ex - 10. 1 license agreement this license agreement ( this " agreement " ) effective as of the 25th day of april, 2008 ( " effective date " ), is between pari pharma gmbh, a german corporation with a principal place of business at moosstrasse 3, d - 82319 starnberg, germany ( " pari " ) and transave, inc., a delaware corporation with registered offices at 11 deer park drive, suite 117, monmouth jct., nj 08852, united states of america ( “ transave ” ). each of pari and transave shall be referred to as a “ party, ” and collectively the “ parties. ” recitals whereas, transave has acquired, developed and produced certain technology and formulation rights commonly referred to as arikace™, a proprietary amikacin antibiotic based on transave ’ s proprietary sustained release liposomal technology for inhalation, for the treatment and prevention of pseudomonas aeruginosa infection in patients with cystic fibrosis and bronchiectasis ; whereas, pari is in the business of developing and commercializing drug nebulizer devices and drug formulation methodologies, and pari has developed a drug nebulizer device ; whereas, pari and transave have entered into a clinical supply agreement effective the 4th day of april 2007 ( the “ clinical supply agreement ” ) ; whereas, pari gmbh and transave entered into a feasibility study agreement dated the 10th day of january 2007, which was assigned and transferred to pari on the 27th of march 2007 ( “ feasibility agreement ” ) ; whereas, pari and transave executed a statement of work no. 3 for the feasibility agreement on the 26th day of october 2007 ( “ feasibility statement of work no. 3 ” ) ; whereas, transave desires to use a pari drug nebulizer device for aerosolizing arikace for pulmonary delivery, and pari desires to optimize its drug nebulizer device for aerosolizing transave ’ s arikace for pulmonary delivery ; and whereas, pari desires to perform evaluation, research and development activities with transave related to pari ’ s nebulizer device technology, and transave desires to pay pari for such activities and to obtain a license to certain pari intellectual property rights in connection with the development and commercialization of arikace with an optimized pari nebulizer device, all