Fill and Sign the Agreement and Plan of Merger Torvec Subsidiary Corp Form

Exclusive Option Agreement This Exclusive Option Agreement is made and effective this ________________, by and between UTEK CORPORATION (UTEK), offices located at 202 South Wheeler Street, Plant City, Florida 33566 and JOHNS HOPKINS UNIVERSITY offices located at 708 N. Wyman Park Center, Baltimore, Maryland 21218. Now, therefore, both parties agree as follows: 1. JOHNS HOPKINS UNIVERSITY hereby grants to UTEK an exclusive option to license on an exclusive basis the following technology: Technology Description Title: Patent #: Date Applied for: Date Awarded: Patent Application #: Date Applied for:Inventors: Copyright: [yes or no] If yes than provide description: Date Applied for: Field of Use: All [yes or no] If no then describe limited fields of use: Territory: World-wide [yes or no] If no then describe limited territory: 2. The term for this exclusive option is 12 months unless extended by agreement of both parties in writing. 3. During the term of this option, UTEK will use its best efforts to merchandise the above-described technology at terms acceptable to JOHNS HOPKINS UNIVERSITY. JOHNS HOPKINS UNIVERSITY may accept or reject, at its' discretion, any offer presented by UTEK for the licensing of this technology. 4. During the term of this option, JOHNS HOPKINS UNIVERSITY will use its best efforts to provide UTEK with the information it requires to market the above-described technology. 5. This Agreement shall be governed by and be construed in accordance with the laws of the state of Maryland 21218. 6. This Agreement constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral. This Agreement may be amended, supplemented or changed, only by an Agreement in writing, signed by both of the parties. 7. Any notice to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by overnight courier service as follows: UTEK CORPORATION 202 South Wheeler Street, Plant City, Florida 33566 JOHNS HOPKINS UNIVERSITY 708 N. Wyman Park Center, Baltimore, Maryland 21218 8. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first above written. UTEK CORPORATION JOHNS HOPKINS UNIVERSITY - --------------------------------- ---------------------------------- -- By: Clifford M. Gross, Ph.D., CEO By: Nina M. Siegler, CFA-Director Office of Technology Transfer