exhibit 10. 7 2 / 8 / 95 mk : dcr cms. agr license agreement this agreement is effective as of the 8th day of february 1995, between california institute of technology, 1201 east california boulevard, pasadena, california 91125 ( “ caltech ” ) and clinical micro sensors, inc., 428 south sierra bonita avenue, pasadena, ca 91106 ( “ cms ” ), a corporation of the state of california : whereas, caltech, has been engaged in basic research relating to nucleic acid mediated electron transfer and cell and tissue - specific mri contrast agents ; whereas, caltech owns full right, title and interest in united states patent application number 08 / 166, 036 filed december 10, 1993 entitled “ nucleic acid mediated electron transfer ” ( cit 2222 ) and to an invention entitled “ cell and tissue - specific mri contrast agents ” ( cit 2223 ) which will be the subject of a united states patent application and has the requisite power and authority to enter into this agreement and to convey to cms the interests herein ; whereas, currently herewith caltech is receiving a five percent ( 5 % ) equity interest in cms ; whereas, cms, is desirous of an exclusive license to the aforementioned united states patent application and invention, and to certain divisions, continuations and continuation - in - part applications of the aforementioned application. now, therefore, the parties agree as follows : article i definitions 1. “ subject technology ” means any, product or process covered by any claim in a licensed patent. 2. “ licensed method ” means any process or method, the use or practice of which would constitute an infringement of a valid claim of a licensed patent in that country in which the licensed method is used or practiced. 3. “ licensed product ” means ( a ) any product which cannot be manufactured, used or sold without infringing a valid claim of a licensed patent or ( b ) the practice of the licensed method. 4. “ licensed patent ” means any patent issued from the aforementioned united states patent application and invention and any continuation, continuation - in - part, divisions, reissues, re - examinations, and any foreign counterparts thereof. 5. “ deductible expenses ” means all costs incurred in connection with sales of licensed products to the extent paid or allowed by cms and included in accordance with recognized principles of accounting in the gross sales price billed : ( i ) sales,