ex107.htm


    EXHIBIT 10.7


     

     

    Exclusive
Patent License Agreement

     

    Between

     

    The
Arizona Board Of Regents On Behalf Of The University Of Arizona

     

    And

     

    Solterra
Renewable Technologies, Inc.

    


    This
license agreement (the “Agreement”) is made effective as of the Effective Date
and is between The Arizona
Board of Regents on behalf of The University of Arizona, an Arizona body
corporate with its principal campus in Tucson, Arizona 85721 (the “UNIVERSITY”),
and Solterra
Renewable Technologies, Inc., an Arizona Company with its principal place
of business at 7700 South River Parkway, Tempe, AZ  85284
(“LICENSEE”).

     

    AGREEMENT

    


    The
parties agree as follows:

     

    BACKGROUND

     

    Work at
the UNIVERSITY has led to the creation of Technical Information and inventions
claimed in Patent Rights as further defined below.

     

    LICENSEE
is interested in obtaining license to UNIVERSITY’s interest in valuable
intangible property rights for creation, manufacture, use, production,
distribution, and marketing of products and services from innovations
represented by the Technical Information and Patent Rights and can provide a
useful business environment for creating Licensed Products and practicing
Licensed Method.  UNIVERSITY is willing to grant such rights so that
Licensed Products are created and Licensed Method practiced so that the benefits
of their availability are enjoyed by the public and a beneficial return to the
UNIVERSITY is provided.

     

     

    
      1. 
DEFINITIONS

    

     

    
      	
              1.1  

            	
              "Change
      of Control" shall mean the assignment, or other transfer that effects the
      same however titled by LICENSEE, to a third party of this License between
      UA and LICENSEE.

            


    

     

    
      	
              1.2  

            	
              "Effective
      Date" shall be the last date of signature by authorized representatives of
      the two parties affirming acceptance of the terms and conditions of this
      Agreement.

            


    

     

    
      	
              1.3  

            	
              “Field
      of Use” shall mean Organic Light-Emitting Diodes in printed electronic
      displays and all other printed electronic
  components.

            


    

     

    
      
        
        

      

      
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              1.4  

            	
              “Licensed
      Method” shall mean any method that:

            


    

     

    
      	
              1.4.a  

            	
              Is
      covered by Patent Rights, the use of which would constitute but for the
      license granted to LICENSEE under this Agreement, an infringement of any
      issued claim of Patent Rights (including, but not limited to, inducement
      or contributory infringement); or

            


    

     

    
      	
              1.4.b  

            	
              Incorporates
      or is created from access to Technical Information which has provided
      LICENSEE the time advantage of information and hence a springboard to the
      business activities of LICENSEE.

            


    

     

    
      	
              1.5  

            	
               “Licensed
      Product” shall mean any product
that:

            


    

     

    
      	
              1.5.a  

            	
              Is
      covered by Patent Right or is produced by the Licensed Method, to the
      extent that the production, use, or sale of such product would infringe an
      issued claim of Patent Rights (including, but not limited to, inducement
      or contributory infringement), but for the license granted to LICENSEE
      under this Agreement or that is produced by the Licensed Method;
      or

            


    

     

    
      	
              1.5.b  

            	
              Incorporates
      or is created from access to Technical Information which has provided
      LICENSEE the time advantage of information and hence a springboard to the
      business activities of LICENSEE.

            


    

     

    
      	
              1.6  

            	
              "Net
      Sales" shall mean the total of the gross invoice prices from the sale of
      Licensed Product or the performance of Licensed Method or Licensed Service
      by COMPANY, or a sublicensee, to any third parties for cash or other forms
      of consideration.  COMPANY may make the following deductions, at
      rates customary within the industry (if not already deducted from the
      gross invoice price), when calculating the total gross invoice
      prices:

            


    

     

    
      	
              1.6.a  

            	
              allowances
      actually paid and limited to rejections, returns, and prompt payment and
      volume discounts granted to customers of LICENSEE, or a
      sublicensee;

            


    

     

    
      	
              1.6.b  

            	
              freight,
      transportation, packing, and/or insurance charges actually paid associated
      with transportation;

            


    

     

    
      	
              1.6.c  

            	
              taxes
      based on sales when included in gross sales, but not taxes assessed on
      income derived from such sales; and

            


    

     

    
      	 	
              Where LICENSEE distributes Licensed Products for end use to
      itself or a sublicensee, for purposes other than research and development,
      then such distribution will be considered a sale at the list price
      normally charged to independent third parties, and UNIVERSITY will be
      entitled to collect royalty on such a sale in accordance with Article
      3.  Subsequent distribution or sale of these Licensed Products
      from LICENSEE or sublicensee shall not be subject to additional
      royalties.

            


    

     

    
      	
              1.7  

            	
              “Patent
      Rights” shall mean U.S. Patent No. 7,015,052, issued on March 21, 2006,
      entitled "Screen-Printing Techniques for the Fabrication of Organic
      Light-Emitting Diodes."

            


    

     

    
      	
              1.8  

            	
               “Prior
      Patent Costs” shall mean direct out of pocket costs incurred by UNIVERSITY
      for the perfection of Patent Rights prior to the Effective Date which
      currently total $9280.76.

            


    

     

    
      
        
        

      

      
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              1.9  

            	
              “Sublicensing
      Consideration” shall mean all consideration received by LICENSEE for the
      grant of a sublicense of any of the rights granted to LICENSEE under this
      Agreement, including but not limited to upfront license fees, minimum
      annual payments, license maintenance payments, milestone payments, royalty
      and equity interest in the acquirer above the fair market value of the
      interest transferred.  Sublicensing Consideration excludes
      Running Royalties and direct payments to LICENSEE for research projects
      advancing Licensed Product or Licensed Methods and detailed in advance by
      a research plan and commensurate
budget.

            


    

     

    
      	
              1.10  

            	
              “Technical
      Information” shall mean UNIVERSITY's information and know-how represented
      by:

            


    

     

    
      	
              1.10.a  

            	
              the
      information content of items made available to LICENSEE under this
      Agreement in tangible form, including without limitation prototypes,
      documented processes or techniques, written procedures or methods,
      protocols, patent applications, software, data compilations or UNIVERSITY
      invention disclosure files as inventoried in Exhibit A or otherwise
      identified in this Agreement, whether provided prior to or after the
      Effective Date of this Agreement;
or

            


    

     

    
      	
              1.10.b  

            	
              services
      by UNIVERSITY or UNIVERSITY employees acting as consultants with
      UNIVERSITY’s approval that teach or transfer to LICENSEE UNIVERSITY
      information associated with Article 1.10.a;
or

            


    

     

    
      	
              1.10.c  

            	
              transfers
      of UNIVERSITY personnel to LICENSEE that teach or transfer to LICENSEE
      UNIVERSITY information associated with Article
  1.10.a.

            


    

     

    
      	
              1.11  

            	
              “Territory”
      for Technical Information shall mean worldwide; and for Patent Rights
      shall mean those countries for which Patent Rights have been perfected and
      are being maintained in accordance with Article
  5.

            


    

     

    
      2. 
GRANT/RETAINED
RIGHTS

    

     

    
      	
              2.1  

            	
              License Grant – Patent Rights.
      UNIVERSITY grants to LICENSEE upon receipt of Prior Patent Costs
      and the License Issue Fee as set forth in Article 3, and LICENSEE accepts,
      an exclusive license to UNIVERSITY’s interest in valuable intangible
      property rights in Patent Rights to make, have made, import, have
      imported, use, market, sell, and distribute Licensed Product, and practice
      Licensed Method within the Field of Use and in the
      Territory.  These rights are specifically subject to Paragraphs
      2.4, 2.5 and 2.6 as well as the general terms and conditions set forth in
      this Agreement.  This grant does not relinquish UNIVERSITY
      ownership in or rights to Technical Information or Patent Rights and does
      not grant, by implication or otherwise, any other rights to LICENSEE of
      any other technologies owned, invented, or discovered by UNIVERSITY,
      whether past, present, or future.

            


    

     

    
      	
              2.2  

            	
              License Grant – Technical
      Information. UNIVERSITY grants to LICENSEE upon receipt of Prior
      Patent Costs and the License Issue Fee as set forth in Article 3, and
      LICENSEE accepts, a nonexclusive license to Technical Information to make,
      have made, import, have imported, use, market, sell, and distribute
      Licensed Product, and practice Licensed Method within the Field of Use and
      in the Territory consistent with the purpose of this Agreement subject to
      the confidentiality provisions of Article 9.  These rights are
      specifically subordinate to any Patent Right and the need for a grant of
      rights thereto as well as subject to Paragraphs 2.4, 2.5 and 2.6 and the
      general terms and conditions set forth in this
  Agreement.

            


    

     

    
      
        
        

      

      
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              2.3  

            	
              Sublicensing Grant.
      UNIVERSITY grants to LICENSEE as long as LICENSEE possesses an exclusive
      right to UNIVERSITY’s interest in Patent Rights under Paragraph 2.1 of
      this Agreement, and LICENSEE accepts, the nontransferrable right to issue
      to third parties sublicenses with respect to Licensed Product and Licensed
      Method within the scope of the grant of rights provided by UNIVERSITY to
      LICENSEE in Paragraphs 2.1 and 2.2.  Any and all sublicense
      agreements within the Field of Use granted by LICENSEE shall include all
      of the rights and obligations contained in this Agreement due UNIVERSITY,
      and, if applicable, due the United States
  Government.

            


    

     

    
      	
              2.4  

            	
              General Retained Rights.
      UNIVERSITY retains all other rights in Patent Rights and Technical
      Information not expressly granted
LICENSEE.

            


    

    


    
      	
              2.5  

            	
              Specific Retained
      Rights. UNIVERSITY retains:

            


    

     

    
      	
              2.5.a  

            	
              For
      its research and educational purposes, the right to practice the
      inventions claimed in Patent Rights within the Field of Use and in the
      Territory including without limitation UNIVERSITY's right to make, use,
      have made, have used, import or have imported the inventions and to
      practice Licensed Methods; and

            


    

     

    
      	
              2.5.b  

            	
              The
      right to maintain and sublicense these same rights in Paragraph 2.5.a
      solely for research and educational purposes to other institutions of
      higher education or non-profit research
  institutions.

            


    

     

    
      	
              2.5.c  

            	
              Nothing
      in this Agreement limits the right of UNIVERSITY to publish any and all
      results and technical data resulting from research performed by
      UNIVERSITY, including, but not limited to, research relating to the
      Licensed Products, Licensed Method, or Technical
    Information.

            


    

     

    
      	
              2.6  

            	
              Government License. The
      development of Technical Information and Patent Rights was sponsored in
      part by the U.S. Government, and as a consequence, this Agreement is
      subject to overriding obligations to the Federal Government under rights
      and limitations of Public Laws (PL) 96-517 and 98-620 and implementing
      regulations including 35 USC §§200-211 and 37 CFR Part 401 (“U.S.
      Government Rights”), as well as the royalty-free provisions of Paragraph
      3.5 and the manufacturing statement of Paragraph
  13.5.

            


    

     

     

    
      	
              3.

            	
              FEES, ROYALTIES AND
      PATENT COSTS

            


    

     

    
      	
              3.1  

            	
              Royalties.  In
      partial consideration for the rights granted herein, LICENSEE shall pay
      UNIVERSITY on the schedule described in Article 4 the following
      royalties:

            


    

     

    
      	
              3.1.a  

            	
              Running Royalties:
      Royalties based on Net Sales (the “Running Royalties”)
  of:

            


    

     

    
      	
              3.1.a.i  

            	
              Two
      Percent (2.0 %) of Net Sales of Licensed Products for Non-Display
      Electronic Component applications;
and

            


    

     

    
      	
              3.1.a.ii  

            	
              Two
      and one-half Percent (2.5%) of Net Sales of Licensed Products for Printed
      Electronic Displays

            


    

     

    
      
        
        

      

      
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              3.1.b  

            	
              Minimum Annual
      Royalty:  A minimum royalty according to the following
      schedule.

            


    

     

    
      	
              3.1.b.i  

            	
              The
      Minimum Annual Royalty payment will be creditable against Royalties due in
      each respective royalty year, July 1 to June 30th following the due
      date.

            


    

    


    Due
Date                                                      
Minimum Royalty Due

     

    January
1,
2011                                                        $25,000

     

    June 30,
2011                                                            $50,000

     

    June 30,
2012                                                            $125,000

     

    Each June
30 of every year
thereafter                  $200,000

     

    
      	
              3.1.b.ii  

            	
              The
      Annual Minimum Royalties will be adjusted by the cumulative percentage
      change in the CPI-W Consumer Price Index between July  and the
      June preceding the date on which the payment in question is
      payable.

            


    

     

    
      	
              3.1.c  

            	
              Royalties Due From
      Sublicenses:  For each sublicense granted by LICENSEE,
      LICENSEE shall pay UNIVERSITY on the schedule described in Article 4 the
      following royalties :

            


    

     

    
      	
              3.1.c.i  

            	
               Net Sales by
      Sublicensees: Running Royalties as set forth in Article
      3.1.a.

            


    

     

    
      	
              3.1.c.ii  

            	
              Sublicensee Minimum Annual
      Royalty: Minimum royalties as set forth in
  3.1.b.

            


    

     

    
      	
              3.1.c.iii  

            	
              Sublicensing
      Consideration: Fifteen Percent (15%) of Sublicensing Consideration
      earned in any period.

            


    

     

    
      	
              3.2  

            	
              Prior Patent
      Costs:  In partial consideration for the rights granted
      herein, LICENSEE shall pay any outstanding Prior Patent Costs upon
      execution of this Agreement.

            


    

     

    
      	
              3.3  

            	
              Patent
      Costs:  In partial consideration for the rights granted
      herein, LICENSEE shall pay within sixty (60) days of receipt of the
      UNIVERSTY invoice all costs present and future, incurred in maintaining
      Patent Rights.

            


    

     

    
      	
              3.4  

            	
              License
      Fee:  A License Fee of Fifteen Thousand Dollars ($15,000)
      shall be paid within 90 days of execution of the
  Agreement.

            


    

     

    
      	
              3.5  

            	
              Early Termination
      Fee:  For termination prior to June 30, 2012, Licensee
      will pay UA an early termination fee of
$75,000.

            


    

     

    
      	
              3.6  

            	
              Change of
      Control:  The lesser of $350,000 or 3.0% of the monetary
      value of all consideration from a transaction involving the sale or
      assignment or effective transfer of the license agreement to any third
      party is due upon execution of the Change of
  Control.

            


    

     

    
      	
              3.7  

            	
              U.S.
      Government.   If a Government License exists
      according to Paragraph 2.6 and if LICENSEE maintains evidence of sales to
      the U.S. government under U.S. Government Rights, then no royalties may be
      collected nor need be paid on Licensed Products sold to or Licensed Method
      performed for the U.S. Government or any agency thereof, as provided for
      in that license to the government.

            


    

     

    
      
        
        

      

      
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      4. 
PAYMENTS, REPORTS, RECORD
KEEPING AND INSPECTIONS

    

     

    
      	
              4.1  

            	
              Timing of Royalty
      Payments. LICENSEE shall pay all royalties under Paragraph 3.1
      quarterly and within thirty (30) days of the end of each calendar
      quarter.  Each such payment shall be for the most recently
      completed calendar quarter.

            


    

     

    
      	
              4.2  

            	
              Sublicense
      Reporting.  LICENSEE shall notify the UNIVERSITY of each
      sublicense granted hereunder.  LICENSEE shall collect and pay
      all fees and royalties due UNIVERSITY and guarantee all such payments due
      from sublicensees.  LICENSEE shall monitor sublicensees and
      assure license terms are met, appropriate records are kept and product
      quality is equal to or greater than that required by this
      Agreement.

            


    

     

    
      	
              4.3  

            	
              Quarterly Royalty
      Reports. After the first commercial sale of Licensed Product or
      performance of Licensed Method, LICENSEE shall provide UNIVERSITY with an
      annual written report within thirty (30) days of December 31 of each
      calendar year indicating:

            


    

     

    
      	
              4.3.a  

            	
              Quantity
      of Licensed Product produced or Licensed Method performed in each
      location, relevant information on maintaining Licensed Products quality,
      and supplies of Licensed Products held by LICENSEE and sublicensee(s);
      and

            


    

     

    
      	
              4.3.b  

            	
              Summary
      of Licensed Product and Licensed Method gross sales and Net Sales for both
      LICENSEE and sublicensee(s); and

            


    

     

    
      	
              4.3.c  

            	
              The
      royalties due, including the method used to calculate royalties, the
      exchange rates used, if applicable, as well as any reductions due to sales
      to the U.S. Government; and

            


    

     

    
      	
              4.3.d  

            	
              An
      accounting of the quantity of Licensed Product sold and Licensed Method
      performed by LICENSEE and each sublicensee(s), including a summary of
      domestic and international distribution on which royalties are
      payable.

            


    

     

    
      	
              4.4  

            	
              Semi-Annual Pre-commercial
      effort reporting. Beginning December 2009 and continuing annually
      thereafter, LICENSEE shall submit to UNIVERSITY a progress report within
      thirty (30) days of December 31 covering LICENSEE’s activities related to
      the development and testing of all Licensed Products and Licensed Methods
      and the obtaining of the governmental approvals necessary for production,
      marketing, distribution and sale.  Progress reports are required
      for each Licensed Product and Licensed Method until the first commercial
      sale of that Licensed Product occurs in the United States. Such reports
      shall again be required if commercial sales of such Licensed Product or
      performance of Licensed Method are suspended or
      discontinued.  Progress reports submitted hereunder shall
      include, but are not limited to, the following
  information:

            


    

     

    
      	
              4.4.a  

            	
              Summary
      of work completed

            


    

     

    
      	
              4.4.b  

            	
              Key
      scientific discoveries

            


    

     

    
      
        
        

      

      
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              4.4.c  

            	
              Summary
      of work in progress

            


    

     

    
      	
              4.4.d  

            	
              Current
      schedule of anticipated events or
milestones

            


    

     

    
      	
              4.4.e  

            	
              Market
      plans for introduction of Licensed Products and Licensed
      Methods

            


    

     

    
      	
              4.4.f  

            	
              A
      summary of resources (dollar value) spent in the reporting
      period.

            


    

     

    
      	
              4.5  

            	
              Payment in U.S. Dollars.
      Payments hereunder shall be made in U.S. dollars in the United
      States.  If Licensed Products are sold or Licensed Method is
      performed for monies other than United States dollars, LICENSEE shall
      first determine the earned royalty in the currency of the country in which
      Licensed Products were sold or Licensed Method was practiced and then
      convert the amount into equivalent United States funds, using the exchange
      rate quoted in the Wall
      Street Journal on the last business day of the reporting
      period.

            


    

     

    
      	
              4.6  

            	
              No Reduction by Taxes or Other
      Charges. Royalties earned on sales occurring in any country outside
      the United States may not be reduced by any taxes, fees, or other charges
      imposed by the government of such country on the payment of royalty
      income.  LICENSEE is responsible for all bank transfer
      charges.  Notwithstanding this, all payments made by LICENSEE in
      fulfillment of UNIVERSITY’s own tax liability in any particular country
      will be credited against earned royalties or fees due UNIVERSITY for that
      country.

            


    

     

    
      	
              4.7  

            	
              Prompt Remittance on Foreign
      Sales. If at any time, legal restrictions prevent the prompt
      remittance of royalties by LICENSEE from any country where Licensed
      Products are sold or Licensed Method is practiced, LICENSEE shall convert
      the amount owed to UNIVERSITY into United States funds and shall pay
      UNIVERSITY directly from its U.S. source of funds for as long as the legal
      restrictions apply.

            


    

     

    
      	
              4.8  

            	
              Timing of Royalty
      Accrual. Royalties accruing to UNIVERSITY shall be owed by LICENSEE
      to UNIVERSITY when Licensed Product or Licensed Method are invoiced, or if
      not invoiced, when delivered, provided or performed to or for a third
      party.

            


    

     

    
      	
              4.9  

            	
              Interest on Late
      Payments. In the event that any payments are not received when due,
      LICENSEE shall pay additional interest charges on overdue balances in a
      period at a daily compounded annual rate of the prime rate quoted in the
      Wall Street
      Journal on the last business day of the reporting period plus
      10%.  Interest shall be calculated from the date payment was due
      and until actually received by
UNIVERSITY.

            


    

     

    
      	
              4.10  

            	
              Record Keeping, Inspection and
      Audit. LICENSEE shall maintain accurate books and records
      concerning this Agreement , and, upon reasonable advance notice by
      UNIVERSITY, LICENSEE’s records, inventory, and Licensed Product production
      or Licensed Method practice facilities shall be open for inspection by
      UNIVERSITY or University’s duly authorized agents for the purpose of
      verifying the accuracy of reports, including but not limited to
      calculations, deductions and payments due.  LICENSEE shall keep,
      and cause any sublicensee(s) to keep, accurate records and books showing
      the maintenance, production, inventory, sale, distribution or sublicensing
      of Licensed Product and the performance of Licensed
      Method.  LICENSEE shall permit UNIVERSITY or duly authorized
      agents of UNIVERSITY, during regular business hours, to inspect LICENSEE
      facilities and records for the purpose of verifying the accuracy of
      reports, quality control and auditing royalty payments due
      UNIVERSITY.  In the event payment is in error by Ten Thousand
      U.S. Dollars ($10,000.00) or more, LICENSEE shall pay all reasonable
      documented audit expenses.

            


    

     

    
      	
              4.11  

            	
              Invalidity. If any
      patent or patent claim within Patent Rights is held invalid in a final
      decision by a court of competent jurisdiction and last resort from which
      no appeal has or can be taken, all obligation to pay royalties based on
      that patent or claim or any claim patentably indistinct therefrom will
      cease as of the date of final decision.  LICENSEE shall not,
      however, be relieved from paying any royalties that accrued before the
      final decision, that are based on another patent or claim not involved in
      the final decision, or that are based on UNIVERSITY’s property
      rights.

            


    

     

    
      5. 
PATENT PROSECUTION AND
ENFORCEMENT

    

     

    
      	
              5.1  

            	
              Patent Prosecution.
      UNIVERSITY maintain the Patent Rights at LICENSEE’s
      expense.  UNIVERSITY shall provide all patent correspondence to
      LICENSEE and LICENSEE shall have opportunity to review and make timely
      comment.

            


    

    


    
      	
              5.2  

            	
              Patent Marking. LICENSEE
      and sublicensee(s) shall mark Licensed Product with the patent numbers of
      the patents within Patent Rights in accordance to 35 U.S.C. Section 287
      (or its foreign equivalents) to reflect that unauthorized production, use,
      sale, and distribution are
prohibited.

            


    

     

    
      	
              5.3  

            	
              Infringement
      Notification. LICENSEE shall notify UNIVERSITY promptly of any
      known production, sale, marketing, distribution, or use of Licensed
      Product or the performance of Licensed Method by persons that are not
      authorized to produce, use, market, distribute, or sell Licensed Product
      or Licensed Method.  Notification of such infringement shall
      include reasonable details that would enable UNIVERSITY to investigate and
      terminate such infringement, and UNIVERSITY retains the right to terminate
      such infringement subject to this Article
5.

            


    

     

    
      	
              5.4  

            	
              Empowerment of LICENSEE
      Concerning Infringements. Pursuant to this Agreement and to the
      provisions of 35 U.S.C. Chapter 29 or other statutes, LICENSEE is
      empowered:

            


    

     

    
      	
              5.4.a  

            	
              to
      bring suit in its own name, at its own expense, and on its own behalf for
      infringement of presumably valid claims in Patent Rights,
    and

            


    

     

    
      	
              5.4.b  

            	
              in
      any such suit, to enjoin infringement and to collect for its use, damages,
      profits, and awards of whatever nature recoverable for such infringement,
      and

            


    

     

    
      	
              5.4.c  

            	
              in
      any such suit, to settle any claim or suit for infringement of Patent
      Rights with the prior written permission of UNIVERSITY, such permission
      not to be unreasonably withheld,

            


    

     

    for which
LICENSEE has exclusive rights under this Agreement, provided that LICENSEE shall
notify UNIVERSITY of LICENSEE’s intention to file suit at least fourteen (14)
days prior to filing thereof.  In the event that LICENSEE exercises
its rights under this Paragraph, unless UNIVERSITY then notifies LICENSEE in
writing, within seven (7) days after UNIVERSITY’s receipt of LICENSEE’s notice,
that UNIVERSITY agrees to bear one-half of the expense of prosecuting such suit,
all recoveries had or obtained in such suit shall belong solely to LICENSEE,
with the exception of any royalties or their equivalent payable to UNIVERSITY as
set forth in this Agreement.  In any suit brought by LICENSEE under
this Paragraph in which UNIVERSITY has not agreed to bear one-half of the
expenses of such suit, UNIVERSITY shall have the right to be represented by
counsel of UNIVERSITY’s choice at UNIVERSITY’s expense if such suit involves, or
causes to become involved, actual or potential rights, obligations, and/or
properties of UNIVERSITY.  LICENSEE agrees to keep UNIVERSITY
reasonably apprised of the status and progress of any litigation.

     

    
      
        
        

      

      
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              5.5  

            	
              Recoveries when University
      Shares Costs. If UNIVERSITY notifies LICENSEE that UNIVERSITY
      agrees to bear one-half of expenses as specified in Paragraph 5.4, and if
      UNIVERSITY pays LICENSEE from time to time as expenses are incurred, then
      all recoveries obtained in such suit shall be divided equally between
      LICENSEE and UNIVERSITY.

            


    

     

    
      	
              5.6  

            	
              Suits Brought By
      University. In the event that suit is brought by UNIVERSITY under
      this Article, UNIVERSITY agrees that LICENSEE may join UNIVERSITY as a
      party plaintiff in any such suit.

            


    

     

    
      	
              5.7  

            	
              Bearing of Expenses. In
      any infringement action commenced under this Article, provided that
      UNIVERSITY fails to notify LICENSEE, as provided in Paragraph 5.4, that
      UNIVERSITY agrees to bear one-half of the expense of prosecuting such
      suit, the expenses in such action, including, but not limited to, costs,
      fees, attorney fees, and disbursements, shall be paid solely by
      LICENSEE.

            


    

     

    
      	
              5.8  

            	
              UNIVERSITY Cooperation.
      UNIVERSITY shall cooperate fully with LICENSEE in connection with any
      infringement action initiated by LICENSEE under this Article, and
      UNIVERSITY agrees promptly to provide reasonable access to all necessary
      documents and to render reasonable assistance in response to a written
      request by LICENSEE.

            


    

     

    
      	
              5.9  

            	
              In The Event Of A Declaratory
      Judgment. In the event that a declaratory judgment action alleging
      invalidity or non-infringement of any of the patents included in Patent
      Rights shall be brought against LICENSEE or raised by way of counterclaim
      or affirmative defense in an infringement suit brought by LICENSEE under
      this Article, LICENSEE, pursuant to this Agreement and to 35 U.S.C.
      Chapter 29 or other statutes, is
empowered:

            


    

     

    
      	
              5.9.a  

            	
              to
      defend the suit in its own name, at its own expense, and on its own
      behalf, for presumably valid claims in such patents;
  and

            


    

     

    
      	
              5.9.b  

            	
              in
      any such suit to enjoin infringement and to collect for its use, damages,
      profits, and awards of whatever nature recoverable for such infringement;
      and

            


    

     

    
      	
              5.9.c  

            	
              in
      any such suit to settle any claim or suit for declaratory judgment
      involving Patent Rights with the prior written permission of UNIVERSITY,
      such permission not to be unreasonably
withheld.

            


    

     

    Nothing
in this Paragraph shall be construed as limiting any rights granted to or
retained by either UNIVERSITY or LICENSEE under this Article.

     

    
      
        
        

      

      
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              5.10  

            	
              Damage Recovery. In the
      event that UNIVERSITY does not participate according to Paragraph 5.4 in
      any action brought under this Article and LICENSEE recovers damages,
      LICENSEE shall pay to UNIVERSITY an earned royalty on such recovery, the
      amount of such royalty to be equal to that specified in Article 3 and to
      be payable as specified under Article
4.

            


    

     

    
      	
              5.11  

            	
              No Obligation to Bring
      Suit. Nothing contained within this Article or this Agreement shall
      be construed to obligate UNIVERSITY to bring any suit or to enforce any
      rights under this Agreement.  Additionally, nothing contained
      within this Article or this Agreement shall be construed to limit the
      ability of UNIVERSITY to bring any suit or to enforce any rights under
      this Agreement.

            


    

     

     

    
      6. 
DILIGENCE

    

     

    
      	
              6.1  

            	
              Obligation to
      Commercialize. LICENSEE shall, using best business practice,
      diligently fill the market demands for Licensed Products and Licensed
      Method within the Field of Use and in the
  Territory.

            


    

     

    
      	
              6.2  

            	
              Approvals or
      Certifications. LICENSEE shall diligently endeavor to obtain all
      necessary governmental approvals for the manufacture, use, marketing,
      sale, and distribution of Licensed Products and/or performance of Licensed
      Method.

            


    

     

    
      	
              6.3  

            	
              Diligence Timelines.
      LICENSEE shall:

            


    

    
      	
              6.3.a  

            	
              market
      Licensed Products for sale, or Licensed Method for performance, in the
      Territory and the within the Field of Use by December 31, 2010;
      and

            


    

     

    
      	
              6.3.b  

            	
              market
      Licensed Products for sale and Licensed Method for performance within the
      Field of Use within sixty (60) days of regulatory approval by the
      appropriate governmental agency in each country in the
      Territory.

            


    

     

     

    
      7. 
TERM AND
TERMINATION

    

     

    
      	
              7.1  

            	
              Term. This Agreement
      shall be in effect as of the Effective Date, and shall continue until the
      last-to-expire Patent Rights.

            


    

     

    
      	
              7.2  

            	
              Termination by LICENSEE.
      LICENSEE may terminate this Agreement, at any time, upon ninety (90) days
      prior written notice to UNIVERSITY and including in the notice a
      declaration that LICENSEE is no longer, and henceforth will not be, making
      commercial gain from the Patent Rights or Technical Information for
      Licensed Product.

            


    

     

    
      	
              7.3  

            	
              Termination by UNIVERSITY.
      If LICENSEE breaches any term of this Agreement, then UNIVERSITY
      may give written notice of the breach; and, if LICENSEE fails to correct
      the breach within sixty (60) days, then UNIVERSITY shall have the right to
      cancel or terminate this Agreement.  This right, if exercised by
      UNIVERSITY, supersedes the rights granted in Article
  2.

            


    

     

    
      
        
        

      

      
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              7.4  

            	
              Automatic Termination.
      This Agreement will terminate automatically if, during the term of this
      Agreement, LICENSEE:

            


    

     

    
      	
              7.4.a  

            	
              commits
      any act of bankruptcy; or

            


    

     

    
      	
              7.4.b  

            	
              becomes
      insolvent; or

            


    

     

    
      	
              7.4.c  

            	
              is
      unable to pay its debts as they become due;
or

            


    

     

    
      	
              7.4.d  

            	
              files
      a petition under any bankruptcy or insolvency act;
  or

            


    

     

    
      	
              7.4.e  

            	
              has
      a petition under any bankruptcy or insolvency act filed against it which
      is not dismissed within sixty (60) days;
or

            


    

     

    
      	
              7.4.f  

            	
              offers
      any component of  Patent Rights for the benefit of its
      creditors; or

            


    

     

    
      	
              7.4.g  

            	
              terminates
      its incorporation.

            


    

     

    
      	
              7.5  

            	
              Termination by UNIVERSITY.
      UNIVERSITY shall have the right, at its sole discretion, to
      terminate this Agreement if, during the term of this Agreement,
      LICENSEE:

            


    

     

    
      	
              7.5.a  

            	
              ceases
      the commercial sale of Licensed Product or performance of Licensed Method;
      or

            


    

     

    
      	
              7.5.b  

            	
              liquidates
      or takes steps to liquidate its assets reasonably required for the sale of
      Licensed Product or the performance of Licensed
  Method.

            


    

     

    
      	
              7.6  

            	
              Effect of Termination.
      Upon termination of this Agreement for any reason, LICENSEE shall
      immediately cease use of the rights granted herein, including but not
      limited to ceasing to transfer Licensed Products and practice Licensed
      Method; all Licensed Product under the control of LICENSEE and/or
      sublicensee(s) shall be fully and completely destroyed by LICENSEE using
      appropriate chemical and/or mechanical methods, excepting Licensed Product
      stock held by sublicensee(s) that remains in compliance with the terms and
      conditions of this Agreement.

            


    

     

    
      	
              7.7  

            	
              Effect of Termination Upon
      Sublicenses. Upon termination of this Agreement for any reason,
      UNIVERSITY, at its sole discretion, shall determine whether sublicenses
      shall be canceled or assigned to UNIVERSITY.  LICENSEE agrees to
      assign to UNIVERSITY if requested by
UNIVERSITY.

            


    

     

    
      	
              7.8  

            	
              No Relief of Obligations
      Incurred Prior to Termination. Termination of the Agreement granted
      hereunder for any reason by either party shall not relieve the parties of
      any obligation accruing prior to such
  termination.

            


    

     

    
      	
              7.9  

            	
              Surviving
      Terms.  Notwithstanding any termination or expiration of
      this Agreement, the provisions of Articles 9, 10 and 11 shall survive and
      shall be enforceable according to the terms
  thereof.

            


    

     

    
      
        
        

      

      
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      8. 
ASSIGNMENT

    

     

    
      	
              8.1  

            	
              UNIVERSITY Assignments.
      UNIVERSITY may assign this
Agreement.

            


    

     

    
      	
              8.2  

            	
              Other Assignments. This
      Agreement shall not be assigned by LICENSEE
  except:

            


    

     

    
      	
              8.2.a  

            	
              With
      the prior written consent of UNIVERSITY, which consent shall not be
      unreasonably withheld; or as part of a sale or transfer of substantially
      the entire business of LICENSEE relating to operations which concern this
      Agreement, and that a condition of such sale is purchaser’s agreement to
      comply with the terms and conditions of this
  Agreement.

            


    

     

    
      	
              8.2.b  

            	
              Assignment
      of this Agreement under this Article shall only become effective after
      UNIVERSITY receives written notice by the Party making the assignment to
      the other Party that:

            


    

     

    
      	
              8.2.b.i  

            	
              The
      assignment has been made;

            


    

     

    
      	
              8.2.b.ii  

            	
              The
      name of the new assignee;

            


    

     

    
      	
              8.2.b.iii  

            	
              Any
      breaches have been cured and payments due paid;
  and

            


    

     

    
      	
              8.2.b.iv  

            	
              The
      new recipient of notices and other necessary information required under
      Article 12.

            


    

     

    
      9. 
CONFIDENTIALITY

    

     

    
      	
              9.1  

            	
              Information Handling.
      LICENSEE shall safeguard confidential Technical Information (“Confidential
      Information”) supplied by UNIVERSITY against disclosure to others with the
      same degree of care as it exercises with its own data or information of a
      similar nature.  LICENSEE shall not use such Confidential
      Information except to perform its obligations under this Agreement, and
      shall not disclose such Confidential Information to others (except to its
      employees, agents, or consultants who are bound to LICENSEE by a like
      obligation of confidentiality) without the express written permission of
      UNIVERSITY, except that LICENSEE is not prevented from using or disclosing
      any of the Confidential Information
that:

            


    

     

    
      	
              9.1.a  

            	
              LICENSEE
      can demonstrate by written records was previously known to it;
      or

            


    

     

    
      	
              9.1.b  

            	
              is
      now or becomes in the future public knowledge other than through acts or
      omissions of LICENSEE; or

            


    

     

    
      	
              9.1.c  

            	
              is
      lawfully obtained by LICENSEE from sources independent of UNIVERSITY
      without obligation of confidentiality;
or

            


    

     

    
      	
              9.1.d  

            	
              is
      required to be disclosed to a third party by applicable laws or out of
      court proceedings.

            


    

     

    
      	
              9.2  

            	
              Term of secrecy. The
      secrecy obligations of LICENSEE under these terms shall remain in effect
      for five (5) years from the termination date of this
      Agreement.

            


    

     

    
      	
              9.3  

            	
              No Reduction of Obligations Due
      to Timing of Receipt of Technical Information. The obligations of
      confidentiality and limited use hereunder apply to any Confidential
      Information of UNIVERSITY provided to LICENSEE relating to the subject
      matter of this Agreement, whether supplied under this Agreement or prior
      to the Effective Date.

            


    

     

    
      
        
        

      

      
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              9.4  

            	
              Arizona Public Records Law.
      This Agreement itself cannot be Proprietary Information per the
      Arizona Public Records Law A.R.S. 39-121 and A.R.S.
    41-1350.

            


    

     

    
      10.    
NO
WARRANTIES

    

     

    
      	
              10.1  

            	
              EXCEPT AS OTHERWISE EXPRESSLY
      SET FORTH IN THIS AGREEMENT, UNIVERSITY MAKES NO REPRESENTATIONS AND
      EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
      BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE, AND VALIDITY OF PATENTED RIGHTS CLAIMS, ISSUED OR
      PENDING.  IT IS AGREED THAT LICENSEE ACCEPTS LICENSED PRODUCTS
      AND LICENSED METHODS ON AN “AS IS”
BASIS.

            


    

     

    
      	
              10.2  

            	
              NOTHING
      IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES UNIVERSITY EITHER
      TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT
      INFRINGEMENT OR TO FURNISH ANY KNOW-HOW OR TRADE SECRETS NOT PROVIDED IN
      UNIVERSITY’S PATENT RIGHTS.

            


    

     

    
      	
              10.3  

            	
              IN
      NO EVENT SHALL UNIVERSITY BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING
      INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE
      OF THIS LICENSE OR THE USE OF THE TECHNICAL INFORMATION OR LICENSED
      PRODUCTS.

            


    

     

    
      	
              10.4  

            	
              NO
      WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, OR SOLD UNDER
      THE TERMS OF THIS AGREEMENT WILL BE FREE FROM INFRINGEMENT OF ANY THIRD
      PARTY PATENTS.

            


    

     

    
      	
              10.5  

            	
              THIS
      AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY
      LICENSE OR RIGHTS TO ANY OTHER PATENT OF UNIVERSITY OTHER THAN PATENT
      RIGHTS AS EXPRESSLY STATED HEREIN, REGARDLESS OF WHETHER SUCH PATENTS ARE
      DOMINANT OR SUBORDINATE TO PATENT
RIGHTS.

            


    

     

     

    
      11. 
LICENSEE REPRESENTATIONS,
INDEMNIFICATION AND INSURANCE

    

     

    
      	
              11.1  

            	
              LICENSEE Warranties and
      Representations. LICENSEE warrants and represents
    that:

            


    

     

    
      	
              11.1.a  

            	
              The
      production, use, marketing, sale, and distribution of Licensed Products
      and the practice of Licensed Method shall be in conformance to applicable
      county, state, federal or foreign laws, rules, and regulations governing
      the production, use, marketing, sale, and distribution of Licensed
      Products or the practice of Licensed Method in or between any county,
      state, federal, or foreign jurisdiction;
and

            


    

     

    
      	
              11.1.b  

            	
              Licensed
      Products will not be produced, used, marketed, sold, distributed, and/or
      sublicensed outside the Field of Use or Territory and that Licensed Method
      will not be practiced outside the Field of Use or
    Territory.

            


    

     

    
      
        
        

      

      
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              11.2  

            	
              LICENSEE Representations,
      Warranties and Indemnification. LICENSEE shall indemnify, hold
      harmless and defend UNIVERSITY, its officers, employees, agents, and the
      inventors of the Technical Information leading to patents and patent
      applications in Patent Rights and their employers, against any and all
      claims, suits, losses, damage, costs, fees, and expenses resulting from or
      arising out of the exercise of this Agreement or any sublicense, and those
      arising from the breach or non-performance by LICENSEE, of the foregoing
      obligations, representations and warranties.  This
      indemnification includes, but is not limited to, any product
      liability.

            


    

     

    
      	
              11.3  

            	
              Insurance Requirements.
      LICENSEE, at its sole cost and expense, shall insure its activities in
      connection with the work under this Agreement and obtain, keep in force,
      and maintain insurance as follows, or an equivalent program of self
      insurance:

            


    

     

    
      	
              11.3.a  

            	
              Comprehensive
      or commercial general liability insurance (contractual liability included)
      with its minimum limits as follows:

            


    

     

    
      	
              11.3.a.i  

            	
              Each
      Occurrence One Million U.S. Dollars
($1,000,000)

            


    

     

    
      	
              11.3.a.ii  

            	
              Products/Completed
      Operations Aggregate Two Million U.S. Dollars
  ($2,000,000)

            


    

     

    
      	
              11.3.a.iii  

            	
              Personal
      and Advertising Injury One Million U.S. Dollars
    ($1,000,000)

            


    

     

    
      	
              11.3.a.iv  

            	
              General
      Aggregate (commercial form only) Two Million U.S. Dollars
      ($2,000,000)

            


    

     

    
      	
              11.3.b  

            	
              The
      coverage and limits specified above do not in any way limit the liability
      of LICENSEE under this Agreement.  Such insurance coverage is
      required prior to the first sale of Licensed Products or performance of
      Licensed Method.  LICENSEE shall furnish UNIVERSITY with
      certificates of insurance showing compliance with all
      requirements.  Such certificates
must:

            


    

     

    
      	
              11.3.b.i  

            	
              Provide
      for thirty (30) day advance written notice to UNIVERSITY of any
      modification.

            


    

     

    
      	
              11.3.b.ii  

            	
              Indicate
      that UNIVERSITY has been endorsed as an additional Insured under the
      coverage specified above.

            


    

     

    
      	
              11.3.b.iii  

            	
              Include
      a provision that the coverage will be primary and will not relate to nor
      will be excess over any valid and collectable insurance or program of
      self-insurance carried or maintained by
  UNIVERSITY.

            


    

     

    
      	
              11.4  

            	
              Notification Concerning Suits
      Under This Article. UNIVERSITY shall notify LICENSEE in writing of
      any claim or suit brought against UNIVERSITY in respect of which
      UNIVERSITY intends to invoke the provisions of this
      Article.  LICENSEE shall promptly keep UNIVERSITY informed on a
      current basis of its defense of any claims under this
    Article.

            


    

     

    
      
        
        

      

      
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              12.

            	
              NOTICES

            


    

     

    
      	
              12.1  

            	
              Delivery. Any royalty or
      fee payment, notice, or other communication required or permitted to be
      made or to be given to either party under this Agreement shall be
      sufficiently made or given on the date of mailing if sent to such party by
      either certified first class U.S. mail, postage prepaid, or by traceable
      delivery services such as Federal Express, United Postal Service or DHL,
      addressed to that party at its address set forth
  below:

            


    

     

    If to
UNIVERSITY:

    Attention OTT Reference:
UA00-032

    Office of Technology
Transfer

    The University of Arizona

    University Services Building, Room
204

    888 North Euclid Avenue

    Tucson,
AZ 85721

     

    Phone:
520-621-5000             Facsimile:
520-626-4600

     

    If to
LICENSEE:

    Mr.
Steven Squires

    Solterra
Renewable Technologies, Inc.

    7700
South River Parkway

    Tempe,
AZ   85284

    


    Phone:
623-792-8946             Facsimile:   623-792-8947

    


    
      	
              13.

            	
              MISCELLANEOUS

            


    

    


    
      	
              13.1  

            	
              Use of Names and Trademarks. Nothing
      contained in this Agreement confers any right to use in advertising,
      publicity, or other promotional activities any name, trade name,
      trademark, or other designation of any party hereto (including
      contraction, abbreviation, or simulation of any of the
      foregoing).  Unless required by law, the use by LICENSEE of the
      name “Arizona Board of Regents”, “The University of Arizona”, or the name
      of any campus associated with UNIVERSITY in advertising, publicity, or
      other promotional activities is
prohibited.

            


    

     

    
      	
              13.2  

            	
              Governing Law and Venue.
      This Agreement is subject to and shall be construed and enforced in
      accordance with the laws of the State of Arizona, but the scope and
      validity of any patent or patent application shall be governed by the
      applicable laws of the country where the patent or patent application is
      filed.

            


    

     

    
      	
              13.3  

            	
              Entire Understanding.
      This Agreement embodies the entire understanding of the parties, and there
      are no other agreements or understandings, either express or implied,
      between the parties relating to the subject matter hereof.  No
      amendment or modification of this Agreement shall be valid or binding upon
      the parties unless made in writing and signed on behalf of each of the
      parties by their respective duly authorized officers or
      agents.

            


    

     

    
      	
              13.4  

            	
              Headings Provided For
      Convenience. The headings of the Articles and certain paragraphs
      are inserted for convenience of reference only and are not intended to be
      a part of or affect the meaning or interpretation of this
      Agreement.

            


    

     

    
      	
              13.5  

            	
              U.S. Manufacture.
      LICENSEE shall ensure compliance with Title 35 U.S.C.
  §204.

            


    

     

    
      
        
        

      

      
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              13.6  

            	
              Government Reporting
      Requirements or Approvals. LICENSEE shall notify UNIVERSITY if
      LICENSEE becomes aware that this Agreement is subject to any U.S. or
      foreign government reporting or approval requirement.  LICENSEE
      shall make all necessary filings and pay all costs including, but not
      limited to, fees, penalties, and all other out-of-pocket costs associated
      with such reporting or approval
process.

            


    

     

    
      	
              13.7  

            	
              Export Control. LICENSEE
      shall observe all applicable United States and foreign laws with respect
      to the transfer of Licensed Products or Licensed Method and related
      technical data to foreign countries, including, without limitation, the
      Export Administration Regulations.

            


    

     

    
      	
              13.8  

            	
              Enforceability of Terms.
      In case any of the provisions contained in this Agreement is held to be
      invalid, illegal, or unenforceable in any respect, that invalidity,
      illegality, or unenforceability will not affect any other provisions of
      this Agreement, and this Agreement will be construed as if the invalid,
      illegal, or unenforceable provisions had never been contained in
      it.

            


    

     

    
      	
              13.9  

            	
              State
      of Arizona Required Clauses.

            


    

     

    
      	
              13.9.a  

            	
              The
      parties agree to be bound by applicable state and federal rules governing
      equal employment opportunity, immigration and
      nondiscrimination.

            


    

     

    
      	
              13.9.b  

            	
              The
      parties agree that should a dispute arise between them, in any manner,
      concerning this Agreement, and said dispute involves the sum of Fifty
      Thousand U.S. Dollars ($50,000) or less in money damages only, exclusive
      of interest or cost of attorney’s fees, the parties will submit the matter
      to binding arbitration pursuant to the Arizona Supreme Court Rules for
      Compulsory Arbitration and the decision of the arbitrator(s) shall be
      final and binding upon the parties.

            


    

     

    
      	
              13.9.c  

            	
              The
      parties recognize that the performance by the UNIVERSITY may be dependent
      upon the appropriation of funds by the State Legislature of
      Arizona.  Should the State Legislature of Arizona fail to
      appropriate the necessary funds, the UNIVERSITY may cancel this Agreement
      without further duty or obligation.

            


    

     

    
      	
              13.9.d  

            	
              This
      Agreement is subject to the provisions of A.R.S. § 38-511.  The
      UNIVERSITY may cancel this Agreement by written notice to the parties if
      any person substantially involved in obtaining, drafting, or procuring
      this Agreement for or on behalf of the UNIVERSITY becomes an employee or
      consultant in any capacity of
LICENSEE.

            


    

     

    
      	
              13.10  

            	
              Performance. The failure
      of any party hereto at any time or times to require performance of any
      provisions of this Agreement shall in no manner affect its right to
      enforce such provision at a later
time.

            


    

     

    
      	
              13.11  

            	
              No Waiver.  No
      waiver by any party of this Agreement of any breach or default of any of
      the covenants or agreements herein set forth may be deemed a waiver as to
      any subsequent and/or similar breach or
default.

            


    

     

    
      	
              13.12  

            	
              Parties.  The
      parties are not partners or joint venturers, and nothing herein shall be
      construed as causing them to be.  Neither of the parties has the
      authority to act in the other’s name, nor act for the other’s benefit,
      except as is expressly provided in this
  Agreement.

            


    

     

    
      	
              13.13  

            	
              Complete
      Agreement.  This Agreement constitutes the entire
      agreement, both written and oral, between the parties.  All
      prior agreements relating to the subject matter of this Agreement, whether
      written or oral, express or implied, are
  cancelled.

            


    

     

    
      
        
        

      

      
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      Patent
Rights and Technical Information License

      Solterra
Renewable Technologies /The University of Arizona

    

    
 

    IN
WITNESS WHEREOF, each party hereto has executed this Agreement in duplicate
originals by their respective and duly authorized officers on the day and year
below written.

    


    ARIZONA
BOARD OF
REGENTS                                                                        
SOLTERRA RENEWABLE
TECHNOLOGIES

            on
behalf of

    THE
UNIVERSITY OF ARIZONA

    


    


    By:____________________________                                                                By:____________________________

    (Signature)                                                                                                                   
(Signature)

     

    Name:  Patrick
L.
Jones                                                                                              
Name: Steven Squires

     

    Title:    Director                                                                                                           
Title:  President and CEO

                Office
of Technology Transfer

    


    Date:___________________________                                                                Date:____________________________

     

     

    
      
        
        

      

      
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    Exhibit
A

    Technical
Information Transferred as of the Effective Date

    


    


    
      	
              A.1.  

            	
              U.S.
      Patent No. 7,015,052, issued on March 21, 2006, entitled "Screen-Printing
      Techniques for the Fabrication of Organic Light-Emitting Diodes" and any
      and all U.S. issued patents or patent applications that may be derived
      therefrom "

            


    

    


    


    


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