**Exhibit 10.2**

 

**TECHNOLOGY TRANSFER AND CONSULTING AGREEMENT**

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THIS TECHNOLOGY TRANSFER ANDCONSULTING AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of May, 2009, by and between Sunggyu Lee,Ph.D. (“SL”) and NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, a Delawarecorporation (“NTIC”).

 

**RECITALS****:**

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A.                                   SL owns certaintechnology, intellectual property and proprietary information (the “Concept”);

 

B.                                     SL has developedcertain knowledge, information, know-how, trade secrets, discoveries,procedures, devices, techniques, programs, inventions, creations, methods,protocols, concepts, formulas, documentation, prototypes, designs,improvements, software, content, data, support and design documentation, ideas,drawings, works of authorship and/or other valuable technical and proprietaryinformation related to the Concept, whether or not described in theIntellectual Property Rights (as hereinafter defined), whether or not inwriting or reduced to practice, and whether or not patentable, copyrightable,secret or proprietary (together, with the Concept, the “Technology”);

 

C.                                     NTIC desires to obtainan option to purchase the Technology and to engage SL as a consultant to NTICto assist NTIC in completing the Project Phase 1 (as defined in Appendix I herein)for NTIC;

 

D.                                    In the event of thesuccessful completion of the Project Phase 1, NTIC desires to continue to engageSL as a consultant to provide ongoing development and support services to NTICin connection with continuing development of the Technology; and

 

E.                                      SL desires togrant NTIC such an option to transfer the Technology to NTIC and to accept suchan engagement upon the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, inconsideration of the mutual promises contained herein, and for other good andvaluable consideration, the receipt, adequacy and sufficiency of which arehereby acknowledged, the parties agree as follows:

 

**SECTION 1.****                      ****OPTION TO TRANSFER TECHNOLOGY TO NTIC AND ACCEPT CONSULTING ENGAGEMENTWITH NTIC**

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## (a)                                  Option.  Commencing May 1,2009, NTIC reserves the exclusive, non-transferable right, privilege and option(the “Option”) to purchase the Technology from SL and to engage SL for theconsulting services as described in Section 1(c) of this Agreement,such Option to be exercised by NTIC within eighteen (18) months of the date ofthis Agreement (the “Option Period”). In consideration for the Option, NTICwill pay to SL a down payment of US$30,000 (the “Down Payment”), payable in six(6) $5,000 monthly increments beginning on the first day of the firstmonth after the execution of this Agreement, which Down Payment will bedeductible from any amounts to be paid to SL by NTIC pursuant to Section 1(d) ofthis Agreement.  Upon execution of thisAgreement and at all times during the Option Period, SL

 

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## will not transfer the Technology to anyone other than NTIC or provideservices to any third party similar to the Services (as hereinafter defined) tobe provided to NTIC under this Agreement.

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## (b)                                 Technology Purchase and Sale. Subject to the terms and conditions setforth in this Agreement and assuming NTIC exercises the Option described in Section 1(a) ofthis Agreement, SL hereby irrevocably assigns and transfers to NTIC all oftheir collective right, title and interest in and to the Technology, togetherwith the full and unrestricted right to use, develop, enhance, modify, improveand assign, license or otherwise transfer the same, and to make, use, sell andlease any products incorporating the Technology, free and clear of all liens,security interests or other encumbrances of any character whatsoever(collectively “Encumbrances”).  Thetransfer hereunder includes all of SL’s rights, title and interests in and toall patents, patent applications, patent rights, copyrights, copyrightapplications, trademarks, trademark applications, trade names, service marks,service mark applications, know-how, trade secrets, proprietary processes andformulae, similar statutory and common law protections which may apply to, orbe applied for or granted with respect to, the Technology and all rights ofpriority and all rights and claims for past infringement thereof related to theTechnology and any United States patent applications (including divisional,continuing or reissue applications) based in whole or in part on the Technology,any foreign applications based in whole or in part on the Technology or any ofsuch patents and patent applications, and any and all patents (includingextensions thereof) of any country which have been or may be granted on any ofthe inventions or applications (collectively, the “Intellectual Property Rights”).  Assuming NTIC exercises the Option describedin Section 1(a) of this Agreement, SL will execute promptly onrequest whatever documents NTIC reasonably deems necessary or desirable tocarry out the provisions of this Section 1(b).

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## (c)                                  Consulting Engagement; Services. Subject to the terms and conditions setforth in this Agreement and assuming NTIC exercises the Option described in Section 1(a) ofthis Agreement, NTIC hereby appoints and engages SL and SL hereby accepts suchappointment and engagement, to perform in a diligent and competent manner theservices in connection with Project Phase 1, as set forth on Appendix Iattached hereto and incorporated herein (collectively, the “Services”).   In providing the Services, SL shall notutilize the services of any person or entity unless pre-approved in writing byNTIC.  NTIC hereby approves SL aspre-approved to perform the Services. Upon completion of the Project Phase 1, the consulting period may beextended to additional phases upon the written agreement of both parties or awritten amendment to this Agreement.

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## (d)                                 Consideration for Transfer of Technology and Provisionof Consulting Services.  Assuming NTICexercises the Option described in Section 1(a) of this Agreement, inexchange for the assignments and transfers by SL of the Technology to NTICpursuant to Section 1(b) of this Agreement and in exchange for theServices to be rendered by SL to NTIC pursuant to Section 1(c) ofthis Agreement, NTIC shall pay to SL US$120,000 ($150,000 less the $30,000 DownPayment paid by NTIC to SL pursuant to Section 1(a) above), payable ineight (8) $15,000 monthly increments. These monthly increments shall bepayable in advance on the first day of each month during the first eight (8) monthsof the Project Phase 1 and in a manner as reasonably designated by SL. In theevent NTIC requests SL to travel in furtherance of the purposes of thisAgreement, NTIC shall pay to SL such amounts as are necessary to pay or

 

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## reimburse SL for reasonable, out-of-pocket travel expenses, which shallbe determined and approved in advance by NTIC on a case-by-case basis.  Any such reimbursements by NTIC shall be madeto SL upon submission by SL to NTIC of an expense report with appropriatereceipts, in accordance with customary NTIC policies.

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## (e)                                  Royalties. In the event that NTIC commercializes any productsor services that incorporate the Technology or any other Inventions (ashereinafter defined) developed by SL pursuant to this Agreement, the ownershipof which is transferred to NTIC pursuant to Section 1(b) and/or Section 6of this Agreement and SL otherwise complies with the terms of this Agreement,including without limitation Sections 6 and 7 of this Agreement, then inaddition to the amounts paid to SL pursuant to Section 1 of this Agreement,NTIC shall pay to SL a royalty of three percent (3%) of any earnings beforeinterest and taxes (EBIT) to NTIC generated from the commercial exploitation byNTIC of any products or services that incorporate the Technology or any other Inventionsdeveloped by SL pursuant to this Agreement, the ownership of which istransferred to NTIC pursuant to Section 1(b) and/or Section 6 ofthis Agreement until the earlier of: (i) the last to expire of anyapplicable patents covering such Technology or Inventions and (ii) all ofthe patents covering such Technology or Inventions are held to be invalid by a courtor other authority of competent jurisdiction, or if there are no issued patentscovering such Technology or Inventions, for 10 years from the first date ofcommercial sale or license.  For purposeof this Agreement, earnings before interest and taxes to NTIC generated fromthe commercial exploitation of any products or services that incorporate theTechnology or any other Inventions developed by SL pursuant to this Agreement, shallbe determined to the extent practicable in accordance with U.S. generallyaccepted accounting principles and ultimately by NTIC in its solediscretion.  Should NTIC sell theTechnology or any Inventions developed by SL under this Agreement to a thirdparty, NTIC will ensure that the royalty obligations set forth in this Section 1(e) ofthis Agreement will be assumed by the new owner or will make such otherarrangements with SL at that time so as to compensate SL for any lost futureroyalties.

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## (f)                                    Delivery of Documents EvidencingTechnology Transfer; Further Assurances.  Promptly uponexercise of the Option and from time to time thereafter as appropriate, SL willdeliver to NTIC all documentation in either of its possession embodying orrelating to the Technology.  SL alsoagrees to assist NTIC in every legal way to evidence, record and perfect theassignment and transfer pursuant to Section 1(b) of this Agreementand to apply for and obtain recordation of and from time to time enforce,maintain, and defend the assigned rights. If NTIC is unable for any reason whatsoever to secure either SL’ssignature to any document to which it is entitled under this Section 1, SLhereby irrevocably designates and appoints NTIC and its duly authorizedofficers and agents, as its agents and attorneys-in-fact with full power ofsubstitution to act for and on its behalf and instead of SL, to execute andfile any such document or documents and to do all other lawfully permitted actsto further the purposes of the foregoing with the same legal force and effectas if executed by SL, as the case may be.

 

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# **SECTION 2.****                      ****TERMINATION;EFFECT OF TERMINATION**

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## (a)                                  Termination.  ThisAgreement may be terminated:

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### (i)                                     By NTIC if, at any stage, NTIC determinesin its sole discretion not to proceed with the Project, including withoutlimitation if NTIC determines that either the technical or commercial viabilityof the Project is infeasible for NTIC at any point.

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### (ii)                                  By NTIC immediately upon written noticeto SL in the event of a breach by SL of this Agreement, which breach is notcured to the reasonable satisfaction of NTIC within fifteen (15) days followingdelivery by NTIC of written notice describing the alleged breach in reasonabledetail; or

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### (iii)                               By mutual agreement of the parties in writing.

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## (b)                                 Effect of Termination.  Upontermination of this Agreement, the parties hereto shall have no obligations toeach other hereunder, other than NTIC’s obligation to pay any earned but unpaidpayments and royalties pursuant to Section 1 of this Agreement and SL’s covenantsin Sections 6 and 7 of this Agreement, which provisions shall survive thetermination of this Agreement may be terminated.

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# **SECTION 3.****                      ****DUTIES OFNTIC HEREUNDER**

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## (a)                                  Domestic Commercialization. Unless NTICdetermines that the U.S. domesticmarket isinfeasible for thisTechnology, NTIC covenants to use commercially reasonable efforts duringthe first three (3) years of commercializing the Technology and anyInvention developed by SL under this Agreement, to exclusively exploit any Inventionresulting from the Project Phase 1 in the United States of America (USA)domestic market with USA-based resources.

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## (b)                                 Support Services. NTIC agreesto provide commercially reasonable personnel to act as technical liaisonsbetween SL and NTIC as well as to create a business plan for the commercialexploitation of the Project Phase 1 Technology and Inventions.

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# **SECTION 4.****                      ****INDEPENDENTCONTRACTOR RELATIONSHIP OF THE PARTIES**

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Notwithstandinganything contained in this Agreement to the contrary, NTIC, on the one hand,and SL, on the other hand, are and shall act as, and for all purposes shall bedeemed to be, independent contractors. As independent contractors, SL may pursue whatever proper and legitimatemeans it chooses in performing the Services. No contract of employment, partnership, joint venture or any otherrelationship except that of independent contractors shall be deemed to existbetween NTIC, on the one hand, and SL, on the other hand.  NTIC will timely issue to SL, on an annualbasis during the term hereof, an IRS Form 1099 with respect tocompensation paid to SL hereunder. Accordingly, SL shall have sole and exclusive responsibility for thepayment of all federal, state and local income taxes and for Social Securityand other similar taxes with respect to any compensation or benefits providedby NTIC hereunder.  SL is not authorizedto bind NTIC or to incur any obligation or liability on behalf of NTIC exceptas expressly authorized by NTIC in writing.

 

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# **SECTION 5.****                      ****REPRESENTATIONSAND WARRANTIES OF SL**

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SLrepresents and warrants to NTIC as of the date hereof, which representationsand warranties are being relied upon by NTIC (notwithstanding any independentinvestigation by NTIC), as follows:

 

## (a)                                  Power and Execution.  SLhas all requisite power and authority and legal capacity to enter into thisAgreement and to carry out the transactions contemplated hereby.  This Agreement has been duly executed anddelivered by SL, and constitutes valid and legally binding obligationsenforceable against SL in accordance with the terms of this Agreement (exceptas such enforceability may be limited by bankruptcy, insolvency, reorganizationor similar laws affecting the rights of creditors generally or the availabilityof specific performance, injunctive relief and other equitable remedies, and togeneral principles of equity (regardless of whether such principles areconsidered in a proceeding in equity or at law)).

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## (b)                                 Ownership of Technology and IntellectualProperty Rights.  SL has or at the time of transfer to NTICwill have the sole right, title and interest in and to the Technology and theIntellectual Property Rights, in each case free and clear of all Encumbrances.  No adverse claims have been made and nodispute has arisen with respect to any of such rights.  To the best knowledge of SL, the proposed useby NTIC of the Technology and the Intellectual Property Rights will not involveinfringement or, claimed infringement of any patent, trademark, service mark,trade name, copyright, license or similar right of any third party.

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## (c)                                  No Conflicts.  Neither theexecution and delivery of this Agreement nor the performance of the provisionshereof or the transactions contemplated hereby by SL violates or conflicts with(a) any organizational, charter or governing documents of SL; (b) anyapplicable law, rule, regulation, writ, judgment, injunction, decree,determination, award or other order of any court, government or governmentalagency or instrumentality, domestic or foreign, or (c) or result in anybreach of any of the terms of or constitute a default under or result in thecreation or imposition of any mortgage, deed of trust, pledge, lien, securityinterest or other charge or Encumbrances of any nature pursuant to the terms ofany contract, agreement or instrument to which SL is a party or by which SL, orhis respective properties, or any of the Technology or Intellectual Property Rights,is bound.

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## (d)                                 Disputes and Litigation. There is no action, suit, proceeding, or claim, pending or, to the bestknowledge of SL, threatened, and no investigation by any court or government orgovernmental agency or instrumentality, domestic or foreign, pending or, to thebest of knowledge of SL, threatened, against SL which relate to the Concept, theTechnology or the Intellectual Property Rights, before any court, government orgovernmental agency or instrumentality, domestic or foreign, nor is there anyoutstanding order, writ, judgment, stipulation, injunction, decree,determination, award, or other order of any court or government or governmentalagency or instrumentality, domestic or foreign, against SL, which relate to theConcept, the Technology or the Intellectual Property Rights.

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## (e)                                  Statements.  Neither thisAgreement nor any schedule, exhibit, certificate, list or other documentfurnished or to be furnished by or on behalf of SL pursuant to this Agreement 

 

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## contains or will contain any untrue statement of fact or omits or willomit to state a fact necessary to make the statements contained herein andtherein, in light of the circumstances under which they are made, notmisleading.

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# **SECTION 6.****                      ****ASSIGNMENTOF INVENTIONS**

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## (a)                                  Definition.  “Inventions” as used in this Section 6,means any inventions, discoveries, improvements, ideas, concepts, drawings,designs, patents, patent applications, specifications, trade secrets,prototypes, techniques, processes, formulae, technologies developed or used,systems, know-how and documentation (whether or not they are in writing orreduced to practice) or works of authorship (whether or not they can bepatented or copyrighted) (i) that SL makes, authors or conceives (eitheralone or with others), within the scope of the Services provided to NTIC hereunderand (ii) that concern or are related to NTIC’s business or to NTIC’sactual or demonstrably anticipated research and development.

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## (b)                                 Works Made For Hire.  Itis expressly understood and agreed that any and all right, title and interestof SL in and to any Inventions (as defined in Section 6(a)) shall betreated as “works made for hire” as defined in the Copyright Act of 1976, asamended, 17 U.S.C. §101, et seq.  To theextent that any such Inventions are deemed or treated as not “works made forhire,” SL hereby expressly and irrevocably assigns to NTIC all of theirrespective rights, title and interest in and to such Inventions and any and allintellectual property and other proprietary rights they may have therein.  All Inventions and such intellectual propertyand other proprietary rights are and shall be the sole and exclusive propertyof NTIC.

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## (c)                                  SL will, with respect to any Invention:

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### (i)                                     keep current, accurate, and completerecords, which will belong to NTIC;

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### (ii)                                  promptly and fully disclose the existenceand describe the nature of such Invention to NTIC in writing (and withoutrequest);

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### (iii)                               to the extent exclusive title and/or ownership rightsmay not originally vest in NTIC, assign (SL hereby assigns, transfers andconveys) to NTIC all of SL’s rights, title and interest to such Invention,along with any application SL makes for patents or copyrights, and any patentsor copyrights granted to SL in any country, pertaining to such Invention;

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### (iv)                              acknowledge and deliver promptly to NTICany written instruments, and perform any other acts necessary in NTIC’s opinionto preserve property rights in such Invention against forfeiture, abandonmentor loss and to obtain and maintain patents and/or copyrights on any Inventionsand to vest the entire right and title to such Invention in NTIC.  Such execution and assistance shall be at nocharge to NTIC, but at NTIC’s expense and NTIC shall reimburse SL forreasonable out-of-pocket expenses incurred; and

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### (v)                                 perform any other acts necessary in NTIC’sopinion to preserve property rights in the Invention against forfeiture,abandonment or loss and to obtain and maintain letters patent and/or copyrightson the Invention and to vest the entire right and title to such Invention inNTIC.  With respect to any obligationsperformed by SL under this Section 6 following 

 

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### termination of this Agreement, NTIC will pay or reimburse allreasonable out-of-pocket expenses.

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## (d)                                 Presumption.  In the event of any dispute, arbitration orlitigation concerning whether an invention, improvement or discovery made orconceived by SL is the property of NTIC, such invention, improvement ordiscovery to the extent it relates to the subject matter of this Agreement willbe presumed the property of NTIC and SL will bear the burden of establishingotherwise.

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## (e)                                  Further Assurances. Upon request by NTIC, SL agrees to take all actions that are necessaryto perfect NTIC’s interest in and to the Inventions (as defined in Section 6(a)),and to execute and deliver all applications for securing all United States andforeign patents, copyrights, trademarks, or other Intellectual Property Rightsrelating to the Inventions, and to do, execute and deliver any and all acts andinstruments that may be reasonably necessary or proper to vest all suchIntellectual Property Rights in NTIC, and to enable NTIC to obtain all suchprotection.  Upon request by NTIC, SLshall execute and deliver all appropriate applications for securing all UnitedStates and foreign patents, copyrights, trademarks, or other IntellectualProperty Rights relating to the work performed under this Agreement, and shalldo, execute and deliver any and all acts and instruments that may be necessaryor property to vest all of the Intellectual Property Rights in NTIC, and toenable NTIC to obtain all such protection. SL agrees to render to NTIC all suchassistance as it may reasonably require in the prosecution or defense of allinterferences, which may be declared involving any of such IntellectualProperty Rights.  SL further agrees notto contest the validity of any Intellectual Property Rights or proprietaryrights, United States or foreign, to which the performance of Services made anycontribution, or in which SL participated in any way, or to assist any otherparty in any way in contesting the validity of any such rights.  SL further agrees that the obligations andundertakings stated in this Section 6 shall continue beyond the term ofthis Agreement shall survive the termination or expiration of this Agreement.

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## (f)                                    Return of Property. All Inventions, including all Intellectual Property Rights or otherphysical or intangible property created or developed by SL during the term ofthis Agreement, whether or not the same are covered by any other section ofthis Agreement, is the sole and exclusive property of NTIC and shall bedelivered promptly to NTIC (together with all copies thereof), upon terminationor expiration of this Agreement or upon the request of NTIC.  To the extent that any employees orsubcontractors of SL comes into contact with any such Inventions, including IntellectualProperty Rights, SL shall cause such employees or subcontractors to enter intoa Trade Secret Agreement in form and substance satisfactory to NTIC.  NTIC shall be deemed to be a third-partybeneficiary of any such Trade Secret Agreement and NTIC may, in its solediscretion, on its own behalf or on behalf of SL, directly enforce theprovisions of any such Trade Secret Agreement.

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## (g)                                 Unrelated Technologies. The parties acknowledge that SL is a creative scientist who desires andintends to engage in research and other creative activities during hisprofessional career outside of the scope of the Project Phase 1 and in fieldsother than those related to NTIC’s business or NTIC’s actualor demonstrably anticipated research and development (“Unrelated Technology”). Nothing inthis Agreement is intended in any manner to limit or prohibit SL from 

 

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## continuing in such activities, and SL is encouraged to do so.  In the event, however, that SL wishes todisclose any such Unrelated Technology and matters arising therefrom to NTIC,and if NTIC is interested in obtaining information with respect thereto lookingtoward the possible commercialization thereof on essentially the same terms asset forth in this Agreement, then NTIC agrees that it will enter into anappropriate non-disclosure and trade secrecy agreement protecting SL from anyimproper utilization by NTIC of the information disclosed to it by SL on aconfidential basis.

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# **SECTION 7.****                      ****CONFIDENTIALINFORMATION**

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## (a)                                  For the purposes hereof, the term “ConfidentialInformation” means information:  (a) disclosedto or actually known by SL, (b) not generally known outside NTIC, and (c) thatrelates to the business of NTIC or any of its affiliates (including any jointventure) or NTIC’sactual or demonstrably anticipated research and development. The parties agree that Confidential Information includes, but is not limitedto, the products and services of NTIC or any of its affiliates (including anyjoint venture), all of NTIC’s technology and other technical information suchas designs, trade secrets, know-how, methods and materials, all marketinginformation, business strategies, pricing information, customer lists, and soforth.

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## (b)                                 SL recognizes and acknowledges that NTICdevelops Confidential Information, that SL may develop Confidential Informationfor NTIC, and that SL has previously learned of and will continue to learn ofthe Confidential Information.  SL furtherrecognizes and acknowledges that Confidential Information is a valuable,special and unique asset of NTIC and is the sole property of NTIC.  As a result, both during the term of thisAgreement and thereafter, SL shall not, without the prior written consent ofNTIC, for any reason, either directly or indirectly, divulge to any third partyor use for their own benefit, or for any other purpose other than the exclusivebenefit of NTIC, any Confidential Information.

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# **SECTION 8.****                      ****MISCELLANEOUS**

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## (a)                                  Application of Certain Provisions to SL’s Employeesand Agents, Etc.  SL agrees toinform any of SL’s employees, partners, members, owners and affiliates whoprovide services to NTIC on behalf of SL under this Agreement, of SL’s obligationsunder this Agreement, including, but not limited to, the provisions of Sections6 and 7, and ensure that all such employees, partners, members, owners andaffiliates have agreed in writing to be bound by the terms of this Agreement,either by means of an agreement directly with NTIC or pursuant to an agreementwith SL.

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## (b)                                 Remedies.  SL acknowledges and agrees that by virtue ofthe special knowledge of NTIC’s business or research and development activitiesthat SL shall develop, great loss and irreparable damage would be suffered byNTIC if SL should breach or violate any of the terms or provisions of thecovenants and agreements set forth herein. SL further acknowledges and agrees that each such covenant and agreementis reasonably necessary to protect and preserve NTIC’s interests.  Therefore, in addition to all other remediesavailable at law or in equity, SL agrees that NTIC shall be entitled to atemporary restraining order and a permanent injunction 

 

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## (with or without bond) to prevent a breach of any ofthe covenants or agreements of SL contained herein.

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## (c)                                  NTIC Policies and Procedures.  In carrying out its duties under thisAgreement, SL agrees that he and his employees and agents providing serviceshereunder, will follow all of NTIC’s policies and procedures that areapplicable to its independent consultants including without limitation NTIC’sinsider trading policy and code of ethics and conduct, as such policy and code maybe amended or supplemented from time to time and provided by NTIC to SL.

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## (d)                                 Notices.  All notices,requests, consents and other communications required or permitted to be givenhereunder, shall be in writing and shall be deemed to have been given if deliveredpersonally or sent by fax, or mailed first class, postage prepaid, byregistered or certified mail (notices sent by fax or mailed shall be deemed tohave been given on the date sent), to the parties at the following addresses orat such other address as either party shall designate by notice in writing tothe other in accordance herewith:

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## (e)                                  Assignment.  ThisAgreement is for personal services to be provided by SL and may not be assignedor transferred by SL to, or the duties or services of SL performed or providedby, any third party without the prior written consent of NTIC.  This Agreement may be assigned by NTIC (byoperation of law or otherwise) without the consent of SL or without notice toSL.  In the event that any change inownership, management, control or scope of business activities of SL impairsthe performance of the duties and/or obligations of SL under this Agreement, NTICmay, upon thirty (30) days prior written notice given to SL, terminate thisAgreement.

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## (f)                                    Binding Effect.  ThisAgreement shall be binding upon, and shall inure to the benefit of, NTIC andits successors and assigns, and SL and his successors and permitted assigns.

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## (g)                                 Governing Law.  ThisAgreement shall be governed by and construed in accordance with the laws of theState of Delaware, without giving effect to conflict of laws principles.

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## (h)                                 Entire Agreement.  ThisAgreement sets forth the entire agreement and understanding of the partiesrelating to the subject matter hereof, and supersedes all prior agreements,arrangements and understandings, written or oral, relating to the subjectmatter hereof.

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## (i)                                     Amendments; Waivers. This Agreement may be amended, modified, superseded, canceled, renewedor extended, and the terms or covenants hereof may be waived, only by a writteninstrument executed by the parties hereto, or in the case of a waiver, by theparty against whom the waiver is sought to be enforced, which instrumentspecifically refers to this Agreement. The failure of either party at any time or times to require compliancewith any provision hereof shall in no manner affect the right of such party ata later time to enforce the same.  Nowaiver by either party of the breach of any term or covenant contained in thisAgreement, whether by conduct or otherwise, in any one or more instances, shallbe deemed to be, or construed as, a further or continuing waiver of any suchbreach of any term or covenant contained in this Agreement.

 

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## (j)                                     Recitals.  The recitalsto this Agreement are an integral part of this Agreement and are incorporatedherein by reference.

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## (k)                                  Severability. In the event any provision of this Agreement is determined by a court ofcompetent jurisdiction to be unenforceable, such unenforceability shall attachto such provision only, and in all other respects this Agreement shall bedeemed enforceable and shall be enforced to the maximum extent permitted bylaw.

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## IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the date first above written.

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| NORTHERN  TECHNOLOGIES     | SUNGGYU  LEE, Ph.D. |
|----------------------------|---------------------|
| INTERNATIONAL  CORPORATION |                |

 

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