Trademark License Agreement

EXHIBIT 10.37

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (" Agreement" ), entered into and effective as of the latest date indicated in the signature block at the foot of this Agreement (the " Effective Date" ), is by and between SALUMEDICA, LLC, a Georgia Limited Liability Company with offices located at 112 Krog Street, Suite 4, Atlanta, Georgia 30307 (" SaluMedica" or the " Licensor" ); and SpineMedica Corp., a Florida Corporation with offices located at 1234 Airport Road, Suite 105 Destin, Florida 32541 (" SpineMedica" or the " Licensee" ).

BACKGROUND WHEREAS SaluMedica is the owner of certain intellectual property rights; and WHEREAS SpineMedica is desirous obtaining and commercializing these intellectual property rights under the terms set forth below.

NOW THEREFORE, in consideration of ten dollars ($10) in hand paid, the execution and delivery on the date hereof that certain Technology License Agreement between the parties (the " Technology License" ), and the promised performance by each of the parties of the terms set forth herein, the parties hereto, intending to be legally bound, mutually agree as follows:

TERMS OF AGREEMENT

I. Grant of License

1.1 SaluMedica hereby grants SpineMedica an exclusive, royalty free, fully paid, worldwide, perpetual (except as provided herein license (" License" ) to use the trademark(s) and associated trademark registration(s) listed in Exhibit " A" (the " Trademark Portfolio" ) in connection with neurological and orthopedic uses, including muscular and skeletal uses, related to the rotator cuff and the hand (excluding the wrist) (the " Licensed Field of Use" ).

1.2 SaluMedica may terminate this Agreement if SpineMedica is in material breach of this Agreement and has not cured the breach within sixty (60) days written notice of such breach, and the Agreement will alternatively terminate upon the occurrence of the first of the following events:

(a) SpineMedica may terminate this Agreement with thirty (30) days written notice;

(b) SaluMedica may terminate this Agreement with thirty (30) days written notice if it terminates the Technology License.

(c) this Agreement will automatically terminate if SpineMedica files for bankruptcy protection, and in this event SaluMedica may, at its own discretion, elect to assume or cancel any sublicenses that SpineMedica has granted under this Agreement; (d) this Agreement will automatically terminate, on an asset-by-asset basis, if SpineMedica abandons use of any asset in the Trademark Portfolio. In the event that


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SpineMedica elects to affirmatively abandon use of any asset in the Trademark Portfolio, it will promptly provide SaluMedica with written notice of this decision.

1.3 SpineMedica may sublicense its rights under this Agreement provided that the sublicense includes a written agreement that imposes substantially the same obligations on the sublicensee, and grants both SaluMedica and SpineMedica the same rights of trademark protection, as those stated in Article III of this Agreement. SpineMedica will promptly provide SaluMedica with written notice of any such sublicense.

1.4 SaluMedica may not use, assign or otherwise transfer any rights to the Trademark Portfolio within the Licensed Field of Use.

1.5 SaluMedica may assume or collateralize this Agreement, in whole or in part, and will promptly provide SpineMedica with written notice of any such agreement.

1.6 SpineMedica may assume or collateralize this Agreement, in whole or in part, and will promptly provide SaluMedica with written notice of any such agreement.

1.7 In the event that SaluMedica elects to abandon any assets in the Trademark Portfolio, then SpineMedica may elect to receive an assignment of that asset, subject to any sublicenses that SaluMedica has granted to third parties in that asset, at no cost to SpineMedica.

1.8 In the event that SaluMedica files for bankruptcy protection, then SpineMedica may elect to receive an assignment of the Trademark Portfolio, subject to any sublicenses that SaluMedica has granted to third parties in the Trademark Portfolio, at no cost to SpineMedica. II. Payment

2.1 The License granted to SpineMedica in this Agreement is fully paid and may not be rescinded.

III. Protection Of Trademark Rights

3.1 SaluMedica will have the right and responsibility to maintain and renew the trademark registrations(s) in the Trademark Portfolio at its sole cost and discretion.

3.2 SpineMedica will promptly notify SaluMedica if it becomes aware of any entity that is apparently infringing an asset in the Trademark Portfolio.

3.3 SaluMedica will promptly notify SpineMedica if it becomes aware of any entity that is apparently infringing an asset in the Trademark Portfolio.

3.4 Neither party will be required by this Agreement to become a party to any adversarial proceeding including, by way of example, any dispute, litigation, arbitration, mediation, administrative proceeding, or regulatory proceeding.


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3.5 SaluMedica will have the first right to elect to enforce or defend the assets in the Trademark Portfolio outside the Licensed Field of Use at its sole cost and retain any and all proceeds and other benefits resulting from such enforcement.

3.6 Each party will provide reasonable cooperation in connection with any adversarial proceeding conducted by the other party involving any asset in the Trademark Portfolio including, by way of example, producing documents, answering interrogatories and sitting for depositions, at no cost to the other party other ...