This Agreement is entered into between the National Institute of
Standards and Technology (NIST), a primary operating unit of the United
States Department of Commerce, having offices at 100 Bureau Drive, Stop
2200, Gaithersburg, MD 20899-2200, and
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
(LICENSEE), a corporation, having a place of business at
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

WHEREAS, by assignment of rights from Department of Commerce employees
and other inventors, NIST, on behalf of the United States Government,
owns intellectual property rights claimed in any United States and/or
foreign patent applications or patents corresponding to the assigned
inventions.

WHEREAS, the Department of Commerce, pursuant to 35 U.S.C. 207 and 37
C.F.R. 404, is authorized to apply for, obtain and maintain patents on
federally owned inventions in the United States and in foreign
countries; to grant nonexclusive, partially exclusive or exclusive
licenses under such federally owned patents and patent applications; and
to undertake all other suitable and necessary steps to protect and
administer rights to federally owned inventions; and

WHEREAS, NIST desires, in the public interest, that the subject
invention be perfected, marketed and practiced so that the benefits are
readily available for widest possible utilization in the shortest time
possible; and

WHEREAS, LICENSEE represents that it has the facilities, personnel and
expertise to bring and is willing to expend reasonable efforts to bring
the Invention to the point of Practical Application as defined in 37
C.F.R. 404.3(d) at an early date;

NOW THEREFORE, in consideration of the foregoing, including the
above-cited patent licensing regulations and the mutual promises and
obligations hereinafter set forth, NIST and LICENSEE; intending to be
lawfully bound, do hereby agree as set forth below.

**[ARTICLE I]{.underline}**

**[Definitions]{.underline}**

1.1 Licensed Patent Rights shall mean:

> 1.1.1 Patent applications (including PCT patent applications) and/or
> patents listed in Appendix A, all divisions and continuations of these
> applications, all patents issuing from such applications, divisions,
> and continuations, and any reissues, reexaminations, and extensions of
> all such patents;
>
> 1.1.2 to the extent that the following contain one or more claims
> directed to the invention or inventions disclosed in a) above: i)
> continuations‑in‑part of 1.1.1 above; ii) all divisions and
> continuations of these continuations‑in‑part; iii) all patents issuing
> from such continuations‑in‑part, divisions, and continuations; iv)
> priority patent application(s) of a) above; and v) any reissues,
> reexaminations, and extensions of all such patents;
>
> 1.1.3 to the extent that the following contain one or more claims
> directed to the invention or inventions disclosed in 1.1.1 above: all
> counterpart foreign and U.S. patent applications and patents to a) and
> b) above, including those listed in Appendix A.

Licensed Patent Rights shall *not* include 1.1.2 or 1.1.3 above to the
extent that they contain one or more claims directed to new matter which
is not the subject matter disclosed in a) above.

1.2 Licensed Product(s) shall mean any apparatus or composition
encompassed within the scope of a claim in a Licensed Patent and shall
also include a product which was manufactured, at least in part, by a
process encompassed within the scope of a claim in a Licensed Patent
which claim has not been held unpatentable, invalid or unenforceable by
an unappealed or unappealable judgment of a court of competent
jurisdiction.

1.3 Licensed Process(es) shall mean any processes which, in the course
of being practiced would be within the scope of one or more claims of
the Licensed Patent Rights which claims have not been held unpatentable,
invalid or unenforceable by an unappealable judgment of a court of
competent jurisdiction.

1.4 Licensed Use means methods encompassed within the scope of a claim
in the Licensed Patent Rights which claim has not been held
unpatentable, invalid or unenforceable by an unappealable judgment of a
court of competent jurisdiction.

1.5 Licensed Territory shall mean the geographical area identified in
appendix B.

1.6 Field of Use shall mean the Fields of Use identified in Appendix C.

1.7 Proprietary Information shall mean confidential scientific,
business, or financial information, which may embody trade secrets
provided by the LICENSEE to NIST in the course of this License except if
such information:

1.7.1 was in NIST\'s possession before receipt from the LICENSEE; or

1.7.2 is or becomes a matter of public knowledge through no fault of
NIST; or

1.7.3 is received by NIST from a third party without a duty of
confidentiality; or

1.7.4 is disclosed by the LICENSEE to a third party without a duty of
confidentiality on the third party; or

1.7.5 is independently disclosed by NIST with the LICENSEE\'s prior
written approval; or

1.7.6 is independently developed by NIST without reference to
information disclosed hereunder.

1.8 Net Sales means the total gross receipts for sales of Licensed
Products or practice of Licensed Processes by or on behalf of Licensee
or its sublicensees, and from leasing, renting, or otherwise making
Licensed Products available to others without sale or other
dispositions, whether invoiced or not, less returns and allowances,
packing costs, insurance costs, freight out, taxes or excise duties
imposed on the transaction (if separately invoiced), and wholesaler and
cash discounts in amounts customary in the trade to the extent actually
granted. No deductions shall be made for commissions paid to
individuals, whether they be with independent sales agencies or
regularly employed by Licensee, or sublicensees, and on its payroll, or
for the cost of collections.

1.9 AFFILIATE shall mean any corporation, firm, partnership or other
entity in which LICENSEE owns or controls at least fifty percent (50%)
of the voting stock thereof.

1.10 Government shall mean the Federal Government of the United States
of America.

1.11 Practical Application means to manufacture in the case of a
composition or product, to practice in the case of a process or method,
or to operate in the case of a machine or system; and in each case,
under such conditions as to establish that the invention is being
utilized and that its benefits are to the extent permitted by law or
Government regulations available to the public on reasonable terms.

> 1.12 Benchmarks mean the performance milestones that are set forth in
> Appendix D.

1.13 Commercial Development Plan means the written commercialization
plan attached as Appendix E

1.14 First Commercial Sale means the initial transfer by or on behalf of
LICENSEE of Licensed Products or the initial practice of a Licensed
Process by or on behalf of LICENSEE in exchange for cash or some
equivalent to which value can be assigned for the purpose of determining
Net Sales.

**[ARTICLE II]{.underline}**

**[Grants]{.underline}**

1.  NIST hereby grants to LICENSEE, subject to the terms and conditions
    herein, a non-exclusive license under the Licensed Patent Rights to
    make and have made, use and have used , and sell and have sold
    Licensed Products and to practice the processes encompassed by the
    Licensed Patent(s), in the Licensed Territory and the Licensed Field
    of Use for the term of this Agreement. The license shall be in the
    Licensed Territory for the Field of Use. LICENSEE shall have the
    right to extend this license to any AFFILIATE of its choice provided
    that it shall first notify NIST in writing of the identity of the
    AFFILIATE.

2.2 NIST hereby grants to LICENSEE and its AFFILIATES the right to
extend to their customers of the Licensed Product on which the royalty
provided herein has been or will be paid the right to use such Licensed
Product.

2.3 No right or license is granted or implied to LICENSEE or any person
claiming through LICENSEE under any patent or patent application other
than those specifically identified herein as Licensed Patents regardless
of whether such patents are dominant or subordinate to Licensed Patent
Rights.

4.  NIST reserves on behalf of the Government an irrevocable,
    nonexclusive, nontransferable, royalty-free License for the practice
    of all inventions licensed under the Licensed Patent throughout the
    world by or on behalf of the Government and on behalf of any foreign
    government or international organization pursuant to any existing or
    future treaty or agreement to which the Government is a signatory.

2.5 In the event that Licensed Patent Rights are Subject Inventions made
under a Cooperative Research and Development Agreement (CRADA), Licensee
grants to the Government, pursuant to 15 U.S.C. 3710a(b)(1)(A), a
nonexclusive, nontransferable, irrevocable, paid‑up license to practice
Licensed Patent Rights or have Licensed Patent Rights practiced
throughout the world by or on behalf of the Government. In the exercise
of such license, the Government shall not publicly disclose trade
secrets or commercial or financial information that is privileged or
confidential within the meaning of 5 U.S.C. 552(b)(4) or which would be
considered as such if it had been obtained from a non‑Federal party.

**[ARTICLE III]{.underline}**

**[Royalties, Payments and Records]{.underline}**

1.  Royalties and Reimbursements

> 3.1.1 Licensee agrees to pay to NIST a noncreditable, nonrefundable
> license issue royalty as set forth in Appendix F within thirty (30)
> days from the date that this Agreement becomes effective.
>
> 3.1.2 Licensee agrees to pay to NIST a nonrefundable minimum annual
> royalty as set forth in Appendix F. The minimum annual royalty is due
> and payable on January 1 of each calendar year and may be credited
> against any earned royalties due for sales made in that year. The
> minimum annual royalty due for the first calendar year of this
> Agreement may be prorated according to the fraction of the calendar
> year remaining between the effective date of this Agreement and the
> next subsequent January 1.
>
> 3.1.3 Licensee agrees to pay NIST earned royalties as set forth in
> Appendix F.
>
> 3.1.4 Licensee agrees to pay NIST benchmark royalties as set forth in
> Appendix F.
>
> 3.1.5 Licensee agrees to pay NIST sublicensing royalties as set forth
> in Appendix F.

6.  A patent or patent application licensed under this Agreement shall
    cease to fall within the Licensed Patent Rights for the purpose of
    computing earned royalty payments in any given country on the
    earliest of the dates that a) the application has been abandoned and
    not continued, b) the patent expires or irrevocably lapses, or c)
    the claim has been held to be invalid or unenforceable by an
    unappealable decision of a court of competent jurisdiction or
    administrative agency.

> 3.1.7 No multiple royalties shall be payable because any Licensed
> Products or Licensed Processes are covered by more than one of the
> Licensed Patent Rights.
>
> 3.1.8 On sales of Licensed Products by Licensee in other than an
> arm\'s‑length transaction, the value of the Net Sales attributed under
> this Article III to such a transaction shall be that which would have
> been received in an arm\'s‑length transaction, based on sales of like
> quantity and quality products on or about the time of such
> transaction.
>
> 3.1.9 No royalty shall be payable hereunder for direct sales of
> Licensed Products to the Government by LICENSEE, its included
> AFFILIATES provided the selling price of such sales is free of any
> royalty increment or on any Licensed Product scrapped prior to
> shipment from its place of manufacture or predisposal storage.

3.2 [Filing, Prosecution and Maintenance Costs]{.underline}

> 3.2.1 In addition to the royalties due under Section 3.1, LICENSEE
> shall pay a pr rata share of the ordinary and usual costs to NIST of
> obtaining and maintaining any Licensed Patent(s). These costs shall be
> invoiced and paid separately from any other amounts due under the
> LICENSE. LICENSEE shall pay NIST such amounts within thirty (30) days
> of receiving NIST\'s written request for reimbursement of such an
> expense. Should LICENSEE decline to assume such responsibility, NIST
> may modify or terminate this Agreement in accordance with the
> provisions of Article VIII below.
>
> 3.2.2 Before any commitment to expend substantial funds for an
> extraordinary and unusual procedure for obtaining and maintaining any
> Licensed Patent(s), including but not limited to reissue,
> term-extension, reexamination, interference, opposition and nullity
> but not including infringement or counterclaims thereto, NIST shall
> notify LICENSEE of such extraordinary and unusual procedure and the
> estimated cost thereof and request LICENSEE to assume pro rata
> responsibility for such cost. Should LICENSEE decline to assume such
> responsibility, NIST may modify or terminate this Agreement in
> accordance with the provisions of Article VIII below.

3.3 All payments due NIST under this Article III shall be payable in
United States dollars for the account of \"NIST/Patent Licensing.\" All
checks and bank drafts shall be drawn on United States banks. If
payments are overdue, late charges will be applied as required by the
Department of Treasury. Conversion of foreign currency to United States
dollars for such payments shall be made at the conversion rate published
in the Wall Street Journal on the date payment is made provided however
payments made after the due date shall use the conversion rate published
in the Wall Street Journal either as of the last date for timely payment
or as of the date payment is actually made, whichever is greater. Any
and all loss of exchange, value, taxes or other expenses incurred in the
transfer or conversion of other currency to United States dollars shall
be paid entirely by LICENSEE.

3.4 Licensee agrees to keep accurate and correct records of Licensed
Products made, used, sold, or imported and Licensed Processes practiced
under this Agreement appropriate to determine the amount of royalties
due NIST. Such records shall be retained for at least five (5) years
following a given reporting period and shall be available during normal
business hours for inspection at the expense of NIST by an accountant or
other designated auditor selected by NIST and/or by the Office of the
Inspector General for the sole purpose of verifying reports and payments
hereunder. The accountant or auditor shall only disclose to NIST, NIST's
accountant or other designated auditor, and/or the Office of the
Inspector General information relating to the accuracy of reports and
payments made under this Agreement. If an inspection shows an
underreporting or underpayment in excess of five percent (5%) for any
twelve (12) month period, then Licensee shall reimburse NIST for the
cost of the inspection at the time Licensee pays the unreported
royalties. All payments required under this Paragraph shall be due
within thirty (30) days of the date NIST provides Licensee notice of the
payment due.

3.5 LICENSEE and/or its included AFFILIATES shall pay all necessary
expenses for its commercialization of Licensed Products and such
expenses shall not be deducted from any payments due NIST as provided
herein.

3.6 Except as provided in Paragraph 1.8(c) hereof and as may be provided
in any treaty between the Government and a foreign government, any tax
on any payment due NIST under this Article III in any country in which
such payment accrued shall be paid by LICENSEE without deduction from
the amount owed to NIST.

**[ARTICLE IV]{.underline}**

**[REPORTS ON PROGRESS, BENCHMARKS,]{.underline}**

**[SALES, AND PAYMENTS]{.underline}**

4.1 Prior to signing this Agreement, Licensee has provided to NIST the
Commercial Development Plan at Appendix E, under which Licensee intends
to bring the subject matter of the Licensed Patent Rights to the point
of Practical Application. This Commercial Development Plan is hereby
incorporated by reference into this Agreement. Based on this plan,
performance Benchmarks are determined as specified in Appendix D.

4.2 Licensee shall provide written annual reports on its product
development progress or efforts to commercialize under the Commercial
Development Plan for each of the Licensed Fields of Use within sixty
(60) days after December 31 of each calendar year. These progress
reports shall include, but not be limited to: progress on research and
development, status of applications for regulatory approvals (if any),
manufacturing, sublicensing, marketing, importing, and sales during the
preceding calendar year, as well as plans for the present calendar year.
If reported progress differs from that projected in the Commercial
Development Plan and Benchmarks, Licensee shall explain the reasons for
such differences. In any such annual report, Licensee may propose
amendments to the Commercial Development Plan, acceptance of which by
NIST may not be denied unreasonably. Licensee agrees to provide any
additional information reasonably required by NIST to evaluate
Licensee\'s performance under this Agreement. Licensee may amend the
Benchmarks at any time upon written consent by NIST. NIST may approve a
request of Licensee to extend the time periods of this schedule if such
request is supported by a reasonable showing by Licensee of diligence in
its performance under the Commercial Development Plan and toward
bringing the Licensed Products to the point of Practical Application as
defined in 37 CFR 404.3(d). Licensee shall amend the Commercial
Development Plan and Benchmarks at the request of NIST to address any
Licensed Fields of Use not specifically addressed in the plan originally
submitted.

4.3 Licensee shall report to NIST the dates for achieving Benchmarks
specified in Appendix D and the First Commercial Sale in each country in
the Licensed Territory within thirty (30) days of such occurrences.

4.4 Licensee shall submit to NIST within sixty (60) days after each
calendar year ending December 31 a royalty report setting forth for the
preceding year the amount of the Licensed Products sold or Licensed
Processes practiced by or on behalf of Licensee in each country within
the Licensed Territory, the Net Sales, and the amount of royalty
accordingly due. With each such royalty report, Licensee shall submit
payment of the earned royalties due. If no earned royalties are due to
NIST for any reporting period, the written report shall so state. The
royalty report shall be certified as correct by an authorized officer of
Licensee and shall include a detailed listing of all deductions made
under Paragraph 2.10 to determine Net Sales made under Article 6 to
determine royalties due.

4.5 All plans and reports required by this Article and marked
\"confidential\" by Licensee shall, to the extent permitted by law, be
treated by NIST as commercial and financial information obtained from a
person and as privileged and confidential, and any proposed disclosure
of such records by the NIST under the Freedom of Information Act (FOIA),
5 U.S.C. § 552 shall be subject to the predisclosure notification
requirements of 45 CFR § 5.65(d). These restrictions are consistent with
and do not supersede, conflict with, or otherwise alter the employee
obligations, rights, or liabilities created by Executive Order No.
12958; section 7211 of title 5, United States Code (governing
disclosures to Congress); section 1034 of title 10, United States Code,
as amended by the Military Whistleblower Protection Act (governing
disclosure to Congress by members of the military); section 2302(b )(8)
of title 5, United States Code, as amended by the Whistleblower
Protection Act(governing disclosures of illegality, waste, fraud, abuse
or public health or safety threats); the Intelligence Identities
Protection Act of 1982 (50 US.C. 421 et seq.)(governing disclosures that
could expose confidential Government agents); and the statutes which
protect against disclosure that may compromise the national security,
including sections 641, 793, 794, 798, and 952 of title 18, United
States Code, and section 4(b) of the Subversive Activities Act of 1950
(50 US.C. 783(b)). The definitions, requirements, obligations, rights,
sanctions, and liabilities created by said Executive order and listed
statutes are incorporated into this agreement and are controlling.

**[ARTICLE V]{.underline}**

**[Patent Filing and Enforcement]{.underline}**

5.1 NIST agrees to take responsibility for, but to consult with the
LICENSEE in, the preparation, filing and prosecution of any and all
patent applications or patents included in the Licensed Patent(s) rights
and Licensed Territory and shall furnish copies of relevant
patent-related documents to LICENSEE.

5.2 NIST and LICENSEE shall notify each other promptly in writing of any
facts which they believe may affect the validity, scope or
enforceability of a Licensed Patent.

5.3 NIST and LICENSEE shall notify each other promptly in writing of any
infringement or possible infringement of the Licensed Patent Rights of
which either Party becomes aware. The parties shall reasonably cooperate
in determining if substantial infringement exists and, if so, in
attempting to eliminate that substantial infringement.

5.4 LICENSEE is empowered pursuant to this Agreement and the provisions
of Chapter 29 of Title 35, United States Code or other statutes to: (a)
bring suit in its own name, at its own expense, and on its own behalf
for infringement of presumably valid claims in the Licensed Patents; (b)
in any such suit by LICENSEE, to enjoin infringement and to collect for
its use, damages, profits and awards of whatever nature recoverable for
such infringement; and (c) settle any claim or suit for infringement of
the Licensed Patent Rights provided, however, that NIST and appropriate
Government authorities shall have the first right to take such actions.
If Licensee desires to initiate a suit for patent infringement, Licensee
shall notify NIST in writing. If NIST does not notify Licensee of its
intent to pursue legal action within ninety (90) days, Licensee will be
free to initiate suit. Licensee may request the Government to initiate
or join in any such suit if necessary to avoid dismissal of the suit.
However, LICENSEE shall take no action to compel the Government either
to initiate or to join in any such suit for patent infringement. Should
the Government be made a party to any such suit, Licensee shall
reimburse the Government for any costs, expenses, or fees which the
Government incurs as a result of such motion or other action, including
any and all costs incurred by the Government in opposing any such motion
or other action. LICENSEE shall promptly provide NIST with a copy of all
documents which it files in such suit or which it files in any related
legal or quasi legal proceeding, including settlement negotiations, or
which LICENSEE receives from the adverse party or parties. NIST and
appropriate Government authorities shall have a continuing right to
intervene in such suit.

5.5 In the event that a declaratory judgment action alleging invalidity
of any of the Licensed Patent Rights shall be brought against NIST, NIST
agrees to notify LICENSEE that an action alleging invalidity has been
brought. NIST does not represent that it will commence legal action to
defend against a declaratory action alleging invalidity. LICENSEE shall
take no action to compel the Government either to initiate or to join in
any such declaratory judgment action. Should the Government be made a
party to any such suit by motion or any other action of LICENSEE,
LICENSEE shall reimburse the Government for any costs, expenses, or fees
which the Government incurs as a result of such motion or other action.
Upon LICENSEE'S payment of all costs incurred by the Government as a
result of LICENSEE'S joinder motion or other action, these actions by
LICENSEE will not be considered a default in the performance of any
material obligation under this Agreement.

**[ARTICLE VI]{.underline}**

**[LICENSEE Performance]{.underline}**

6.1 Licensee shall use its reasonable best efforts to bring the Licensed
Products and Licensed Processes to Practical Application. \"Reasonable
best efforts\" for the purposes of this provision shall include
adherence to the Commercial Development Plan at Appendix F and
performance of the Benchmarks at Appendix D.

6.2 After bringing Licensed Products to the point of practical
application in the United States, LICENSEE agrees to keep Licensed
Products reasonably available to the public in the United States during
the term of this Agreement.

6.3 LICENSEE agrees that Licensed Products sold or otherwise disposed of
in the United States by LICENSEE, its included AFFILIATES will be
manufactured substantially in the United States.

6.4 Failure to comply with the provisions of this Article VII shall be
cause for modification or termination of this Agreement in accordance
with the provisions of Article VIII below.

**[ARTICLE VII]{.underline}**

**[Duration, Modification and Termination]{.underline}**

1.  This Agreement is effective when signed by all parties and shall
    extend to the expiration of the last to expire of the Licensed
    Patent Rights unless sooner terminated as provided for under this
    Agreement.

7.2 In the event that Licensee is in default in the performance of any
material obligations under this Agreement and if the default has not
been remedied within ninety (90) days after the date of notice in
writing of such default, NIST may terminate this Agreement by written
notice and pursue outstanding amounts owed through procedures provided
by the Federal Debt Collection Act. This Agreement may be modified or
terminated by NIST subject to the provisions of Paragraphs 7.4, 7.6,
7.7, and 7.8 below, if it is determined that:

7.2.1 LICENSEE or any included AFFILIATE fails to meet the obligations
set forth in the Agreement;

7.2.2 Such action is necessary to meet requirements for public use
specified by Federal regulations issued after the date of the license
and such requirements are not reasonably satisfied by the LICENSEE or an
included AFFILIATE;

7.2.3 LICENSEE has willfully made a material false statement or
willfully omitted a material fact in the license application or in any
report required by this Agreement

7.2.4 LICENSEE or any included AFFILIATE commits a substantial breach of
any promise, covenant or obligation contained in this Agreement;

7.2.5 LICENSEE is adjudged a bankrupt, files a petition for bankruptcy
or has its assets placed in the hands of a receiver or makes any
assignment or other accommodation for the benefit of creditors; or

> 7.2.6 LICENSEE or any included AFFILIATE is held by a court of
> competent jurisdiction without taking a further appeal to have misused
> any Licensed Patent;
>
> 7.2.7 LICENSEE is not executing the Commercial Development Plan
> submitted with its request for a license and the Licensee cannot
> otherwise demonstrate to NIST\'s satisfaction that the Licensee has
> taken, or can be expected to take within a reasonable time, effective
> steps to achieve Practical Application of the Licensed Products or
> Licensed Processes;

8.  LICENSEE is not keeping Licensed Products or Licensed Processes
    reasonably available to the public after commercial use commences;

9.  LICENSEE cannot reasonably satisfy unmet health and safety needs.

In making this determination, NIST will take into account the normal
course of such commercial development programs conducted with sound and
reasonable business practices and judgment and the annual reports
submitted by Licensee under Paragraph 3.7. Prior to invoking this right,
NIST shall give written notice to Licensee providing Licensee specific
notice of, and a ninety (90) day opportunity to respond to, NIST\'s
concerns as to the previous items 7.2.1 to 7.2.9. If Licensee fails to
alleviate NIST's concerns as to the previous items 7.2.1 to 7.2.9 or
fails to initiate corrective action to NIST\'s satisfaction, NIST may
terminate this Agreement.

7.3 All sublicenses shall be subject to the terms and conditions of this
agreement, and shall be subject to modification or termination on the
grounds provided for in Section 7.2. LICENSEE shall provide in the
sublicenses that the sublicenses are also subject to termination or
modification for the acts or omissions, enumerated in section 7.2 above,
by SUBLICENSEE.

7.4 If NIST terminates this Agreement, LICENSEE shall have a reasonable
time in which to sell all Licensed Products in production or in
inventory.

7.5 At any time upon ninety (90) days prior written notice, LICENSEE may
terminate this Agreement. Termination of this Agreement by LICENSEE
pursuant to this Paragraph in response to a charge of infringement from
a third party shall be deemed termination for cause.

7.6 LICENSEE and NIST may mutually agree to modify or terminate this
Agreement at any time such modification or termination will be effective
only when set forth in writing and signed by the parties.

7.7 Upon termination of this Agreement or its modification removing any
Licensed Patent Rights, a report similar to that required under
Paragraph 3.4 covering Licensed Patent(s) included in such modification
or termination shall become due immediately and sums due to NIST from
LICENSEE in respect of the Licensed Patent(s) included in such
modification or termination shall become immediately due and must be
paid within thirty (30) days. In all other respects, the rights and
obligations of the parties hereto concerning the Licensed Patent(s)
included in such modification or termination shall cease as of the
effective date of such modification or termination.

**[ARTICLE VIII]{.underline}**

**[General]{.underline}**

8.1 LICENSEE shall place a Proprietary Information notice on all
information it delivers to NIST under this Agreement, which the LICENSEE
asserts is proprietary. If the Proprietary Information is in writing it
shall be marked \"confidential\". If the Proprietary Information is not
in writing, LICENSEE shall provide NIST with a written memorandum
summarizing and designating such information as confidential within
thirty (30) days of the disclosure. NIST agrees that any information
designated Proprietary shall be used only for the purposes described
herein. However, NIST may object to the designation of information as
Proprietary Information and may decline to accept such information.
Except where NIST is legally obligated to release information pursuant
to the Freedom of Information Act (5 U.S. C. 552), or other requirement
of law, Proprietary Information shall not be disclosed or otherwise made
available in any form to any other person, firm, corporation,
partnership, association, or other entity without the prior written
consent of LICENSEE. NIST agrees to use its best efforts to maintain the
confidentiality of Proprietary Information. NIST will promptly notify
the LICENSEE of requests for its Proprietary Information. The LICENSEE
agrees that NIST is not liable for the disclosure of information
designated as Proprietary which, after notice to and consultation with
the LICENSEE, NIST determines may not lawfully be withheld or which a
court of competent jurisdiction requires disclosed.

8.2 NIST represents and warrants that NIST has the authority to issue
licenses under the Licensed Patent(s). NIST does not warrant the
patentability or validity of the Licensed Patent(s) and makes no
representations whatsoever with regard to the scope of the Licensed
Patent(s) or that such Licensed Patent(s) may be exploited without
infringing other patents. NIST further does not warrant the
merchantability or fitness of the Licensed Product for any particular
purpose or any other warranty, expressed or implied. NIST does not
represent that it will commence legal actions against third parties
infringing the Licensed Patent Rights.

8.3 LICENSEE shall indemnify and hold NIST, its employees, students,
fellows, agents, and consultants harmless from and against all
liability, demands, damages, expenses, and losses, including but not
limited to death, personal injury, illness, or property damage in
connection with or arising out of: a) the use by or on behalf of
Licensee, its directors, employees, or third parties of any Licensed
Patent Rights; or b) the design, manufacture, distribution, or use of
any Licensed Products, Licensed Processes or materials by Licensee, or
other products or processes developed in connection with or arising out
of the Licensed Patent Rights. LICENSEE agrees to maintain a liability
insurance program consistent with sound business practice.

8.4 This Agreement shall not be assigned by LICENSEE except: a) with the
prior written consent of NIST, or b) as part of a sale or transfer of
substantially the entire business of Licensee relating to operations
which concern this Agreement. LICENSEE shall notify NIST in writing at
least ten (10) days prior to any assignment of this Agreement by
LICENSEE, and LICENSEE shall pay NIST, as an additional royalty, one
percent (1%) of the fair market value of any consideration received for
any assignment of this Agreement within thirty (30) days of such
assignment. In no event shall LICENSEE assign or transfer this Agreement
to a party not a citizen or resident of the United States of America.

8.5 LICENSEE acknowledges that it is subject to and agrees to abide by
the United States laws and regulations (including the Export
Administration Act of 1979 and Arms Export Control Act) controlling the
export of technical data, computer software, laboratory prototypes,
biological material, and other commodities. The transfer of such items
may require a license from the cognizant Agency of the U.S. Government
or written assurances by Licensee that it shall not export such items to
certain foreign countries without prior approval of such agency. NIST
neither represents that a license is or is not required or that, if
required, it shall be issued.

8.6 The parties shall make every reasonable effort to resolve amicably
any dispute concerning a question of fact arising under this Agreement.
Any disputes not settled amicably between the parties concerning a
question of fact arising under this Agreement shall be decided by the
designated NIST Official , who shall reduce their decision to writing
and mail or otherwise furnish a copy thereof to LICENSEE. The decision
of the designated NIST Official to modify or terminate this Agreement
shall be final and conclusive unless LICENSEE mails or otherwise
furnishes to the Deputy Director of NIST a written appeal within thirty
(30) days of receiving the designated NISt Official's written decision.
Pending final decision of a dispute hereunder, LICENSEE shall proceed
diligently with the performance of its obligations under this Agreement.

8.7 The interpretation and application of the provisions of this
Agreement shall be governed by the laws of the United States as
interpreted and applied by the Federal courts in the District of
Columbia.

8.8 LICENSEE, its included AFFILIATES shall identify Licensed Products
with the marking \"Licensed Under U.S. Patent
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\" or \"U.S. Patent Pending\" as
permitted or required by statute. Where appropriate, LICENSEE shall also
mark Licensed Product(s) with foreign patent notice in compliance with
the laws of the countries in which the United States Department of
Commerce owns the corresponding non-U.S. patents.

8.9 The name of the Government employee inventor(s), the name of any
agency or department of the Government or any adaptation of the above
shall not be used in any promotional activity without prior written
approval from NIST.

10. Written notices required to be given under this Agreement shall be
    considered duly given on the date mailed if mailed by first class
    mail, postage prepaid and addressed as follows:

8.11 Nothing in this Agreement bars disclosures to Congress or to an
authorized official of an executive agency or the Department of Justice
that are essential to reporting a substantial violation of law.

If to NIST: Chief, Office Technology Partnerships

NIST

100 Bureau Drive, Stop 2200

Gaithersburg, MD 20899-2200

All royalty payments due NIST shall be sent to:

NIST

Attn: Patent Royalty

100 Bureau Drive, Stop 5202

Gaithersburg, MD 20899-5202

**\*** Reference [the]{.underline} NIST License Control Number on the
check.

If to LICENSEE:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

or such other address as either party may request in writing.

8.11 This Agreement constitutes the entire understanding and supersedes
all prior agreements and understandings between the parties with respect
to the subject matter hereof or information relating thereto except for
any non-disclosure agreement relating to the claims of the Licensed
Patent(s) which non-disclosure agreement, if any, is incorporated herein
by reference, and neither party shall be obligated by any condition,
promise or representation other than those expressly stated herein or as
may be subsequently agreed to by the parties hereto in writing.

(THIS SPACE INTENTIONALLY LEFT BLANK)

8.12 The Effective Date of this Agreement shall be the date when it is
executed on behalf of NIST unless another date is mutually agreed to by
both parties. The Effective Date may be inserted in the place provided
below by NIST after this Agreement has been executed by LICENSEE. The
Effective Date of this Agreement is
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.

LICENSEE:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Company Name)

By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(date)

Print Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Company Mailing Address for Notices:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

NIST Counsel (date)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Laboratory Director (date)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Chief, Office of Technology Partnerships (date)

Mailing Address for Notices:

National Institute of Standards and Technology

Attention: Office of Technology Partnerships

100 Bureau Drive, MS 2200

Gaithersburg, MD 20899-2200

###