Exhibit
10.5


 


Exclusive
License Agreement


 


between


 


The
Regents of the University of California


 


and


 


Nano
Engineered Applications, Inc.


 


For


 


Chemical
Nanowire Sensory Arrays


 


UC
Case Numbers 2004-177, 2007-108, 2010-170 & 2010-240


 






    	 



    	 



    

 


Table
of Contents


 


	Article No.	Title	Page
	 	 	 
	Recitals	1
	1.	Definitions	2
	2.	Grant	4
	3.	Sublicenses	5
	4.	License
    Fees	6
	5.	Royalties	7
	6.	Due
    Diligence	8
	7.	Progress
    and Royalty Reports	9
	8.	Books
    and Records	10
	9.	Life
    of the Agreement	10
	10.	Termination
    by The Regents	11
	11.	Termination
    by the Licensee	11
	12.	Disposition
    of Licensed Products upon Termination or Expiration	12
	13.	Use
    of Names and Trademarks	12
	14.	Limited
    Warranty	12
	15.	Limitation
    of Liability	13
	16.	Patent
    Prosecution and Maintenance	13
	17.	Patent
    Marking	15
	18.	Patent
    Infringement	15
	19.	Indemnification	16
	20.	Notices	18
	21.	Assignability	19
	22.	Late
    Payments	19
	23.	Waiver	19
	24.	Governing
    Laws; Venue; Attorneys Fees	20
	25.	Government
    Approval or Registration	20
	26.	Compliance
    With Laws	20
	27.	Force
    Majeure	21
	28.	Confidentiality	21
	29.	Miscellaneous	23
	30.	Business
    Plan - Exhibit A  	





 






    	 



    	 



    

 


UC
Case Numbers 2004-177, 2007-108, 2010-170 & 2010-240


 


EXCLUSIVE
LICENSE AGREEMENT


 


BETWEEN


 


THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA


 


AND


 


NANO
ENGINEERED APPLICATIONS, INC.


 


This
license agreement ("Agreement") is entered into as of the last signatory date of the Agreement (the "Effective
Date"), by and between The Regents of the University of California ("The Regents"), a California corporation, having
its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, represented by its Riverside
campus having an address at University of California, Riverside, Office of the Vice Chancellor for Research, 200 University Office
Building, Riverside, CA 92521, and Nano Engineered Applications, Inc., a Delaware corporation ("Licensee"), having a
principal place of business at 1650 Spruce Street, Suite 500, Riverside, CA 92507.


 


RECITALS


 


Whereas,
certain inventions are characterized as "Chemical Nanowire Sensor Arrays" ("Invention"), were made by Nosang
Myung et al. at the University of California, Riverside campus, and are claimed in Patent Rights, as defined below;


 


Whereas,
the Invention covered under UC Case Number 2004-177 ("Bio-receptor Embedded Conductive Polymer Nanowire Sensor Arrays")
was made under funding provided by the Department of Defense DMEA Program;


 


Whereas,
the Invention covered under UC Case Number 2007-108 ("Metal Nanoparticles Decorated Carbon Nanotubes for Gas Sensors")
was made under joint funding provided by Bourns Engineering and the University of California, Riverside;


 


Whereas,
certain of the Inventions covered under UC Case Numbers 2010-170 ("Synthesis of Nanopeapods by Galvanic Displacement of Segmented
Nanowires") and 2010-240 ("Metal and Metal Oxides Co-Functionalization SWNT's as High Performance Gas Sensors")
were made under funding provided by the National Institutes of Health;


 






    	1



    	 



    

 





Whereas,
under 35 USC §§200-212, The Regents elected to retain title to the Inventions made under United States Government federal
funding and granted to the United States Government nontransferable, paid-up, nonexclusive, irrevocable licenses to make and use
these Inventions by or on behalf of the United States Government throughout the world;


 


Whereas,
Licensee is a "small entity" as defined in 37 CFR §1.27 and a "small business concern" as defined in
15 USC 032;


 


Whereas,
the Licensee requested certain rights from The Regents to commercialize the Invention; and


 


Whereas,
The Regents wishes to respond to the request of the Licensee by granting the following rights to the Licensee so that the products
and other benefits derived from the Invention can be enjoyed by the general public.


 


In
consideration of the promises hereinafter set forth, the receipt and sufficiency of which the parties hereby acknowledge, the
parties hereby agree as follows:


 


1.DEFINITIONS


 


		A.	"Affiliate"
                                         of the Licensee means any entity that, directly or indirectly, Controls the Licensee,
                                         is Controlled by the Licensee, or is under common Control with the Licensee.



 


		B.	"Field
                                         of Use" means the use of the Licensed Products and the Licensed Methods for chemical
                                         detection using carbon nanotube-based sensory arrays. Any use of the Licensed Products
                                         for other than chemical detection is excluded from the Field of Use.



 


		C.	"Control"
                                         means (i) having the actual, present capacity to elect a majority of the directors of
                                         such affiliate, (ii) having the power to direct at least forty percent (40%) of the voting
                                         rights entitled to elect directors, or (iii) in any country where the local law will
                                         not permit foreign equity participation of a majority, ownership or control, directly
                                         or indirectly, of the maximum percentage of such outstanding stock or voting rights permitted
                                         by local law.



 


	 	D.	"Fair
    Market Value" means the amount that is charged for a Licensed Product in an arm's length transaction between the Licensee
    and an independent third party. In the event that the Licensee makes no arm's length Sales to independent third parties, then
    Fair Market Value will be calculated by comparing the market price charged for like products, sold in similar quantities,
    by the Licensee or others.


 


	 	E.	"Licensed
    Method" means any process, method, or service of which the use or practice of such would infringe or contribute to or
    induce the infringement of any Valid Claims within Patent Rights.


 




    	2



    	 



    

	 	F.
    	"Licensed
    Product" means all compositions of matter, the manufacture, use, Sale, offer for Sale, or import of which would infringe,
    or contribute to or induce the infringement of any Valid Claims within Patent Rights, or which would require the performance
    of the Licensed Method.


 


	 	G.	"Net
    Sales" means (a) the gross invoice price charged and the value of any other consideration owed to the Licensee for a
    Licensed Product, or (b) in those instances where the Licensed Product is combined in any manner with any other product, method,
    or service, the gross invoice price charged and the value of any other consideration owed to the Licensee for the combined
    product, method, or service, less the following items, but only to the extent that they actually pertain to the disposition
    of such Licensed Product, and are identified separately on a bill or invoice:


 


		i.	Allowances
                                         actually granted to customers for rejections, returns, or prompt payment and volume discounts;



 


		ii.	Freight,
                                         transport packing, and insurance charges associated with transportation; and



 


		iii.	Taxes,
                                         including Deductible Value-Added Tax, tariffs or import/export duties based on Sales
                                         when included in the gross invoice price, but excluding value-added taxes other than
                                         Deductible Value-Added Tax or taxes assessed on income derived from Sales; "Deductible
                                         Value-Added Tax" means only the portion of the value-added tax that is actually
                                         incurred and is not reimbursable, refundable, or creditable under the tax authority of
                                         any country.



 


	 	H.	"New
Developments" means inventions and associated intellectual property which are not sufficiently supported by the specification
of a patent or patent application within the Patent Rights to be claimed under Patent Rights.
	 	 	 
	 	I.	"Patent
Rights" means The Regents' interest in the Valid Claims of the United States patents and patent applications, corresponding
foreign patents and patent applications and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part
applications (but only those Valid Claims in the continuation-in-part applications that are entirely supported in the specification
and entitled to the priority date of the parent application) based on the following:


 


"Bio-receptor
Embedded Conductive Polymer Nanowire Sensor Arrays" filed on October 25, 2005, United States Patent Application Serial Number
11/259,557, assigned to The Regents (UC Case Number 2004-177-2);


 




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"Metal
Nanoparticles Decorated Carbon Nanotubes for Gas Sensors" filed on September 11, 2007, United States Patent Application Serial
Number 12/514,050, assigned to The Regents (UC Case Number 2007-108-2);


 


"Synthesis
of Nanopeapods by Galvanic Displacement of Segmented Nanowires" to be filed shortly and assigned to The Regents (UC Case
Number 2010-170); and


 


"Metal
and Metal Oxides Co-Functionalization SWNT's as High Performance Gas Sensors" to be filed shortly and assigned to The Regents
(UC Case Number 2010-240).


 


This
definition of Patent Rights excludes any rights in and to New Developments.


 


		J.	"Sale"
                                         means the act of selling, leasing or otherwise transferring, providing, or furnishing
                                         for use for any consideration. Correspondingly, "Sell" and "Sold"
                                         mean to make or have made a Sale. In the event that Licensed Products are exploited,
                                         consumed, or otherwise internally used by the Licensee or its Sublicensees for reasons
                                         other than marketing, sales promotion, media samples, R&D and research trials, such
                                         act will be deemed a Sale.



 


		K.	"Valid
                                         Claim" means a claim of a patent application or patent that (i) has not expired;
                                         (ii) has not been disclaimed; (iii) has not been cancelled or superseded, or if cancelled
                                         or superseded, has been reinstated; and (iv) has not been revoked, held invalid, held
                                         unenforceable or not allowable by a tribunal or patent authority of competent jurisdiction
                                         over such claim from which no further appeal has or may be taken.



 


2.
GRANT


 


		A.	Subject
                                         to the terms and conditions of this Agreement, including the licenses granted to the
                                         United States Government set forth in the recitals and in Paragraph 2.E and rights reserved
                                         in Paragraph 2.B, The Regents hereby grants to the Licensee an exclusive license in the
                                         Field of Use, including the right to sublicense pursuant to Article 3 (Sublicenses),
                                         under the Patent Rights to make, have made, use, Sell, offer for Sale, import Licensed
                                         Products, and to practice the Licensed Method in the United States and in other countries
                                         where The Regents may lawfully grant such licenses.



 


		B.	Nothing
                                         in this Agreement will be deemed to limit the right of The Regents to make and use the
                                         Invention and practice the Patent Rights, including at all campuses within the University
                                         of California, and allow other educational and non-profit institutions to do so for educational
                                         and research purposes and to publish the results of any such research (collectively "Research
                                         Rights"); provided however, notwithstanding any other provision hereof, the Research
                                         Rights do not include purposes and uses which, in fact, do result in any product incorporating
                                         the Invention and Patent Rights where such product is sold or delivered for no consideration
                                         into any market beyond controlled studies in the exercise of educational and research
                                         activities of educational and nonprofit institutions.



 




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		C.	This
                                         Agreement will terminate immediately, without obligation to provide sixty (60) days'
                                         notice as set forth in Article 10, if Licensee files a claim including in any way the
                                         assertion that a portion of Patent Rights is invalid or unenforceable where the filing
                                         is by the Licensee, a third party on behalf of the Licensee, or a third party at the
                                         urging of the Licensee.



 


		D.	No
                                         assignment of Patent Rights shall be allowed under this Agreement to Licensee or to Sublicensees.



 


		E.	The
                                         licenses granted hereunder will be subject to the overriding obligations to the United
                                         States Government including those set forth in 35 USC §§200-212 and applicable
                                         governmental implementing regulations and the obligation to report on utilization of
                                         the Invention set forth in 37 CFR §401.14(h).



 


		F.	Because
                                         the Inventions covered under UC Case Numbers 2004-177, 2010-170 and 2010-240 were made
                                         under funding provided by the United States Government, Licensed Products, the Invention,
                                         and any products embodying such Inventions Sold by Licensee and its Sublicensees will
                                         be substantially manufactured in the United States.



 


3.SUBLICENSES


 


		A.	The
                                         Regents also grant to the Licensee, so long as it retains exclusive rights under this
                                         Agreement, the right to issue Sublicenses ("Sublicenses") to Affiliates and
                                         third parties ("Sublicensees") under the rights and licenses granted to Licensee
                                         in Paragraph 2.A (with no right of the Sublicensees to further sublicense such rights
                                         to others) in the United States and in other countries where The Regents may lawfully
                                         grant such licenses. Affiliates shall have no licenses under the Patent Rights unless
                                         such Affiliates are granted a Sublicense. All Sublicenses will include all of the rights
                                         of, and will require the performance of all the obligations due to, The Regents (and,
                                         if applicable, the United States Government or other research sponsor) under this Agreement
                                         other than those rights and obligations specified in Article 4 (License Fees) of this
                                         Agreement. For the purposes of this Agreement, the operations of all Sublicensees shall
                                         be deemed to be the operations of the Licensee, for which the Licensee shall be responsible.



 


		B.	The
                                         Licensee will notify The Regents of each Sublicense granted hereunder and provide The
                                         Regents with a complete copy of each Sublicense within thirty (30) days of its execution.



 


		C.	The
                                                                                                                                                                                                                                                                        Licensee will be responsible for paying to The Regents Earned Royalties, as specified in Article 5 (Royalties) based on
                                                                                                                                                                                                                                                                        Sales of Licensed Products by the Sublicensees. The Licensee will guarantee all consideration due The Regents based on
                                                                                                                                                                                                                                                                        Sublicensees's Sales. The Licensee will require Sublicensees to provide it with copies of all Progress Reports and royalty
                                                                                                                                                                                                                                                                        reports in accordance with the provisions herein, and the Licensee will collect and deliver to The Regents all such reports
                                                                                                                                                                                                                                                                        due from Sublicensees.



 






    	5



    	 



    

 


		D.	In
                                         addition to the payment of Earned Royalties based on the Sale of Licensed Products by
                                         the Sublicensees, the Licensee will pay to The Regents three percent (3%) of all Non-Royalty
                                         Consideration received by the Licensee in exchange for the grant of Sublicenses under
                                         Article 3. For purposes of this Paragraph 3.D, "Non-Royalty Consideration"
                                         means all non-royalty consideration received by the Licensee as consideration for the
                                         grant of a Sublicense, including fees, milestone payments, other payments, and the cash
                                         equivalent of non-cash consideration (e.g., stock, services, and equipment). This definition
                                         of Non-Royalty Consideration expressly excludes any royalty consideration received by
                                         the Licensee from a Sublicensee based on a percentage of the Sublicensee's Sales of Licensed
                                         Products, which such Sales are subject to Article 5 (Earned Royalties).



 


		E.	Upon
                                         termination of this Agreement for any reason, The Regents, at its sole discretion, will
                                         determine whether any or all Sublicenses will be canceled or assigned to The Regents.
                                         In the event that The Regents accepts assignment of any Sublicense, The Regents will
                                         not be bound by any provisions of the Sublicense other than those rights and obligations
                                         contained in this Agreement. Moreover, The Regents will have the sole right to modify
                                         each such assigned Sublicense to include all of the rights of The Regents that are contained
                                         in this Agreement, including the payment of Earned Royalties directly to The Regents
                                         in accordance with Article 5 (Royalties).



 


4.LICENSE
FEES


 


		A.	The
                                         Licensee will pay to The Regents a license issue fee of ten thousand dollars ($10,000.00)
                                         within eight (8) months of the Effective Date of this Agreement.



 


		B.	Subject
                                         to the approval of The Regent's Office of the President, as partial consideration for
                                         all the rights and licenses granted to the Licensee, within ninety (90) days from the
                                         Effective Date, the Licensee will provide and deliver to The Regents fully paid non-assessable
                                         shares of common stock of Nano Engineered Applications Inc., which shares will equal
                                         ten percent (10%) of all shares of its then-issued common stock. The stock transferred
                                         hereunder will be subject to the terms of a separate shareholder's agreement by and between
                                         The Regents and Licensee. If the transfer of equity is not approved by The Regents' Office
                                         of the President, the parties will negotiate an alternative and equivalent form of compensation.



 


		C.	The
                                         fee set forth above is not refundable, not creditable, and not an advance against any
                                         fees, royalties, or other monies required to be paid under the terms of this Agreement.



 




    	6



    	 



    

5.ROYALTIES


 


		A.	As
                                         further consideration for all the rights and licenses granted to the Licensee, the Licensee
                                         will pay to The Regents an earned royalty ("Earned Royalty") at the rate of
                                         three percent (3%) based on the Net Sales of Licensed Products on the earlier of eighteen
                                         (18) months from the Effective Date or when Licensee becomes cash-flow positive (excluding
                                         capital expenditures).



 


		B.	All
                                         Sales of Licensed Product by the Licensee will be at Fair Market Value. In the event
                                         that the Licensee makes any Sales of Licensed Product at below Fair Market Value, Earned
                                         Royalties due under this Article 5 will be paid on such Sales as if they had been made
                                         at Fair Market Value.



 


		C.	Earned
                                         Royalties will accrue in each country for the duration of Patent Rights in that country
                                         and will be payable to The Regents when payment is received by the Licensee for the Licensed
                                         Products that are Sold, or otherwise exploited by the Licensee or a Sublicensee in a
                                         manner constituting a Sale.



 


		D.	Earned
                                         Royalties and other consideration payable to The Regents will be paid quarterly on or
                                         before the following dates of each calendar year:



 


●    February
28 for the calendar quarter ending December 31;


●    May
31 for the calendar quarter ending March 31;


●    August
31 for the calendar quarter ending June 30; and


●    November
30 for the calendar quarter ending September 30.


 


		E.	Each
                                         such payment will be for royalties that accrued up to the last day of the most recently
                                         completed calendar quarter.



 


		F.	All
                                         consideration due The Regents will be payable in United States dollars.



 


		G.	Earned
                                         Royalties and any other consideration accrued in any country outside the United States
                                         will not be reduced by any taxes, fees, or other charges imposed by the government of
                                         such country. The Licensee also will be responsible for all bank transfer charges.



 


		H.	In
                                         the event that any patent or any claim thereof included within the Patent Rights is held
                                         invalid in a final decision by a court of competent jurisdiction and last resort and
                                         from which no appeal has or can be taken, all obligation to pay royalties based on such
                                         patent or claim or any claim patentability indistinct therefrom will cease as of the
                                         date of such final decision. The Licensee will not, however, be relieved from paying
                                         any royalties that accrued before such final decision.



 




    	7



    	 



    

		I.	If
                                         Sublicensee is sold, the Earned Royalty obligation to The Regents shall flow through
                                         to the purchaser of Sublicensee.



 


		J.	For
                                         the Inventions covered under UC Case Numbers 2004-177, 2010-170 and 2010-240, no Earned
                                         Royalties will be collected or paid hereunder to The Regents on Licensed Products Sold
                                         to, or otherwise exploited for, the account of the United States Government as provided
                                         for in the license to the United States Government. The Licensee and its Sublicensees
                                         will reduce the amount charged for Licensed Products Sold to, or otherwise exploited
                                         by, the United States Government by an amount equal to the Earned Royalty for such Licensed
                                         Products otherwise due The Regents.



 


6.DUE
DILIGENCE


 


		A.	The
                                         Licensee, upon execution of this Agreement, will diligently proceed to initiate activities
                                         that will allow Licensee to meet the performance criteria as defined in Paragraph 6.0
                                         below and in the Business Plan (Exhibit A).



 


		B.	Licensee
                                         acknowledges that the primary objective of The Regents with respect to the licenses granted
                                         hereby is to promote the development and marketing of Licensed Methods and Licensed Products
                                         for the public good. To this end, The Regents shall have the right to terminate this
                                         Agreement or convert the rights granted in Paragraph 2.A to non-exclusive licenses should
                                         Licensee fail to achieve the following development and commercialization objectives:



 


	 	i.	Nano Engineered Applications, Inc. company formation and initiation of
operations by July 2010;




 


	 	ii.	Meet the following funding milestones by designated years after the Effective
Date:




 


a.Milestone
"Raise $500,000" by end of 2010;


b.Milestone
"Raise additional $500,000" by July 2011;


 


	 	iii.	Commence Sales of Licensed Products in any country by September 2011;




 


	 	iv.	Achieve Net Sales of these amounts in each designated year after the Effective
Date, according to this timetable:




 


a.Net
Sales of $200,000 in 2011;


b.Net
Sales of $3,000,000 in 2012;


c.5%
annual increase in Net Sales over the prior year for 2013, 2014, and 2015;


 


	 	v.	Identify regulatory requirements for chemical detection and initiate regulatory
filings for Licensed Products, as required; and




 






    	8



    	 



    

 


	 	vi.	After 2013, use commercially reasonable efforts (and in no case may commercially
reasonable include shelving the technology) to fill market demand for Licensed Products following commencement of Sales at any
time during the term of this Agreement.




 


		C.	The
                                         Licensee will obtain all necessary governmental approvals in each country where Licensed
                                         Products are manufactured, used, Sold, imported, or offered for Sale.



 


		D.	To
                                         exercise the right to terminate this Agreement or reduce the licenses granted herein
                                         to non-exclusive for lack of diligence as set forth in Paragraphs 6.A and 6.C, The Regents
                                         will give the Licensee written notice of the deficiency. The Licensee thereafter has
                                         sixty (60) days to cure the deficiency. If The Regents has not received written tangible
                                         evidence satisfactory to The Regents that the deficiency has been cured by the end of
                                         the sixty (60)-day period, then The Regents may, at its option, terminate this Agreement
                                         immediately without the obligation to provide sixty (60) days' notice as set forth in
                                         Article 10 or may automatically convert the licenses granted in Article 2 (Grant) to
                                         nonexclusive by giving written notice to the Licensee.



 


7.
PROGRESS AND ROYALTY REPORTS


 


		A.	Beginning
                                         at six (6) months after the Effective Date of this Agreement, and semiannually thereafter,
                                         the Licensee will submit to The Regents a progress report as described in Paragraph 7.B
                                         covering activities by the Licensee and its Sublicensees related to the commercialization
                                         of Licensed Products ("Progress Report") during the previous half calendar
                                         year. This reporting requirement will remain in force until the commencement of Sale
                                         of each Licensed Product. If the Licensee fails to submit a timely Progress Report to
                                         The Regents, The Regents will be entitled to terminate this Agreement in accordance with
                                         Article 10. If either party terminates this Agreement before any Licensed Products are
                                         Sold or before this Agreement's expiration, a final Progress Report covering the period
                                         prior to termination must be submitted within thirty (30) days of termination.



 


		B.	The
                                         Progress Reports will summarize the Licensee's activities related to the testing and
                                         development of Licensed Products, the anticipated date at which diligence milestones
                                         will be met, and the activities of any Sublicensees, if any. The Progress Report will
                                         contain sufficient detail for The Regents to determine whether or not the Licensee has
                                         met its diligence obligations set forth in Article 6 (Due Diligence). Licensee will continue
                                         to provide Progress Reports to The Regents so long as Licensed Products are in development.



 




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		C.	After
                                         the first Sale of a Licensed Product, the Licensee will provide quarterly royalty reports
                                         to The Regents on or before each February 28, May 31, August 31, and November 30 of each
                                         year. Each such royalty report will cover the most recently completed calendar quarter
                                         (January through March, April through June, July through September, and October through
                                         December) and will show:



 


		i.	the
                                         quantity of Licensed Products Sold by the Licensee and its Sublicensees during the most
                                         recently completed calendar quarter;



 


		ii.	the
                                         Earned Royalties, in United States dollars, payable hereunder; and



 


		iii.	the
                                         method used to calculate the Earned Royalty.



 


After
the first royalty report, if no Sales of Licensed Products have been made during any calendar quarter, then a statement to this
effect must be provided by the Licensee in the applicable quarter's royalty report.


 


8.BOOKS
AND RECORDS


 


The
Licensee will keep books and records accurately showing all payments due The Regents and all Licensed Products developed, manufactured,
used, offered for Sale, imported, Sold, and/or otherwise exploited under the terms of this Agreement. Such books and records will
be preserved for at least five (5) years after the date of the payment to which they pertain and will be open to examination by
representatives or agents of The Regents during regular business hours to determine their accuracy and assess the Licensee's compliance
with the terms of this Agreement. The fees and expenses of performing the examination will be paid by The Regents. If, however,
an error in royalties of more than five percent (5%) of the total royalties due for any year is discovered or any other material
term of this Agreement is discovered to have been breached, the Licensee shall bear the cost of the examination. The Licensee
shall remit any underpayment to The Regents within thirty (30) days of the examination results.


 


9.LIFE
OF THE AGREEMENT


 


		A.	Unless
                                         otherwise terminated by operation of law, Paragraph 9.B, or by acts of the parties in
                                         accordance with the terms of this Agreement, this Agreement will remain in effect from
                                         the Effective Date until the expiration or abandonment of the last of the Patent Rights
                                         licensed hereunder.



 


		B.	This
                                         Agreement shall automatically terminate without the obligation to provide sixty (60)
                                         days' notice as set forth in Article 10 upon the filing of a petition for relief under
                                         the United States Bankruptcy Code by or against the Licensee as a debtor or alleged debtor.



 




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		C.	Any
                                         termination or expiration of this Agreement will not affect the rights and obligations
                                         set forth in the following Articles:



 


	 	Article
    1	Definitions
	 	Article
    4	License
    Fee
	 	Article
    8	Books
    and Records
	 	Article
    9	Life
    of the Agreement
	 	Article
    12	Disposition
    of Licensed Products upon Termination or Expiration
	 	Article
    13	Use
    of Names and Trademarks
	 	Article
    14	Limited
    Warranty
	 	Article
    15	Limitation
    of Liability
	 	Article
    19	Indemnification
	 	Article
    20	Notices
	 	Article
    22	Late
    Payments
	 	Article
    24	Governing
    Laws; Venue; Attorneys' Fees
	 	Article
    28	Confidentiality


 


		D.	The
                                         termination or expiration of this Agreement will not relieve the Licensee of its obligation
                                         to pay consideration owed to The Regents at the time of such termination or expiration
                                         and will not impair any accrued right of The Regents, including the right to receive
                                         Earned Royalties and other consideration in accordance with Article 3, Article 4, Article
                                         5, and Article 12.



 


10.TERMINATION
BY THE REGENTS


 


If
the Licensee should violate or fail to perform any term of this Agreement, then The Regents may give written notice of such default
("Notice of Default") to the Licensee. If the Licensee fails to repair such default within sixty (60) days after the
date such notice takes effect, The Regents will have the right to immediately terminate this Agreement and the licenses hereunder
by providing a written notice of termination ("Notice of Termination") to the Licensee.


 


11.
TERMINATION BY THE LICENSEE


 


The
Licensee will have the right at any time to terminate this Agreement by providing a Notice of Termination to The Regents. Moreover,
the Licensee will be entitled to terminate the rights under Patent Rights on a country-by-country basis by giving notice in writing
to The Regents. Termination of this Agreement will be effective sixty (60) days after the date such notice takes effect.


 






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12.
DISPOSITION OF LICENSED PRODUCTS UPON TERMINATION OR EXPIRATION


 


		A.	Upon
                                         termination of this Agreement, the Licensee may, for a period of one hundred and eighty(180)
                                         days, complete any partially made Licensed Products and Sell all Licensed Products made
                                         or partially made prior to the termination of the Agreement, provided, however, that
                                         the Sale of such Licensed Products will be subject to the terms of this Agreement including,
                                         but not limited to, the payment of Earned Royalties at the times provided herein and
                                         the rendering of royalty reports in connection therewith. The Licensee may not otherwise
                                         make or Sell Licensed Products after termination or expiration.



 


		B.	If
                                         this Agreement was in force and applicable Patent Rights existed at the time of any making,
                                         Sale, offer for Sale, or import of a Licensed Product then Earned Royalties shall be
                                         paid at the times provided herein and royalty reports shall be rendered in connection
                                         therewith, notwithstanding the absence of applicable Patent Rights with respect to such
                                         Licensed Product at any later time. Otherwise, no Earned Royalties and other consideration
                                         shall be paid on the Sales of such product.



 


13.
USE OF NAMES AND TRADEMARKS


 


Nothing
contained in this Agreement will be construed as conferring any right to either party to use in advertising, publicity, or other
promotional activities any name, trade name, trademark, or other designation of the other party (including a contraction, abbreviation
or simulation of any of the foregoing). Unless consented to in writing by The Regents, the use by the Licensee of the name "The
Regents of the University of California" or the name of any campus of the University of California in advertising, publicity,
or other promotional activities is expressly prohibited.


 


14.
LIMITED WARRANTY


 


		A.	The
                                         Regents warrant to the Licensee that it has the lawful right to grant this license.



 


		B.	Except
                                         as expressly set forth in Paragraph 14.A of this Agreement, the licenses and the associated
                                         Invention, Patent Rights, Licensed Products, and Licensed Methods are provided by The
                                         Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
                                         OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR
                                         IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS,
                                         OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS.



 






    	12



    	 



    

 


	 	C.	Nothing in this Agreement is or shall be construed as:




 


		i.	a
                                         warranty or representation by The Regents as to the validity, enforceability, or scope
                                         of any Patent Rights; or



 


		ii.	a
                                         warranty or representation that anything made, used, Sold, or otherwise exploited under
                                         any license granted in this Agreement is or will be free from infringement of patents,
                                         copyrights, or other rights of third parties; or



 


		iii.	an
                                         obligation to bring or prosecute actions or suits against third parties for patent infringement
                                         except as provided in Article 18 (Patent Infringement); or



 


		iv.	conferring
                                         by implication, estoppel, or otherwise any license or rights under any patents or other
                                         rights of The Regents other than Patent Rights, regardless of whether such patents are
                                         dominant or subordinate to Patent Rights; or



 


		v.	an
                                         obligation to furnish any New Developments, know-how, technology, or technological information
                                         not provided in Patent Rights.



 


15.LIMITATION
OF LIABILITY


 


THE
REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES
FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED
BY LICENSEE, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION
OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF THE REGENTS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.


 


16.PATENT
PROSECUTION AND MAINTENANCE


 


	 	A.	The Regents will diligently prosecute and maintain the United States and
foreign patents comprising the Patent Rights using counsel of its choice who will take instructions solely from The Regents. The
Regents will promptly provide the Licensee with copies of all relevant correspondence with applicable patent offices ("Correspondence")
so that the Licensee will be informed of the continuing prosecution and may comment upon such Correspondence prior to deadlines
for filing of responses, provided, however, that if the Licensee has not commented upon such Correspondence in reasonable time
for The Regents to sufficiently consider the Licensee's comments, or if The Regents must act to preserve Patent Rights, The Regents
will be free to respond without consideration of the Licensee's comments, if any.




 






    	13



    	 



    

 


		B.	The
                                         Regents will use reasonable efforts to amend any patent application to include claims
                                         requested by the Licensee and required to protect the Licensed Products contemplated
                                         to be Sold, or the Licensed Method to be practiced, under this Agreement.



 


		C.	At
                                         the Licensee's request and at the Licensee's expense, The Regents will file, prosecute,
                                         and maintain foreign counterparts of the patent applications and patents included under
                                         Patent Rights, if available. In such event, the resulting applications and patents will
                                         be included in Patent Rights and will be subject to this Agreement. The Licensee must
                                         request that The Regents file foreign counterpart patent applications no later than ninety
                                         (90) days prior to the deadline for filing such applications. This notice concerning
                                         foreign filing must be in writing and must identify the countries desired. The absence
                                         of such a notice from the Licensee to The Regents will be considered an election by the
                                         Licensee that The Regents not secure foreign Patent Rights. The Regents will have the
                                         right to file patent applications at its own expense in any country the Licensee has
                                         not included in its list of desired countries, and Licensee will have no rights thereunder.



 


		D.	All
                                         costs of obtaining patentability opinions, preparing, filing, prosecuting, and maintaining
                                         patent applications and resulting patents specified under Patent Rights ("Patent
                                         Prosecution Costs") will be borne by the Licensee. The costs of all interferences,
                                         oppositions, reexaminations, and reissues shall also be deemed to be Patent Prosecution
                                         Costs and also will be borne by the Licensee. The Licensee will reimburse The Regents
                                         for all Patent Prosecution Costs within thirty (30) days following receipt of an itemized
                                         invoice from The Regents for Patent Prosecution Costs. If either party terminates this
                                         Agreement, the Licensee will be responsible for all Patent Prosecution Costs incurred
                                         up to the effective date of termination of the Agreement.



 


		E.	The
                                         Licensee may terminate its obligation to pay Patent Prosecution Costs with respect to
                                         any particular patent application or patent under Patent Rights upon three (3)-months'
                                         written notice to The Regents. The Regents may continue prosecution and/or maintenance
                                         of such patent application or patent at its sole discretion and expense, provided, however,
                                         that the Licensee will have no further rights or licenses thereunder.



 


		F.	The
                                         Licensee will notify The Regents of any change of its status as a small entity (as defined
                                         by the United States Patent and Trademark Office) and of the first Sublicense granted
                                         to an entity that does not qualify as a small entity.



 




    	14



    	 



    

17.PATENT
MARKING


 


The
Licensee will mark all Licensed Products made, used, or Sold or otherwise exploited under the terms of this Agreement or their
containers in accordance with the applicable patent marking laws.


 


18.PATENT
INFRINGEMENT


 


		A.	In
                                         the event that The Regents (to the extent of the actual knowledge of the licensing professional
                                         responsible for the administration of this Agreement) or the Licensee learns of infringement
                                         of potential commercial significance of any Patent Rights, the knowledgeable party will
                                         provide the other (i) with written notice of such infringement and (ii) with any evidence
                                         of such infringement available to it (the "Infringement Notice"). Neither The
                                         Regents (to the extent the Licensee has exclusive licenses) nor the Licensee will notify
                                         a possible infringer of infringement or put such infringer on notice of the existence
                                         of any Patent Rights without first obtaining consent of the other. If the Licensee puts
                                         such infringer on notice of Patent Rights without first obtaining the written consent
                                         of The Regents and if a declaratory judgment action is filed by such infringer against
                                         The Regents, then Licensee's right to initiate a suit against such infringer for infringement
                                         under Paragraph 18.B below will terminate immediately without the obligation of The Regents
                                         to provide notice to the Licensee. Both The Regents and the Licensee will use their diligent
                                         efforts to cooperate with each other to terminate such infringement without litigation.



 


		B.	If
                                         infringing activity of potential commercial significance by the infringer has not abated
                                         within ninety (90) days of the Infringement Notice, the Licensee may institute suit for
                                         patent infringement against the infringer. The Regents may voluntarily join such suit
                                         at its own expense, but may not otherwise commence suit against the infringer for the
                                         acts of infringement that are the subject of the Licensee's suit. The Licensee may not
                                         join The Regents as a party in a suit initiated by the Licensee without The Regents'
                                         prior written consent. If, in a suit initiated by the Licensee, The Regents is involuntarily
                                         joined, the Licensee will pay any costs incurred by The Regents arising out of such suit,
                                         including but not limited to, any legal fees of counsel that The Regents selects and
                                         retains to represent it in the suit.



 


		C.	If,
                                         within one hundred and twenty (120) days following the date the Infringement Notice takes
                                         effect, infringing activity of potential commercial significance by the infringer has
                                         not abated and the Licensee has not brought suit against the infringer, The Regents may
                                         institute suit against the infringer. If The Regents institutes such suit, the Licensee
                                         may not join such suit without The Regents' consent and may not otherwise commence suit
                                         against the infringer for acts of infringement that are the subject of The Regents' suit
                                         or any judgment rendered in that suit.



 






    	15



    	 



    

 


		D.	Any
                                         recovery or settlement received in connection with suit initiated hereunder will first
                                         be shared by The Regents and the Licensee equally to cover the litigation costs each
                                         incurred. For purposes of this Agreement, "Net Recovery" means any recovery
                                         or settlement in excess of the litigation costs incurred by the Licensee and/or The Regents.
                                         In any suit filed by the Licensee or any suit filed jointly by the Licensee and The Regents,
                                         Net Recovery will be split among the parties in proportion to the litigation expenses
                                         incurred by each. In no event will The Regents receive less than ten percent (10%) of
                                         any Net Recovery. In any suit initiated by The Regents to which the Licensee is not a
                                         party, any Net Recovery will belong to solely to The Regents.



 


		E.	Any
                                         litigation proceedings will be controlled by the party bringing the suit, except that
                                         The Regents may be represented by counsel of its choice in any suit brought by the Licensee.
                                         In no event may Licensee or The Regents admit liability or wrongdoing on behalf of the
                                         other party without the other party's prior written consent. Each party will cooperate
                                         with the other in litigation proceedings instituted hereunder but at the expense of the
                                         party who initiated the suit (unless such suit is being jointly prosecuted by the parties).
                                         If The Regents and the Licensee initiate a joint suit against an infringer, the parties
                                         will cooperate with each other and agree upon a mutually acceptable course of action
                                         with respect to choice of counsel, litigation strategy, and the division of any costs
                                         and recovery.



 


		F.	The
                                         Regents and the Licensee agree to be bound by all determinations of patent infringement,
                                         validity, and enforceability (but no other issue) resolved by any adjudicated judgment
                                         in a suit brought in compliance with this Article 18.



 


		G.	Any
                                         agreement made by the Licensee for purposes of settling litigation or other dispute shall
                                         comply with the requirements of Article 3 (Sublicenses) of this Agreement.



 


19.
INDEMNIFICATION


 


	 	A.	The Licensee will, and will require its Sublicensees to, indemnify, hold
harmless, and defend The Regents, the sponsors of the research that led to the Invention, and the inventors of any invention claimed
in patents or patent applications under Patent Rights (including the Licensed Products, and Licensed Methods contemplated thereunder)
and their employers, and the officers, employees, and agents of any of the foregoing, against any and all claims, suits, losses,
damages, costs, fees, and expenses resulting from, or arising out of, the exercise of this license or any Sublicense. This indemnification
will include, but will not be limited to, any product liability. If The Regents, in its sole discretion, believes that there will
be a conflict of interest or it will not otherwise be adequately represented by counsel chosen by the Licensee to defend The Regents
in accordance with this Paragraph 19.A, The Regents and the Licensee will make good faith efforts to find mutually acceptable
counsel. If such efforts are not successful then The Regents may retain counsel of its choice to represent it, and the Licensee
will pay all expenses for such representation.




 






    	16



    	 



    

 


	 	B.	The Licensee, at its sole cost and expense, will insure its activities
in connection with any work performed hereunder and will obtain, keep in force, and maintain the following insurance:




 


		i.	Commercial
                                         Form General Liability Insurance (contractual liability included) with limits as follows:



 


	 	Each Occurrence	 	$	500,000	 
	 	Products/Completed Operations Aggregate	 	$	1,000,000	 
	 	Personal and Advertising Injury	 	$	500,000	 
	 	General Aggregate	 	$	1,000,000	 



 


 


If
the above insurance is written on a claims-made form, it shall continue for three (3) years following termination or expiration
of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the Effective Date of
this Agreement; and


 


		ii.	Worker's
                                         Compensation as legally required in the jurisdiction in which the Licensee is doing business.



 


	 	C.	The coverage and limits referred to in Subparagraphs 19.B.i and 19.B.ii
above will not in any way limit the liability of the Licensee under this Article. Upon the execution of this Agreement the Licensee
will furnish The Regents with certificates of insurance evidencing compliance with all requirements. Such certificates will:




 


		i.	provide
                                         for thirty (30) days' (ten (10) days for non-payment of premium) advance written notice
                                         to The Regents of any cancellation of insurance coverage; the Licensee will promptly
                                         notify The Regents of any material modification of the insurance coverage;



 


		ii.	indicate
                                         that The Regents has been endorsed as an additional insured under the coverage described
                                         above in Subparagraph 19.B.i; and



 


		iii.	include
                                         a provision that the coverage will be primary and will not participate with, nor will
                                         be excess over, any valid and collectable insurance or program of self-insurance maintained
                                         by The Regents.



 




    	17



    	 



    

		D.	The
Regents will promptly notify the Licensee in writing of any claim or suit brought against The Regents for which The Regents intends
to invoke the provisions of this Article 19 (Indemnification). The Licensee will keep The Regents informed of its defense of any
claims pursuant to this Article 19 (Indemnification).



 


		E.	Licensee
                                         will not settle any claim against The Regents without The Regents' written consent, where
                                         (i) such settlement would include any admission of liability or admission of wrongdoing
                                         on the part of The Regents, (ii) such settlement would impose any restriction on The
                                         Regents' conduct of any of its activities, or (iii) such settlement would not include
                                         an unconditional release of The Regents from all liability for claims that are the subject
                                         matter of the settled claim.



 


20.
NOTICES


 


Any
notice or payment required to be given to either party will be deemed to have been properly given and to be effective:


 


		i.	on
                                         the date of delivery if delivered in person;



 


		ii.	on
                                         the date of mailing if mailed by first-class certified mail, postage paid; or



 


		iii.	on
                                         the date of mailing if mailed by any global express carrier service that requires the
                                         recipient to sign the documents demonstrating the delivery of such notice or payment;



 


to
the respective addresses given below, or to another address as designated in writing by the party changing its address.


 


	 	In
                                         the case of the Licensee:

         

         
	Nano
                                         Engineered Applications, Inc.

        1650
        Spruce Street, Suite 500 

        Riverside,
        California 92507 

        Telephone:
        (951) 786-9474 

        Attention:
        Amro Albanna

         

	 	In
                                         the case of The Regents:

        (for
notices)
	Office
                                         of Technology Commercialization

        University
        of California Riverside

        University
        Office Building, Suite 200

        Riverside,
        California 92521-0217

        Telephone:
        (951) 827-5535

        Facsimile:
        (951) 827-4883

        Attention:
        Assistant         Vice Chancellor

                          Technology
        Commercialization

        Referring
        to: UC Case Numbers 2004-

        177,
        2007-108, 2010-170 & 2010-240




 






    	18



    	 



    

 





	 	(for
    payments)	The
    Regents of the University of California
	 	 	Innovation
                                         Alliances and Services

        1111
        Franklin Street, 5th Floor

	 	 	Oakland,
    CA 94607
	 	 	Attention:
                                         Chief Financial Officer

        Referring
        to: UC Case Numbers 2004-

	 	 	177,
    2007-108, 2010-170 & 2010-240


 


21.
ASSIGNABILITY


 


This
Agreement is personal to the Licensee. The Licensee may not assign or transfer this Agreement, including by merger, operatio.n
of law, or otherwise, without The Regents' prior written consent, except that this Agreement may be assigned by the Licensee to
a party that acquires all, or substantially all, of the assets of Licensee or to the successor of Licensee in the event of a merger
or acquisition of Licensee only: (1) upon Licensee's termination of all rights granted under this Agreement and (2) so long as
the successor entity agrees in writing to be bound by the terms of this Agreement. The Licensee or successor entity must notify
The Regents which entity is responsible for liability arising before the effective date of the assignment. In the absence of such
a notification, the successor agrees to be liable for all liability arising before the effective date of the assignment. This
Agreement is binding upon and will inure to the benefit of The Regents, its successors and assigns.


 


22.
LATE PAYMENTS


 


In
the event that payments owed to The Regents are not received when due, the Licensee will pay to The Regents interest at a
rate of ten percent (10%) simple interest per annum. Such interest will be calculated from the date payment was due until
actually received by The Regents. Such accrual of interest will be in addition to, and not in lieu of, enforcement of any
other rights of The Regents due to such late payment. Acceptance by The Regents of any late payment from the Licensee
under this Article 22 will in no way affect the provision of Article 23 (Waiver) herein.


 


23.
WAIVER


 


No
waiver by either party of any breach or default of any of the duties, obligations, or agreements contained herein will be deemed
a waiver as to any subsequent and/or similar breach or default. No waiver
will be valid or binding upon the parties unless made in writing and signed by a duly authorized officer of each party.


 






    	19



    	 



    

 


24.
GOVERNING LAWS; VENUE; ATTORNEYS' FEES


 


		A.	THIS
                                         AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
                                         OF CALIFORNIA, excluding any conflict of law rules that would direct the application
                                         of the laws of another jurisdiction, but the scope and validity of any patent or patent
                                         application will be governed by the applicable laws of the country of such patent or
                                         patent application.



 


		B.	Any
                                         legal action brought by the parties hereto relating to this Agreement will be conducted
                                         in San Francisco, California.



 


		C.	The
                                         prevailing party in any suit related to this Agreement will be entitled to recover its
                                         reasonable attorneys' fees in addition to its costs and necessary disbursements.



 


25.
GOVERNMENT APPROVAL OR REGISTRATION


 


If
this Agreement or any associated transaction is required by the law of any nation either to be approved or registered with any
governmental agency, the Licensee will assume all legal obligations to do so. The Licensee will notify The Regents if it becomes
aware that this Agreement is subject to a United States or foreign government reporting or approval requirement. The Licensee
will make all necessary filings and pay all costs including fees, penalties, and all other out-of-pocket costs associated with
such reporting or approval process.


 


26.
COMPLIANCE WITH LAWS


 


The
Licensee shall comply with all applicable international, national, state, regional, and local laws and regulations in performing
its obligations hereunder and in its use, manufacture, Sale, or import of the Licensed Products, or practice of the Licensed Method.
The Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and
related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR)
and the Export Administration Regulations. The Licensee shall manufacture Licensed Products and practice the Licensed Method in
compliance with applicable government importation laws and regulations of a particular country for Licensed Products made outside
the particular country in which such Licensed Products are used, Sold, or otherwise exploited.


 






    	20



    	 



    

 


27.
FORCE MAJEURE


 


		A.	Except
                                         for the Licensee's obligation to make any payments to The Regents hereunder, the parties
                                         shall not be responsible for any failure to perform due to the occurrence of any events
                                         beyond their reasonable control which render their performance impossible or onerous,
                                         including, but not limited to: accidents (environmental, toxic spill, etc.); acts of
                                         God; biological or nuclear incidents; casualties; earthquakes; fires; floods; governmental
                                         acts, orders or restrictions; inability to obtain suitable and sufficient labor, transportation,
                                         fuel and materials; local, national, or state emergency; power failure and power outages;
                                         acts of terrorism; strike; and war.



 


		B.	Either
                                         party to this Agreement, however, will have the right to terminate this Agreement upon
                                         thirty (30) days' prior written notice if either party is unable to fulfill its obligations
                                         under this Agreement due to any of the causes specified in Paragraph 27.A for a period
                                         of one (1) year.



 


28.
CONFIDENTIALITY


 


		A.	The
                                         Licensee and The Regents will treat and maintain the other party's proprietary business,
                                         patent prosecution, and other proprietary information, the negotiated terms of this Agreement,
                                         Progress Reports, royalty reports, and Sublicenses ("Proprietary Information")
                                         in confidence using at least the same degree of care as the receiving party uses to protect
                                         its own proprietary information of a like nature from the date of disclosure until five
                                         (5) years after the termination or expiration of this Agreement.



 


		B.	The
                                         Licensee and The Regents may use and disclose Proprietary Information to their employees,
                                         agents, consultants, contractors, and, in the case of the Licensee, its investors, potential
                                         investors and Sublicensees, provided that such parties are bound by a like duty of confidentiality
                                         as that found in this Article 28. Notwithstanding anything to the contrary contained
                                         in this Agreement, The Regents may release this Agreement or any Sublicense, and information
                                         regarding royalty income to the inventors, senior administrative officials employed by
                                         The Regents, and individual Regents; if such a release is made, The Regents will request
                                         that such terms be kept in confidence in accordance with the provisions of this Article
                                         28.



 


		C.	All
                                         written Proprietary Information will be labeled or marked confidential or proprietary.
                                         If the Proprietary Information is orally disclosed, it will be reduced to writing or
                                         some other physically tangible form, marked and labeled as confidential or proprietary
                                         by the disclosing party and delivered to the receiving party within thirty (30) days
                                         after the oral disclosure.



 






    	21



    	 



    

 


		D.	Nothing
                                         contained herein will restrict or impair in any way the right of the Licensee or The
                                         Regents to use or disclose any Proprietary Information:



 





		i.	that
                                         recipient can demonstrate by written records was known to it prior to its disclosure
                                         by the disclosing party;



 


		ii.	that
                                         recipient can demonstrate by written records has become public knowledge other than through
                                         acts or omissions of recipient;



 


		iii.	that
                                         recipient can demonstrate by written records was obtained lawfully and without restrictions
                                         on the recipient from sources independent of the disclosing party;



 


		iv.	that
                                         recipient is required to disclose pursuant to law or governmental rule, or regulation,
                                         including disclosures required under the California Public Records Act, provided however,
                                         that recipient provides reasonable prior written notice to the other party of the requirement
                                         to disclose; or



 


		v.	that
                                         Licensee, or the Licensee's majority owner is required to disclose pursuant to the United
                                         States Securities and Exchange Acts.



 


		E.	The
                                         Licensee or The Regents may use or disclose Proprietary Information that is required
                                         to be disclosed (i) to a governmental entity or agency in connection with seeking any
                                         governmental or regulatory approval, governmental audit, or other governmental requirement
                                         or (ii) by law, provided that the recipient uses reasonable efforts to promptly notify
                                         the party owning the Proprietary Information of such required disclosure. If a third
                                         party inquires whether a license to the Patent Rights is available The Regents also may
                                         disclose the existence of this Agreement and the availability status of the Patent Rights,
                                         but The Regents will not disclose the name of the Licensee, unless Licensee has already
                                         made such disclosure publicly.



 


		F.	Notwithstanding
                                         anything to the contrary contained in this Agreement, Licensee, as a majority owned subsidiary
                                         of a publicly-traded company, is obligated to meet certain disclosure requirements of
                                         the United States Securities and Exchange Acts; in the case of these required, ongoing
                                         disclosures, including but not limited to the full disclosure of this Agreement, this
                                         Paragraph 28.F, serves as notice to The Regents of these disclosures and the Licensee
                                         is not obligated to provide any further notice to The Regents of such disclosure.



 


		G.	Upon
                                         termination of this Agreement, the Licensee and The Regents will destroy or return any
                                         of the disclosing party's Proprietary Information in its possession within fifteen (15)
                                         days following the termination of this Agreement. Each party may, however, retain one
                                         copy of such Proprietary Information for archival purposes in non-working files.



 




    	22



    	 



    

 


29.
MISCELLANEOUS


 


		A.	The
                                         headings of the several sections are inserted for convenience of reference only and arc
                                         not intended to affect the meaning or interpretation of this Agreement.



 


		B.	Any
                                         amendment or modification of this Agreement will be valid or binding upon the parties
                                         only when made in writing and signed on behalf of each party. This Agreement will be
                                         reviewed for further modifications on the first anniversary of the Effective Date, and
                                         at any later date agreed to by both parties.



 


		C.	This
                                         Agreement embodies the entire understanding of the parties and supersedes ail previous
                                         communications, representations, or understandings, whether oral or written, between
                                         the parties relating to the Patent Rights.



 


		D.	If
                                         any of the provisions contained in this Agreement are held to be invalid, illegal, or
                                         unenforceable in any respect, such invalidity, illegality, or unenforceability will not
                                         affect any other provisions hereof, and this Agreement shall he construed as if such
                                         invalid or illegal or unenforceable provisions had never been contained herein.



 


		E.	No
                                         provisions of this Agreement are intended or shall he construed to confer upon or give
                                         to any person or entity other than The Regents and the Licensee any rights, remedies,
                                         or other benefits under, or by reason of, this Agreement.



 


		F.	In
                                         performing their respective duties under this Agreement, each party will be operating
                                         as an independent contractor. Nothing contained herein will in any way constitute any
                                         association, partnership, or joint venture between the parties hereto, or be construed
                                         to evidence the intention of the parties to establish any such relationship. Neither
                                         party will have the power to bind the other party or incur obligations on the other party's
                                         behalf without the other party's prior written consent.



 


In
witness whereof, both The Regents and the Licensee have executed this Agreement, in duplicate originals, by their respective officers
hereunto duly authorized, on the date and year hereinafter written.


 


	Nano
    Engineered Applications, Inc.	 	The
    Regents of the University of California
	 	 	 	 	 
	Signature:	/s/
    Amro Albanna	 	Signature:	/s/
    Craig Sheward
	 	 	 	 	 
	Print Name: Amro Albanna	 	Print Name: Craig Sheward
	 	 	 	 	 
	Title:	 	 	Title: Assistant Vice Chancellor
	 	 	 	 	 
	Date:	 	 	Date:	 





 


 


 


 


 


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