the United States Food and Drug Administration or successor entity thereto, and (b)
any other foreign agency or commission performing comparable functions where specifically specified in this
Agreement.

1.6. "Field of Use" shall mean all fields.

1.7. "Indemnitees" shall mean EMORY, its directors, employees and students, and their heirs, executors,
administrators, successors and legal representatives.

1.8. "Licensed Know-How" shall mean all technical information and data, other than the Licensed Patents,
whether or not presently known or learned, invented, or developed by the Inventor or any employees of
EMORY working under the Inventor's direct supervision, prior to the date of this agreement and while they were
under a duty to assign intellectual property rights to EMORY, to the extent that (a) such technical information and
data are useful for the manufacture, use, importation, offer for sale or sale of any Licensed Product;
(b) EMORY possesses the right to license the use of such information and data to CYBERKINETICS for
commercial purposes without incurring financial or other non-contingent, material obligations to any third party
and without breaching any obligations of confidentiality with any such party; and (c) such information and data is
not presently owned by CYBERKINETICS and does not in the future become publicly known other than
through disclosure by CYBERKINETICS.

1.9. "Licensed Patents" shall mean U.S. Patent No. * * * for "* * *" Issued * * *, together with any and all
substitutions, extensions, divisionals, continuations, continuations-in-part, which issue thereon anywhere in the
world, including reexamined and reissued patents and any extension of the term of any such patent (including
supplementary protection certificates) and all corresponding foreign equivalents.

1.10. "Licensed Products" shall mean any products, the manufacture, use, importation, offer for sale or sale of
which incorporate Licensed Technology, or which would, absent the licenses granted in this Agreement, infringe
any Valid Claim included in any Licensed Patent.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                           2
1.11. "Licensed Technology" shall mean the Licensed Patents and the Licensed Know-How

1.12. "Licensed Territory" shall mean the world.

1.13. "Net Sales" shall mean gross amounts invoiced for "End Sales" (as defined below) of a Licensed Product
less the sum of (i) trade, quantity and cash discounts actually allowed or paid, (ii) refunds, rebates, chargebacks,
retroactive price adjustments (including Medicaid, managed care and similar types of rebates) and service
allowances, (iii) credits or allowances given or made for rejections or returns of previously sold products or for
wastage replacement actually taken or allowed, (iv) taxes, duties or other governmental charges levied on or
measured by the billing amount, as adjusted for rebates and refunds, and (v) charges for shipping, freight and
insurance directly related to the distribution of the Licensed Product (excluding amounts reimbursed by third party
customers). End Sales shall mean all sales of any Licensed Product by CYBERKINETICS, its Affiliates, or its
Sublicensees other than sales ("Excluded Sales") to CYBERKINETICS, an Affiliate or a Sublicensee, provided,
however, that End Sales shall include the sale of any Licensed Product to CYBERKINETICS, an Affiliate or a
Sublicensee where the purchaser of such Licensed Product is the ultimate end-user of such Licensed Product and
such Licensed Product is used by such purchaser for commercial purposes to generate revenue from one or more
third parties, as opposed to use for research, development, manufacturing, quality control, testing or similar uses
in connection with the development or commercialization of any Licensed Product. Sales of a Licensed Product
for use in conducting clinical trials of such Licensed Product in a country of the Licensed Territory in order to
obtain regulatory approval of such Licensed Product in such country shall be included in Net Sales calculations
only to the extent that the amount included in such Net Sales exceeds the fully loaded cost incurred by the party
supplying such Licensed Product to supply such Licensed Product.

If a Licensed Product (a) consists of both (i) components causing such product to be a Licensed Product and (ii)
other components. or (b) is sold together with one or more other products for a single invoiced price (e.g., where
a product is a medical device comprised of one component that is Licensed Product and other components that
are not Licensed Products, or where a medical device that is a Licensed Product is packaged for sale with a
second medical device that is not a Licensed Product) (each, a "Combination Sale"), the Net Sales for such
Licensed Product shall be the portion of such Combination Sale properly allocable to such Licensed Product,
determined as follows.

Except as provided below, the Net Sales for a Licensed Product sold in such a Combination Sale shall equal the
gross amount invoiced for sale of the Licensed Product and any and all other products or components, as the
case may be, included in such Combination Sale, reduced by the adjustments specified above in the definition of
Net Sales (the "Net Combination Sale Amount"), multiplied by the fraction A/(A+B), where:

***

In the event that CYBERKINETICS, its Affiliate or Sublicensee, as applicable, separately sells the Licensed
Product included in a Combination Sale in a country, but does not separately sell

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         3
all of the other products or components, as the case may be, included in such Combination Sale in such country,
the calculation of "Net Sale" resulting from such Combination Sale shall be determined by multiplying the Net
Combination Sale Amount by the fraction A/C where:

***

In the event that CYBERKINETICS, its Affiliate or Sublicensee, as applicable, does not separately sell the
Licensed Product contained in a Combination Sale in the country where such Combination Sale occurs, but does
separately sell all of the other products or components, as the case may be, included in the Combination Sale in
such country, the calculation of Net Sales resulting from such Combination Sale shall be determined by
multiplying the Net Combination Sale Amount by the fraction (C-D)/C, where:

***

Where the calculation of Net Sales resulting from a Combination Sale in a country cannot be determined by any
of the foregoing methods, the calculation of Net Sales for such Combination Sale shall be * * *.

1.14. "Person" shall mean any natural person or legal entity.

1.15. "Regulatory Approval" or "Regulatory Registration" shall mean, in relation to any Licensed Product, such
approvals by the regulatory authorities in a given country (including pricing approvals) as may be legally required
before such Licensed Products may be commercialized or Sold in such country.

1.16. "Sale" or "Sold" shall mean the sale, lease, transfer, exchange, or other disposition of Licensed Products to
a third party whether by gift or otherwise by CYBERKINETICS, its Affiliates, Sublicensees, distributors or any
third party authorized by CYBERKINETICS to make such sale, transfer, exchange or disposition. Sales of
Licensed Products shall be deemed consummated upon the first to occur of: (a) receipt of payment from the
purchaser; (b) delivery of Licensed Products to the purchaser or a common carrier; (c) release of Licensed
Products from consignment; (d) if deemed Sold by use, when first put to such use; or (e) if otherwise transferred,
exchanged, or disposed of, whether by gift or otherwise, when such transfer, exchange, gift, or other disposition
occurs. Notwithstanding the foregoing definition of Sale, to the extent CYBERKINETICS distributes any
Licensed Product under a treatment trial or other expanded access program at a sales price that exceeds its fully
absorbed cost therefor, such excess shall be deemed to be a Sale for which royalties are payable in accordance
with the other terms hereof.

1.17. "Sublicensee" shall mean any Person to whom CYBERKINETICS grants a sublicense of some or all of the
rights granted to CYBERKINETICS under this Agreement.

1.18. "U.S. 510 (k)" shall mean Article 510 (k) of the Food, Drug and Cosmetic Act also known as Premarket
Notification (PMN), corresponding application or its equivalent.

1.19. "U.S. IDE" shall mean Investigational Device Exemption, corresponding applications or its equivalent.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         4
1.20. "U.S. Government Licenses" shall mean the non-exclusive license to the U.S. Government directly, or
acting through one of its recognized agencies.

1.21. "Valid Claim" shall mean an issued claim of any unexpired patent or claim of any pending patent application
included among the Licensed Patents, which has not been held unenforceable, unpatentable or invalid by a
decision of a court or governmental body of competent jurisdiction, unappealable or unappealed within the time
allowed for appeal, which has not been rendered unenforceable through disclaimer or otherwise, which has not
been donated to the public, and which has not been lost through an interference proceeding.

                                     ARTICLE 2. GRANT OF LICENSE

2.1. License. Subject to the terms and conditions of this Agreement, EMORY hereby grants CYBERKINETICS
and its Affiliates an exclusive, sublicenseable, royalty-bearing license under EMORY's interests and rights in the
Licensed Technology to make, have made, use, import, offer for sale, and sell Licensed Products in the Licensed
Territory and in the Licensed Field during the term of this Agreement.

2.2. Government Rights. The license granted in Article 2.1 above is subject to the U.S. Government Licenses and
other rights retained by the United States in inventions developed by nonprofit institutions with the support of
federal funds. These rights are set forth in 35 USCA Section 201 et seq. and 37 CFR 401 et seq., which may be
amended from time to time by the Congress of the United States or through administrative procedures.

2.3. Retained License. The license granted in Article 2.1 above is further subject to a right and license retained by
EMORY on behalf of itself and its Affiliates to practice the Licensed Technology for EMORY's non-commercial
research and educational purposes only; provided, however, that nothing in this Article 2.3 shall limit in any way
the Inventor's rights under the "research exception" under common law to practice the Licensed Technology
solely for non-commercial research and educational purposes.

2.4. Sublicenses. CYBERKINETICS shall have the right to grant sublicenses consistent with its diligence
obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to
entering into any sublicense agreement and will provide EMORY with copies of all sublicense agreements within
ninety (90) days of their execution date. CYBERKINETICS understands that flipping the Licensed Technology
in the form of a sublicense without adding value (i.e. without itself having first undertaken further development
activity or requiring that its Sublicensee undertake further development activities) to the Licensed Technology is
prohibited and EMORY retains the right to disapprove such sublicensing activities. CYBERKINETICS shall
remain responsible to EMORY for the payment of all fees and royalties due under this Agreement, whether or
not such payments are made to CYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall
include in any sublicense granted pursuant to this Agreement a provision requiring the Sublicensee to (i) abide by
the confidentiality obligations herein, (ii) indemnify EMORY and (iii) maintain liability insurance coverage to the
same extent that CYBERKINETICS is so required pursuant to Article 10.3 of this Agreement.
CYBERKINETICS shall not grant any rights to any Sublicensee, which are

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         5
inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a
Sublicensee, which would be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed
to be a breach by such Sublicensee of its sublicense agreement.

If this Agreement terminates for any reason, any Sublicensee shall, from the effective date of such termination,
automatically become a direct licensee of EMORY with respect to the rights originally sublicensed to it by
CYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such
Sublicensee agrees to comply with all of the terms of this Agreement and assumes the responsibilities of
CYBERKINETICS hereunder to the extent applicable from the rights originally sublicensed to it by
CYBERKINETICS.

2.5. No Implied License. The license and rights granted in this Agreement shall not be construed to confer any
rights upon CYBERKINETICS by implication, estoppel, or otherwise as to any technology not specifically
identified in this Agreement as Licensed Patents or Licensed Know-How.

                          ARTICLE 3. ROYALTIES AND OTHER PAYMENTS

3.1. Signing Fee. CYBERKINETICS shall, within thirty (30) days of execution of the License Agreement, pay
EMORY the sum of * * * as a signing fee.

3.2. Running Royalties for Sale of Licensed Products by CYBERKINETICS or its Affiliates or Sublicensees.
CYBERKINETICS or its Affiliates or Sublicensees shall pay EMORY royalty equal to the Applicable
Percentage of Net Sales of Licensed Products by CYBERKINETICS, its Affiliates or Sublicensees in the
Territory. The Applicable Percentage with respect to * * *of such Net Sales in any fiscal year of
CYBERKINETICS shall be * * * and with respect to all additional such Net Sales in any such fiscal year shall
be * * *, subject to adjustment as provided below.

(a) The running royalties payable under this Article 3.2 on any Net Sales of Licensed Products shall be reduced
by * * * of any royalties payable to third parties by CYBERKINETICS, its Affiliates or its Sublicensees on the
same Net Sales of Licensed Products. Absent the written consent of EMORY, the reduction in royalty rates
specified by this subparagraph (a) shall not operate to reduce the running royalty rates payable by
CYBERKINETICS, its Affiliates and its Sublicensees to EMORY during any fiscal year of CYBERKINETICS
to less than
* * * of Net Sales of Licensed Products during such fiscal year * * * in the case of Know-How Only Net Sales
(as defined below)).

(b) Licensee's obligation to pay a running royalty on a Licensed Product shall terminate upon the later of (i) * * *
and (ii) * * *.

(c) All royalty payments due to EMORY hereunder shall be subject to any tax withholding required under the
laws of any country, and all payments to EMORY hereunder shall be net of such taxes.

(d) The Applicable Percentage shall be reduced by * * * with respect to any Net Sales with respect to any
Licensed Product in a particular country that is a Licensed Product in such

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         6
country solely because such Licensed Product incorporates Licensed Know-How and is not covered by a Valid
Claim ("Know-How Only Net Sales").

3.3. Milestone Payments. Upon the achievement of each event set forth below, on a Licensed Product-by-
Licensed Product basis, CYBERKINETICS shall pay EMORY the amount indicated below, no later than thirty
(30) days from the occurrence of the indicated event:

                     Event                                                       Milestone
                     -----                                                       ---------
                     * * *                                                          * * *

                     * * *                                                           * * *




Once CYBERKINETICS has made a payment under this Article 3.3 upon the occurrence of U.S. IDE
Approval with respect to a particular Licensed Product, CYBERKINETICS will not be obligated to make any
payments under this Article 3.3 with respect to any other U.S. IDE Approval with respect to a Licensed Product
that is substantially similar to such Licensed Product or that represents only an enhanced or improved version of
such Licensed Product. CYBERKINETICS will be obligated to make only one milestone payment under this
Article 3.3 with respect to each * * *, regardless of the number of Licensed Products that are sold * * *.

3.4. Minimum Annual Royalties. Beginning on the * * * anniversary of the Effective Date, on each anniversary of
the Effective Date CYBERKINETICS shall pay EMORY a minimum annual royalty of * * *.
CYBERKINETICS may credit the minimum annual royalty paid under this Article 3.4 against any royalties that
become payable to EMORY under Article 3.2 during the year to which such minimum annual royalty relates.

3.5. Reimbursement for Patent Costs. CYBERKINETICS shall, within fifteen
(15) days of execution of this Agreement, pay EMORY the sum of * * * to reimburse EMORY for costs
incurred by EMORY as of the execution date of the License Agreement in prosecuting and defending the
Licensed Patents.

3.6. Equity. CYBERKINETICS shall issue to EMORY * * * shares of CYBERKINETICS common stock.
The Equity transaction between CYBERKINETICS and EMORY shall be fully specified in a separate Stock
Purchase Agreement made and entered into as of the Effective Date of this Agreement.

                              ARTICLE 4. REPORTS AND ACCOUNTING

4.1. Royalty Reports and Records. During the term of this Agreement, CYBERKINETICS shall furnish, or
cause to be furnished to EMORY, written reports relating to each of CYBERKINETICS, CYBERKINETICS
's Affiliates and Sublicensees fiscal quarters showing:

(i) the gross selling price of all Licensed Products Sold by CYBERKINETICS, its Affiliates and Sublicensees, in
each country of the Licensed Territory

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        7
during the reporting period, together with the calculations of Net Sales in accordance with Article 1.13;

(ii) the royalties payable in Dollars, which shall have accrued hereunder with respect to such reporting period in
respect to such Net Sales;

(iii) the exchange rates, if any, used in determining the royalties payable;

(iv) a summary of all reports provided to CYBERKINETICS by CYBERKINETICS' Sublicensees;

(v) the occurrence of any event triggering a Milestone Payment obligation in accordance with Article 3.3.

Reports shall be made semiannually until the first Sale of a Licensed Product and quarterly thereafter. Semiannual
reports shall be due within thirty (30) days of the close of every second and fourth CYBERKINETICS fiscal
quarter. Quarterly reports shall be due within thirty (30) days of the close of every CYBERKINETICS fiscal
quarter. CYBERKINETICS shall keep accurate records in sufficient detail to enable royalties and other
payments payable hereunder to be determined. CYBERKINETICS shall be responsible for all royalties and late
payments that are due to EMORY that have not been paid by CYBERKINETICS' Affiliates and Sublicensees.
CYBERKINETICS' Sublicensees shall have, and shall be notified by CYBERKINETICS that they have, the
option of making any royalty payment directly to EMORY.

4.2. Right to Audit. EMORY shall have the right, upon prior notice to CYBERKINETICS, not more than once
in each CYBERKINETICS fiscal year, through an independent public accountant selected by EMORY and
acceptable to CYBERKINETICS, which acceptance shall not be unreasonably refused, to have access during
CYBERKINETICS' normal business hours as may be reasonably necessary to verify the accuracy of the royalty
reports required to be furnished by CYBERKINETICS pursuant to Article 5.1 of the Agreement.
CYBERKINETICS shall include in any sublicenses granted pursuant to this Agreement a provision requiring the
Sublicensee to keep and maintain records of Sales made pursuant to such sublicense and to grant access to such
records by EMORY's independent public accountant. If such independent public accountant's report shows any
underpayment of royalties by CYBERKINETICS, its Affiliates or Sublicensees, within thirty (30) days after
CYBERKINETICS' receipt of such report, CYBERKINETICS shall remit or shall cause its Sublicensees to
remit to EMORY:

(i) the amount of such underpayment; and

(ii) if such underpayment exceeds * * * of the total royalties owed for the fiscal year then being reviewed, the
reasonably necessary fees and expenses of such independent public accountant performing the audit. Otherwise,
EMORY's accountant's fees and expenses shall be borne by EMORY. Any overpayment of royalties shall be
fully creditable against future royalties payable in any subsequent royalty periods.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                           8
4.3. Confidentiality of Records. All information subject to review under this Article 4 shall be confidential. Except
where otherwise provided by law, EMORY and its accountant shall retain all such information in confidence.

                                            ARTICLE 5. PAYMENTS

5.1. Payment Due Dates. Royalties, sublicense fees and other payments payable to EMORY as a result of
activities occurring during the period covered by each royalty report provided for under Article 4 of this
Agreement shall be due and payable within fifteen (15) days of the date such royalty report is due. Payments of
royalties in whole or in part may be made in advance of such due date. Any payment in excess of one hundred
thousand dollars ($100,000.00) shall be made by wire transfer to an account of EMORY designated by
EMORY from time to time; provided, however, that in the event that EMORY fails to designate such account,
CYBERKINETICS or its Affiliates and Sublicensees may remit payment to EMORY at the address applicable
for the receipt of notices hereunder; providing, further, that any notice by EMORY of such account or change in
such account, shall not be effective until fifteen (15) days after receipt thereof by CYBERKINETICS.

5.2. Currency Restrictions. Except as hereinafter provided in this Article 5.2, all royalties shall be paid in Dollars.
If, at any time, legal restrictions prevent the prompt remittance of part of or all royalties with respect to any
country in the Licensed Territory where Licensed Products are Sold, CYBERKINETICS, its Affiliates or
Sublicensees shall have the right and option to make such payments by depositing the amount thereof in local
currency to EMORY's account in a bank or depository in such country.

5.3. Interest. Royalties and other payments required to be paid by CYBERKINETICS pursuant to this
Agreement shall, if overdue, bear interest at the lesser of (a) the maximum applicable legal rate of interest on
overdue commercial accounts or (b) a per annum rate equal of ten percent (10%) until paid. The payment of such
interest shall not foreclose EMORY from exercising any other rights it may have because any payment is
overdue.

                    ARTICLE 6. DEVELOPMENT AND MARKETING PROGRAM

6.1. Diligence Obligations. CYBERKINETICS shall directly, or in collaboration with Affiliates, alliances and
Sublicensees, use commercially reasonable efforts to:

(i) conduct research and development programs relating to the use of Licensed Patents and Licensed Know-
How;

(ii) promptly register Licensed Products with regulatory authorities in the Licensed Territory; and

(iii) market the Licensed Products in accordance with its business plans and objectives.

6.2. Fulfillment; Conversion.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                           9
(a) For purposes of this Agreement, "commercially reasonable efforts" shall mean the use of reasonable efforts
including, to the extent appropriate, pursuing sublicenses or corporate alliances, consistent with those used by
comparable biotechnology companies in the United States in research and development projects for medical
devices or kits deemed to have commercial value comparable to the Licensed Products.

(b) CYBERKINETICS' obligations set forth in this Article 6 shall be deemed to have been fully satisfied during
the following time periods if CYBERKINETICS accomplishes the following specified milestones:

(i) Prior to * * * . CYBERKINETICS causes * * * with respect to * * * to occur prior to * * * ;

(ii) Prior to * * * . CYBERNETICS causes the * * * with respect to a * * * to occur by * * *; and

(iii) After * * * . CYBERNETICS * * * within * * * following the * * * for a Licensed Product.

(c) For clarity, the diligence obligations set forth in this Article 6 are independent of the minimum annual royalties
payable pursuant to Article 3.4 and the payment of such minimum annual royalties will not relieve
CYBERKINETICS of its obligations under this Article 6.

(d) CYBERKINETICS shall provide regular reports to EMORY after submission of its U.S. 510 (k) filing(s) for
Licensed Products concerning the status of such filing(s) until final approval thereof, including any final decision
not to comply with any FDA request.

(e) CYBERKINETICS will notify EMORY promptly after any final decision by CYBERKINETICS to
permanently abandon development of Licensed Products based upon any portion of the Licensed Technology.

(f) In the event CYBERKINETICS fails to meet any diligence requirement set forth herein, EMORY shall have
the option in its sole discretion to (i) terminate the Agreement within the entire Licensed Territory or any portion
of the Licensed Territory for such application or indication, (ii) convert the license granted in this License
Agreement into a nonexclusive license within the entire Licensed Territory or any portion of the Licensed
Territory for such indication, or (iii) terminate the Agreement within a portion of the Licensed Territory and
convert the license granted in this Agreement into a non-exclusive license within a portion of the Licensed
Territory. In order to allow EMORY to determine to exercise any of the foregoing rights, in the event
CYBERKINETICS fails to meet any diligence requirement set forth herein, CYBERKINETICS shall, on
EMORY'S request, subject to agreement between CYBERKINETICS and EMORY of terms and conditions of
confidentiality, permit EMORY to have access to all CYBERKINETICS' data related to CYBERKINETICS'
development efforts with respect to the Licensed Technology for the purpose of allowing EMORY to assess the
commercial potential of the Licensed Technology.

(g) Prior to exercising any rights under this Article, EMORY shall give CYBERKINETICS sixty (60) days' prior
written notice and shall meet with CYBERKINETICS, at

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          10
CYBERKINETICS' request and expense, during such sixty (60) day period, to discuss any disagreements about
whether CYBERKINETICS has complied with the requirements of this Article. CYBERKINETICS shall (i)
within sixty (60) days of CYBERKINETICS' receipt of written notice of such failure, provide to EMORY a
commercially reasonable plan to remedy such failure and (ii) cure such failure in accordance with such plan within
the time provided for under such plan. If CYBERKINETICS fails to provide such a commercially reasonable
plan within sixty
(60) days or does not cure such failure in accordance with such plan within the time provided for under such plan,
EMORY shall have the right in its sole discretion to proceed with the exercise of all rights arid remedies provided
for herein.

6.3. Progress Reports. CYBERKINETICS shall, no less frequently than once every six (6) months until
CYBERKINETICS has achieved Regulatory Approval for a Licensed Product, provide EMORY with a written
report detailing all activities of CYBERKINETICS, its Affiliates and Sublicensees related to developing Licensed
Products and pursuing Regulatory Approval of Licensed Products to the extent reasonably necessary for
EMORY to review CYBERKINETICS' progress under Article
6.2. Such reports shall further, no less frequently than once per year, incorporate sufficient and quantified detail
on the resources allocated by CYBERKINETICS to enable EMORY to determine that CYBERKINETICS is
diligently pursuing its research and development in accordance with its business plans and this Agreement.

6.4. Development Outside United States. As soon as practicable and in accordance with CYBERKINETICS'
corporate goals and its obligations under this Agreement, CYBERKINETICS shall directly, or in collaboration
with Affiliates and Sublicensees, commence its commercially reasonable efforts:

(i) to obtain Regulatory Approval for a Licensed Product in such other countries of the Licensed Territory as
CYBERKINETICS or CYBERKINETICS' Affiliates and Sublicensees deem appropriate; and

(ii) upon Regulatory Approval of a Licensed Product in a particular country diligently commence efforts to market
such Licensed Product in such country.

                                   ARTICLE 7. PATENT PROSECUTION

7.1. CYBERKINETICS shall be responsible for preparing, filing, prosecuting, maintaining and defending all
Licensed Patents. CYBERKINETICS shall provide EMORY with copies of all filings and relevant
documentation and a reasonable opportunity in advance to comment on such filings. CYBERKINETICS will not
abandon any patent application in the Licensed Patents, or make prosecution-related decisions that would have a
material impact on the nature or scope of any claims in such patent applications, without giving EMORY a
reasonable opportunity to comment on such action or decision.

7.2. CYBERKINETICS shall bear all costs in connection with the preparation, filing, prosecution, maintenance
and defense of the Licensed Patents.

7.3. In the event that CYBERKINETICS determines to abandon prosecution of, or to

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        11
cease to maintain, any Licensed Patent in any country, CYBERKINETICS shall so notify EMORY and shall
permit EMORY, in its sole discretion, at EMORY's expense, to continue to prosecute or maintain such Licensed
Patent in such jurisdiction, and CYBERKINETICS shall cooperate with EMORY in regard thereto. If EMORY
does so prosecute, the licenses granted to CYBERKINETICS under Article 2.1 shall terminate in such country
with respect to any Licensed Patents issuing in such country as a result of such prosecution.

7.4. Each party shall, and shall cause its Affiliates, employees, attorneys and agents to, cooperate fully with the
other party and provide all information and data and execute any documents reasonably required or requested in
order to allow the other party to prepare, prosecute, file, and maintain patents and patent applications pursuant to
this Article 7 for no additional compensation.

                                       ARTICLE 8. INFRINGEMENT

8.1. Third Party Infringement. CYBERKINETICS and EMORY shall each promptly notify the other in writing of
any alleged or threatened infringement or claim of invalidity (hereinafter "Infringement") of which they become
aware of patents included in the Licensed Patents, and the parties shall consult concerning the action to be taken.
CYBERKINETICS shall have the right, but not the obligation, to prosecute or defend at its own expense any
such Infringement. In such event, CYBERKINETICS shall have the right, if EMORY is a legally indispensable
party, to bring such suit or action in the name of EMORY. CYBERKINETICS shall pay, on behalf of and
instead of EMORY, any order for costs that may be made against EMORY by reason of it being joined as a
party plaintiff in such proceedings by CYBERKINETICS, provided that EMORY will not be obligated to
reimburse CYBERKINETICS for any costs so paid by CYBERKINETICS. CYBERKINETICS shall have
sole control of any such suit or action and all negotiations for its settlement or compromise; provided, however,
that CYBERKINETICS shall not settle or compromise any such suit or action or enter into any consent order for
the settlement or compromise thereof that adversely affects any rights of EMORY hereunder without the prior
written consent of EMORY, not to be unreasonably withheld.

If, within sixty (60) days after CYBERKINETICS first becomes aware of any Infringement of the Licensed
Patents, CYBERKINETICS fails to cause such Infringement to terminate or to bring a suit or action to compel
termination, EMORY shall have the right, but not the obligation, to bring such suit or action to compel termination
at the sole expense of EMORY. In such event, EMORY shall have the right, if CYBERKINETICS is a legally
indispensable party, to bring such suit or action in the name of CYBERKINETICS. EMORY shall hold pay, on
behalf of and instead of CYBERKINETICS, any order for costs that may be made against CYBERKINETICS
by reason of it being joined as a party plaintiff in such proceedings by EMORY, provided that
CYBERKINETICS will not be obligated to reimburse EMORY for any costs so paid by EMORY. EMORY
shall have sole control of any such suit or action and all negotiations for its settlement or compromise; provided,
however, that EMORY shall not settle or compromise any such suit or action or enter into any consent order for
the settlement or compromise thereof that adversely affects any rights of CYBERKINETICS hereunder without
the prior written consent of CYBERKINETICS, not to be unreasonably withheld.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        12
8.2. Allocation of Recovery. Any recovery or damages derived from an action under this Article 8 shall be used
(i) first to reimburse the initiating party for all legal expenses incurred by it relating to the suit and (ii) second to
reimburse the non-initiating party for all legal expenses incurred by it relating to the suit, with any remaining
recovery allocated between the parties as follows:

(a) To the extent the remaining amount is attributed to sales of such infringing products, CYBERKINETICS shall
receive an amount equal to such amount less the royalties that would have been payable on such sales pursuant to
this Agreement had such sales been made by CYBERKINETICS, which royalty amount shall be paid to
EMORY.

(b) To the extent the remaining amount is attributed to lost royalties owed to EMORY under subparagraph (a) as
a result of the infringement, EMORY shall receive an amount equal to the royalties payable to EMORY under
this Agreement multiplied by any multiple of damages awarded in such action.

(c) Any remaining recovery amount not attributed to sales of such infringing products shall be divided with sixty-
seven percent (67%) of such remaining amount allocated to the party initiating such proceedings and thirty-three
percent (33%) of such remaining amount allocated to the non-initiating party.

8.3. Offset by CYBERKINETICS. CYBERKINETICS shall not offset its out-of-pocket expenses incurred in
regard to any such legal proceedings which CYBERKINETICS initiates or carries on against any royalty
payments or other payments owed to EMORY except in the case of an action initiated independently by a third
party to invalidate any claims of the Licensed Patents, such as through a reexamination. If such action occurs,
CYBERKINETICS may suspend royalty payments payable to EMORY until the action is concluded, at which
time CYBERKINETICS will make such suspended royalty payments to EMORY based upon the Valid Claims
then existing with respect to the Licensed Patents.

8.4. EMORY's Right to Pursue Third Party Infringers If CYBERKINETICS shall fail, within sixty (60) days after
receiving notice from EMORY of a potential infringement, or providing EMORY with notice of such infringement,
to either (a) terminate such infringement or (b) institute an action to prevent continuation thereof and, thereafter to
prosecute such action diligently, or if CYBERKINETICS notifies EMORY that it does not plan to terminate the
infringement or institute such action, then EMORY shall have the right to do so at its own expense.
CYBERKINETICS shall cooperate with EMORY in such effort including being joined as a party to such action
if necessary. EMORY shall be entitled to retain all damages or costs awarded to EMORY in such action.

               ARTICLE 9. EXCLUSION OF WARRANTIES AND INDEMNIFICATION

9.1. Warranties of EMORY.

(a) EMORY represents and warrants that, to the best of its knowledge:

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                            13
(i) EMORY has disclosed to CYBERKINETICS all potential patent rights in the control of third parties known
to EMORY which may be needed to commercialize the Licensed Patents, provided that for purposes of this
representation and warranty, "EMORY" shall mean the Inventor and any employees of EMORY who work in
the technology transfer area, and CYBERKINETICS acknowledges that EMORY has not undertaken any
investigation with respect to the potential patent rights of any third party; and

(ii) Appendix A is a complete list of all patents and patent applications included in the Licensed Patents as of the
date hereof. EMORY will from time to time during the term of this Agreement, promptly provide
CYBERKINETICS with, upon request, with an updated version of Appendix A.

(iii) EMORY is not aware of any patent infringement or notice of any pending claim of infringement in respect of
the Licensed Patents.

(b) EMORY further represents and warrants that it is the exclusive owner of all rights, title and interests in the
patents and patent applications identified in Appendix A as of the date hereof, subject to the rights of the U.S.
Government.

9.2. Warranties of Each Party. Each party hereto represents to the other that it is free to enter into this
Agreement and to carry out all of the provisions hereof, including, in the case of EMORY, its grant to
CYBERKINETICS of the license described in Article 2.1.

9.3. Merchantability and Exclusion of Warranties. CYBERKINETICS possesses the necessary expertise and
skill in the technical areas pertaining to the Licensed Patents, Licensed Products and Licensed Know-How to
make, and has made, its own evaluation of the capabilities, safety, utility and commercial application of the
Licensed Patents, Licensed Products and Licensed Know-How.
ACCORDINGLY, EXCEPT AS SET FORTH IN ARTICLE 9.1 AND 9.2, EMORY DOES NOT MAKE
ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE LICENSED
PATENTS, LICENSED KNOW-HOW OR LICENSED PRODUCTS AND EXPRESSLY DISCLAIMS
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY,
OR COMMERCIAL APPLICATION OF THE LICENSED PATENTS, LICENSED KNOW-HOW OR
LICENSED PRODUCTS.

9.4. Indemnification by CYBERKINETICS. CYBERKINETICS shall defend, indemnify, and hold harmless the
EMORY Indemnitees, from and against any and all claims, demands, losses, liabilities, expense, or damage
(including investigative costs, court costs and reasonable attorneys' fees) the EMORY Indemnitees may suffer,
pay, or incur as a result of claims, demands or actions against any of the EMORY Indemnitees arising or alleged
to arise by reason of, or in connection with, any and all personal injury (including death) and property damage
caused or contributed to, in whole or in part, by CYBERKINETICS' or CYBERKINETICS' Affiliates,
contractors, agents, or Sublicensees' manufacture, testing, design, use, Sale, or labeling of any Licensed
Products. CYBERKINETICS' obligations under this Article shall survive the expiration

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          14
or termination of this Agreement for any reason.

9.5. Insurance. Without limiting CYBERKINETICS' indemnity obligations under Article 9.4,
CYBERKINETICS shall, prior to any clinical trial or Sale of any Licensed Product, cause to be in force, an
"occurrence based type" or "claims made type" (with reasonable tail coverage) liability insurance policy which:

(a) insures Indemnitees for all claims, damages, and actions mentioned in Article 9 of this Agreement; and

(b) includes a contractual endorsement providing coverage for all liability which may be incurred by Indemnitees
in connection with this Agreement; and

(c) requires the insurance carrier to provide EMORY with no less than thirty (30) days' written notice of any
change in the terms or coverage of the policy or its cancellation; and

(d) provides Indemnitees a comprehensive general/product liability coverage in an amount no less than * * * per
occurrence for bodily injury and
* * * per occurrence for property damage, subject to a reasonable aggregate amount; and

(e) in the event that CYBERKINETICS, its Affiliates or Sublicensees decide to go to market with a Licensed
Product it shall, to the extent available at commercially reasonable rates arrange (prior to the Sale of any
Licensed Product) and shall continue for the term of this Agreement and for a period of
* * * years thereafter an insurance policy or policies of product liability which provide Licensee, its affiliates or
Sublicensees with coverage for injury or damage arising to users of Licensed Products in an amount no less than
* * * per claim, subject to annual aggregate of * * *; and

(f) CYBERKINETICS shall provide EMORY with a copy of any such insurance policy prior to the
commencement of clinical trials or the first Sale of any Licensed Product and on each renewal and/or replacement
of the policy together with a copy of any schedule and evidence of payment of the premium. Company will also
advise EMORY with written notice within 30 days of any material change in the terms or coverage of the policy
or its cancellation.

(g) EMORY may periodically review the adequacy of the minimum limits of liability insurance specified in this
Article 9.5. EMORY reserves the right to require CYBERKINETICS to adjust the liability insurance coverage
above within reason and without significantly increasing CYBERKINETICS' annual insurance premiums.

9.6. Occurrence Based Coverage Not Available. If CYBERKINETICS is unable to obtain "occurrence based
type" liability insurance, CYBERKINETICS shall procure "claims made type" liability coverage to be effective
prior to any clinical trial or Sale of any Licensed Products, and throughout the term of this Agreement and "tail
coverage", extending at least ten (10) years after termination of this Agreement. CYBERKINETICS shall notify
EMORY prior to its first clinical trial or commercial Sale of any Licensed Product, of all insurance coverage and

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         15
other assets available to CYBERKINETICS to meet CYBERKINETICS' obligations under Article 9 of this
Agreement.

9.7. Notice of Claims: Indemnification Procedures.

(a) CYBERKINETICS shall promptly notify EMORY of any claims involving any Indemnitees for which
indemnification is or may be provided in Article 9.4 and shall advise EMORY of the policy amounts that might be
needed to defend and pay any such claims.

(b) An Indemnitee, which intends to claim indemnification under this Article shall promptly notify the other party
(the "Indemnitor") in writing of any matter in respect of which the Indemnitee or any of its employees or agents
intend to claim such indemnification. The Indemnitee shall permit, and shall cause its employees and agents to
permit, the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such
defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely affect the
Indemnitee's rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in
order for it to exercise such rights and that the Indemnitee makes no statement or undertakes any action that may
prejudice the ability of the Indemnitor to settle any such claim. No such matter shall be settled without the prior
written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs
incurred other than as provided herein. The Indemnitee, its employees and agents shall cooperate fully with the
Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable
indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its
own selection and at its expense.

                                      ARTICLE 10. CONFIDENTIALITY

10.1. Treatment of Confidential Information. Except as otherwise provided hereunder, during the term of this
Agreement and for a period of * * * thereafter:

(i) CYBERKINETICS and its Affiliates and Sublicensees shall retain in confidence and use only for purposes of
this Agreement, any written information and data supplied by EMORY to CYBERKINETICS under this
Agreement and marked as proprietary;

(ii) EMORY shall retain in confidence and use only for purposes of this Agreement any written information and
data supplied by CYBERKINETICS or on behalf of CYBERKINETICS to EMORY under this Agreement and
marked as proprietary.

For purposes of this Agreement, all such information and data which, a party is obligated to retain in confidence
shall be called "Information".

10.2 Right to Disclose. To the extent that it is reasonably necessary to fulfill its obligations or exercise its rights
under this Agreement, or any rights which survive termination or expiration hereof, each party may disclose the
other Party's Information to its Affiliates, Sublicensees, consultants, outside contractors, governmental regulatory
authorities and clinical.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                          16
investigators and in the case of CYBERKINETICS, its collaborators and potential investors, on the condition
that such entities or persons agree:

(i) to keep such Information confidential for at least the same time periods and to the same extent as the
disclaiming party is required to keep the Information confidential;

(ii) to use such Information only for such purposes as the disclosing party is authorized to use the Information
under this Agreement;

(iii) not to use EMORY's name for any commercial purpose without the prior written consent of EMORY.

Each party, its Affiliates and Sublicensees may disclose the other party's Information to the government or other
regulatory authorities to the extent that such disclosure is necessary for the prosecution and enforcement of
patents included within the Licensed Patents, or authorizations to conduct clinical trials or commercially market
Licensed Products, provided that such party is entitled to engage in such activities under this Agreement or is
legally required to make such disclosures.

10.3. Release from Restrictions. The obligation not to disclose the other party's Information shall not apply to any
part of such Information that:

(i) is or becomes disclosed in a patent or patent application, published or otherwise part of the public domain,
other than by unauthorized acts of the receiving party or its Affiliates or Sublicensees in contravention of this
Agreement;

(ii) is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such third
party was not obligated to the other party to keep such information confidential; or

(iii) prior to disclosure under this Agreement, was already in the possession of the receiving party, its Affiliates or
Sublicensees, provided that such Information was not obtained directly or indirectly from the other party under
this Agreement with an obligation to keep such information confidential;

(iv) the receiving party is able to demonstrate results from research and development by the receiving party or its
Affiliates or Sublicensees independent of disclosures from the other party, provided that the persons developing
such information have not had exposure to the Information received from the disclosing party;

(v) is required by law to be disclosed by the receiving party, provided that the receiving party shall notify the
other party immediately upon learning of such requirement in order to give the other party reasonable opportunity
to oppose such requirement; or

(vi) the disclosing party agrees in writing may be disclosed.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                           17
                                ARTICLE 11. TERM AND TERMINATION

11.1. Term. Unless sooner terminated as otherwise provided in this Agreement, the term of this Agreement shall
commence on the Effective Date and shall continue in full force and effect, until * * *.

11.2. Termination. EMORY shall have the right to terminate this Agreement upon the occurrence of any one or
more of the following events and provided that EMORY has given CYBERKINETICS the notice required in
Article 11.3 and CYBERKINETICS has failed to cure the breach described in such notice:

(a) failure of CYBERKINETICS to make any payment required pursuant to this Agreement when due;

(b) failure of CYBERKINETICS to render reports to EMORY as required by this Agreement;

(c) the institution of any proceeding by CYBERKINETICS under any bankruptcy, insolvency, or moratorium
law;

(d) any assignment by CYBERKINETICS of substantially all of its assets for the benefit of its creditors;

(e) placement of CYBERKINETICS' assets in the hands of a trustee or a receiver unless the receivership or trust
is dissolved within thirty (30) days thereafter and provided that in the case of in involuntary bankruptcy
proceeding, which is contested by CYBERKINETICS, such termination shall not become effective until the
bankruptcy court of jurisdiction has entered an order upholding the petition;

(f) a formal decision reduced to writing and delivered to EMORY by CYBERKINETICS or
CYBERKINETICS' assignee of all of CYBERKINETICS' rights under this Agreement to quit the business of
commercializing the Licensed Patents and Licensed Know-How or developing or selling Licensed Products; or

(g) the breach by CYBERKINETICS of any other material term of this Agreement.

11.3. Exercise. Subject to Article 15.11, EMORY may exercise its right of termination by giving
CYBERKINETICS, its trustees, receivers or assigns, thirty
(30) days' (or such other extended period agreed in writing by the parties) prior written notice of EMORY's
election to terminate. Such notice shall include the basis for such termination. Upon the expiration of such period,
this Agreement shall automatically terminate unless CYBERKINETICS has cured the breach where such breach
is capable of being remedied within such period or extended period as applicable. Such notice and termination
shall not prejudice EMORY's right to receive royalties up to the point of termination or other sums due to
EMORY hereunder and shall not prejudice any cause of action or claim of EMORY accrued or to accrue on
account of any breach or default by

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         18
CYBERKINETICS.

11.4. Failure to Enforce. The failure of EMORY, at any time, or for any period of time, to enforce any of the
provisions of this Agreement, shall not be construed as a waiver of such provisions or as a waiver of the right of
EMORY thereafter to enforce each and every such provision of this Agreement.

11.5. Termination by CYBERKINETICS. CYBERKINETICS shall have the right to terminate this Agreement
upon the occurrence of either of the following events:

(a) the breach of a material term of this Agreement by EMORY;

(b) if the Sale of Licensed Products requires approval by any government agency, and after diligent pursuit of
such approval, including but not limited to: performing all reasonable tests or analyses as prescribed by such
agency regulations; submitting all relevant data to such agency; and pursuing reasonable available administrative
procedures and appeal processes permitted by such agency and applicable law, CYBERKINETICS reasonably
determines it is unable to obtain approval for the Sale of Licensed Products or reasonably determines such
approval would, in CYBERKINETICS' sole judgment, be too restrictive to justify continued development of a
Licensed Product, CYBERKINETICS may notify EMORY in writing of the final denial of approval to Sell
Licensed Products and CYBERKINETICS' desire to terminate this Agreement or parts hereof related to specific
Licensed Technology from which such Licensed Products that are denied Regulatory Approval have been
developed; or

(c) upon CYBERKINETICS' convenience, upon ninety (90) days' written notice to EMORY, provided that no
such termination shall relieve CYBERKINETICS of its obligation under Articles 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
with respect to any milestone achieved and other payments made prior to the effective date of such termination.

11.6. Exercise. CYBERKINETICS may exercise its right of termination pursuant to Article 11.5(a), by giving
EMORY thirty (30) days' prior written notice of CYBERKINETICS' election to terminate. The notice shall
include the basis for such termination. Upon the expiration of such period, this Agreement shall automatically
terminate unless EMORY has cured the breach. Such notice of termination shall not prejudice any cause of action
or claim of CYBERKINETICS accrued or to accrue on account of any breach or default by EMORY.

CYBERKINETICS may exercise its right of termination pursuant to Article
11.5 (b) as a result of the failure to obtain governmental approval to sell Licensed Products by providing
EMORY with a formal written request for such termination enclosing evidence of the final denial of governmental
approval.

CYBERKINETICS may exercise its right of termination pursuant to Article
11.5 (c) by providing EMORY with written notice of such termination.

11.7. Effect. In the event this Agreement is terminated because of CYBERKINETICS' default,
CYBERKINETICS shall return, or at EMORY's direction destroy, all data, writings and other documents and
tangible materials, containing EMORY's Information and supplied to

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        19
CYBERKINETICS by EMORY.

Where the default for which this Agreement is terminated is set forth under Articles 11.2(c) through (f) inclusive,
subject to agreement between CYBERKINETICS and EMORY of terms and conditions of confidentiality,
CYBERKINETICS shall provide EMORY access to CYBERKINETICS' product files pertaining to the
Licensed Products and design dossiers as well as data generated by CYBERKINETICS' contractors and agents
in the course of CYBERKINETICS' efforts to develop Licensed Products or obtain governmental approval for
the Sale of Licensed Products to permit EMORY to assess the commercial potential of the Licensed Technology.
CYBERKINETICS agrees to negotiate in good faith with EMORY and/or any potential licensee of the Licensed
Technology with respect to a license or sale of information, data and research results then owned or controlled by
CYBERKINETICS, including, but not limited to, toxicity, efficacy and market research, to the extent such
information, data and research results are pertinent to the Licensed Technology. In such event,
CYBERKINETICS shall also grant EMORY and any replacement licensee of the Licensed Technology the right
to cross reference any regulatory filings (e.g.
510 (k), Registrations) made by CYBERKINETICS or its Affiliates with the FDA or any corresponding foreign
regulatory agency, in exchange for which EMORY or such replacement licensee will reimburse
CYBERKINETICS, on terms and at a rate to be negotiated in advance in good faith by the parties involved,
based on all reasonable and documented direct and indirect, out-of-pocket costs incurred by
CYBERKINETICS in pursuing such regulatory approvals. CYBERKINETICS shall cooperate (but shall not be
required to incur any expense) with any such third parties in pursuing governmental approval to sell any product
covered by any patent application or issued patent (which was formerly a Licensed Patent licensed b1 EMORY
to such third party.

                                        ARTICLE 12. ASSIGNMENT

CYBERKINETICS may grant, transfer, convey, or otherwise assign any or all of its rights and obligations under
this Agreement in conjunction with the transfer of all, or substantially all, of the business interests of
CYBERKINETICS to which this Agreement relates including for the purposes of corporate re-organization.
EMORY's written consent, which shall not be unreasonably withheld, shall be required prior to any other
assignment of CYBERKINETICS' rights or obligations under this Agreement.

                                        ARTICLE 13. BANKRUPTCY

In the event that CYBERKINETICS, for any reasons, plans the institution of any proceeding under any
bankruptcy, insolvency, or moratorium law of any countries, CYBERKINETICS shall notify EMORY of its plan
at least One Hundred and Twenty (120) days prior to the official filing of such bankruptcy, insolvency, or
moratorium with government or legal authorities. In the event that this Agreement or CYBERKINETICS' license
to the Licensed Technology is transferred, sold, novated or otherwise provided to a third party (the "Transferee")
as part of a bankruptcy or insolvency settlement under the ruling of a court of competent jurisdiction, the
obligations to pay royalties and other payments to EMORY shall be borne by such Transferee.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        20
                                          ARTICLE 14. PUBLICITY

Neither party shall use the name of the other, nor of any employee of such party, in any publicity, marketing
efforts, news release or any other commercial activities without the prior written approval of an authorized
representative of the other party. Notwithstanding the foregoing, either party may disclose the terms of this
Agreement and the parties' relationship as required by law.

                                      ARTICLE 15. MISCELLANEOUS

15.1. Arbitration. Any disputes under this Agreement, shall be resolved through arbitration conducted under the
auspices of the American Arbitration Association pursuant to that organization's rules for commercial arbitration
and shall have the right to enforce any such arbitral award. Any hearings shall be held in Atlanta, Georgia. Both
parties agree to be bound by any arbitral award without prejudice to any other rights at law.

15.2. Export Controls. CYBERKINETICS acknowledges that EMORY is subject to United States laws and
regulations controlling the export of technical data, biological materials, chemical compositions and other
commodities and that EMORY's obligations under this Agreement are contingent upon compliance with
applicable United States export laws and regulations. The transfer of technical data, biological materials, chemical
compositions and commodities may require a license from the cognizant agency of the United States government
or written assurances by CYBERKINETICS that CYBERKINETICS shall not export data or commodities to
certain foreign countries without the prior approval of certain United States agencies. EMORY neither represents
that an export license shall not be required nor that, if required, such export license shall be issued.

15.3. Legal Compliance. CYBERKINETICS shall use reasonable commercial efforts to comply with all laws
and regulations relating to its manufacture, use, Sale, labeling or distribution of Licensed Products and shall not
knowingly take any action that would cause EMORY or CYBERKINETICS to violate any laws or regulations.

15.4. Independent Contractor. CYBERKINETICS' relationship to EMORY shall be that of a licensee only.
CYBERKINETICS shall not be the agent of EMORY and shall have no authority to act for, or on behalf of,
EMORY in any matter. Persons retained by CYBERKINETICS as employees or agents shall not, by reason
thereof, be deemed to be employees or agents of EMORY.

15.5. Patent Marking. CYBERKINETICS shall mark Licensed Products Sold in the United States with United
States patent numbers in accordance with applicable U.S. laws as in effect from time to time. Products
manufactured or Sold in other countries shall be marked in compliance with the intellectual property laws in force
in such foreign countries.

15.6. Place of Execution. This Agreement and any subsequent modifications or amendments hereto shall be
deemed to have been executed in the State of Georgia. This

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         21
Agreement shall not become effective or binding upon EMORY until signed by its Assistant Vice President and
Director of the Office of Technology Transfer in the State of Georgia.

15.7. Governing Law. This Agreement and all amendments, modifications, alterations, or supplements hereto,
and the rights of the parties hereunder, shall be construed under and governed by the laws of the State of Georgia
and the United States of America. Unless otherwise resolved under the provisions of Article 15.1, only courts in
the State of Georgia shall have jurisdiction to hear and decide any controversy or claim between the parties
arising under or relating to this Agreement.

15.8. Entire Agreement. This Agreement constitutes the entire agreement between EMORY and
CYBERKINETICS with respect to the subject matter hereof and shall not be modified, amended or terminated,
except as herein provided or except by another agreement in writing executed by the parties hereto.

15.9. Survival. Articles 9, 10, 11, 14, and 15 shall survive termination of this Agreement for any reason. Article
11.7 shall survive termination pursuant to Article 11.2.

15.10. Severability. All rights and restrictions contained herein maybe exercised and shall be applicable and
binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion
of any provision of this Agreement, not essential to the commercial purpose of this Agreement, shall be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the
remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof,
and all such remaining provisions, or portions thereof, shall remain in full force and effect. To the extent legally
permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid
provision, which shall implement the commercial purpose of the illegal, invalid, or unenforceable provision. In the
event that any provision essential to the commercial purpose of this Agreement is held to be illegal, invalid or
unenforceable and cannot be replaced by a valid provision which will implement the commercial purpose of this
Agreement, this Agreement and the rights granted herein shall terminate provided, however, that it is replaced
forthwith by a legally enforceable substitute agreement that maintains the contractual relationship between the
parties as contemplated herein including specifically, the rights and privileges granted to CYBERKINETICS in
respect of the Licensed Technology.

15.11. Force Majeure. Any delays in, or failure of performance of any party to this Agreement, shall not
constitute a default hereunder, or give rise to any claim for damages, if and to the extent caused by occurrences
beyond the control of the party affected, including, but not limited to, acts of God, strikes or other concerted acts
of workmen, civil disturbances, fires, floods, explosions, riots, war, rebellion, sabotage, acts of governmental
authority or failure of governmental authority to issue licenses or approvals which may be required.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                         22
                                           ARTICLE 16. NOTICES

All notices, statements, and reports required to be given by one party to the other shall be in writing and shall be
deemed to have been given (i) upon electronic confirmation of delivery, if sent by facsimile to the recipient below
followed by a copy which shall be sent by overnight delivery to the same recipient, or (ii) upon delivery in person,
or (iii) upon the expiration of five
(5) days after deposit in a lawful mail depository in the country of residence of the party giving the notice,
registered or certified postage prepaid, and addressed as follows:

                 To EMORY:                          Director, Office of Technology Transfer
                                                    Emory University
                                                    2009 Ridgewood Drive
                                                    Atlanta, Georgia 30322




Notices related to EMORY's equity position in CYBERKINETICS, which include, but are not limited to, stock,
stock options, voting rights, etc. should be sent to:

                                              Emory University
                                              Office of Vice President for Finance & Treasurer
                                              312 Administration Building
                                              Atlanta, GA 30322

            To CYBERKINETICS :                President
                                              Cyberkinetics, Inc.
                                              109 Hazard Avenue
                                              Providence, RI 02906

            With a copy to:                   Ropes & Gray
                                              One International Place
                                              Boston, MA 02110
                                              Attn: Geoffrey B. Davis, Esq.




Either party hereto may change the address to which notices to such party are to be sent by giving notice to the
other party at the address and in the manner provided above. Any notice may be given, in addition to the manner
set forth above, by courier, facsimile or email, provided that the party giving such notice obtains
acknowledgement by courier, facsimile or email that such notice has been received by the party to be notified.
Notice made in this manner shall be deemed to have been given when such acknowledgement has been
transmitted.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                        23
IN WITNESS WHEREOF, EMORY and CYBERKINETICS have caused this Agreement to be signed by
their duly authorized representatives, as of the Effective Date.

          EMORY UNIVERSITY:                                     CYBERKINETICS, INC.:

          By: _______________________________________           By:_______________________________

          Name: Mary L. Severson, Ph.D., J.D.                   Name:_____________________________

          Title: Assistant Vice President & Director,           Title:____________________________
                 Office of Technology Transfer




*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                       24
Appendix A Licensed Patents

U.S. Patent No. * * * for "* * *" Issued * * *.

*** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has
been filed separately with the Commission.

                                                       25
                                                Exhibit 21.1

                                      Subsidiaries of the Registrant

Cyberkinetics, Inc., a Delaware corporation CYBK, Inc., a Rhode Island corporation (subsidiary of
Cyberkinetics, Inc.)
                                                 Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated June 30,
2004 (except for Notes 8 and 15 as to which the date is July 23, 2004), in the Registration Statement Form SB-
2 and related Prospectus of Cyberkinetics Neurotechnology Systems, Inc. to be filed on or about December 3,
2004.

                                                                             /s/ Ernst & Young LLP

         Boston, Massachusetts

         November 30, 2004