LICENSE AGREEMENT

THIS AGREEMENT shall be effective on the last date of execution hereof and is by and between Sontra Medical Corporation, a Minnesota corporation having a principal place of business at 10 Forge Parkway, Franklin, MA 02038 (herein referred to as LICENSOR); and Bayer Healthcare LLC, a Delaware Limited Liability Company, acting through its Diagnostics Division and having a principal place of business at 511 Benedict Avenue, Tarrytown, New York 10591, USA (herein referred to as BAYER).

WHEREAS, LICENSOR owns certain patent rights and possesses certain know-how relating to the transdermal collection of analytes by ultrasonic techniques;

WHEREAS, BAYER desires to be granted a worldwide right and license under such patent rights and know-how to develop and commercialize products and processes; and

WHEREAS, LICENSOR is willing to grant such a right and license under the terms hereof;

NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1    Test shall mean a commercially viable system for the determination of glucose concentration in body fluid which glucose is obtained using ultrasonic techniques.

1.2    Patent Rights shall mean any and all patent applications and granted patents anywhere in the world which now or hereafter are owned or controlled by LICENSOR, which are listed in Exhibit A together with any and all continuations, continuations-in-part, additions,

and divisions thereof, and any and all patents issuing from the aforesaid patent applications, and any reissues, reexaminations, renewals, extensions, and substitutions of such patents.

1.3     Know-How shall mean any and all technical, marketing or other commercial information or materials owned by controlled by LICENSOR as of the effective date hereof or thereafter, whether or not patentable, relating to a Test which is not generally known to the public and which is necessary or useful for BAYER and its sublicensees to develop, manufacture, use and/or sell any Licensed Product or Process hereunder.

1.4    Licensed Product or Process shall mean any and all products or processes for performing a Test which embodies Know-How or whose manufacture, use, import, or sale, except for the licenses granted hereunder, would constitute an infringement of a Valid Claim in Patent Rights.

1.5    Net Sales shall mean invoiced price for sales of Licensed Products or Processes less (a) actual credited allowances to customers for spoiled, damaged, outdated or returned Licensed Products or Processes, (b) retroactive price reductions, and (c) trade, cash or quantity discounts (d) commissions paid to distributors or agents, (e) any taxes or other governmental charges levied or measured or both by sales and indicated in the billing price whether or not absorbed by the customer, and (f) five-percent (5%) to cover transportation, insurance and handling costs. Net Sales shall include all sales of a Licensed Product or Processes by BAYER or a sublicensee of BAYER in the ordinary course of business but shall exclude sales for experimental, test market, or promotional purposes. A sale shall be deemed to have been made when such transaction is invoiced to a third party customer. Sales of Licensed Product or Process between or among divisions and/or affiliated companies of BAYER shall not be included in Net Sales; however, sales of such Licensed Product by such division or affiliated company to a third party shall be included in Net Sales.

1.6    First Commercial Sale shall mean the first sale of the first Licensed Product sold by BAYER or a sublicensee of BAYER anywhere in the world in the ordinary course of

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