exhibit 10. 5 evaluation, option and license agreement between the university court of the university of glasgow and heart test laboratories dated : ref : uof00l. 02173 exhibit 10. 5 evaluation, option and license agreement between the university court of the university of glasgow and heart test laboratories dated : ref : uof00l. 02173 evaluation, option and licence agreement between the university court of the university of glasgow, incorporated under the universities ( scotland ) act 1889 and having its principal office at university avenue, glasgow, g12 8qq, a registered scottish charity in terms of section 13 ( 2 ) of the charities and trustee investment ( scotland ) act 2005 ( charity number sc004401 charity name “ university of glasgow court ” ) ( the university ) ; and heart test laboratories, incorporated under the laws of texas, united states with registration number 800859060 and having its registered office at 9 village circle, suite 527, westlake, tx 76262, usa ( the company ). whereas ( a ) the university has developed the technology. ( b ) the company wishes to evaluate the technology and thereafter, if the evaluation is successful, to be granted a licence to commercially exploit the technology and the university has agreed to consider the granting of such a licence to the company on the terms and conditions set out in this agreement. the parties agree as follows : 1. definitions and interpretation 1. 1. in this agreement ( including the recitals ) unless the context otherwise requires the following words and expressions shall have the following meanings : agreement means this agreement and any amendments to it ; commencement date means the date of execution of this agreement by the university ; evaluation fee means the non - refundable sum of fifteen thousand us dollars ( $ 15, 000 usd ) ; evaluation period means the period commencing on the commencement date and expiring on the earlier of the six ( 6 ) month anniversary of the commencement date and the option exercise date ; evaluation rights means the rights granted by the university to the company under clause 3 ; initial licence period means the period of five ( 5 ) years commencing on the option exercise date ; intellectual property rights means any and all patents, copyright, registered designs, design rights, registered and unregistered trade marks, database rights, know how and any other intellectual property rights anywhere in the world relating to the program including any and all applications for such rights and the right to make such applications ; know how means all information and data relating