CONTRACT NO. N00014-02-C-0302 DATED 6-28-03



 Exhibit 10.27 
  

	AWARD / CONTRACT	  	 1. THIS CONTRACT IS A RATED ORDER
 UNDER DPAS (15 CFR 350)
	  	è	  	 RATING
 DO-C9(T)
	  	 PAGE  OF  PAGES
 1                16

	

			
	 2. CONTRACT (PROC. INST. IDENT.) NO.
  
 N00014-02-C-0302
	  	 3. EFFECTIVE DATE
  
 SEE BLCOK 20C
	  	 4. REQUISITION / PURCHASE REQUEST / PROJECT NO.
  
 02PR10530-00

	

							
	 5. ISSUED BY
	  	CODE	  	N00014	  	6. ADMINISTERED BY (IF OTHER THAN ITEM 5)	  	 	  	 	  	CODE      S1103A
					
	 OFFICE OF NAVAL RESEARCH
 ONR 251: EVELYON T. FIELDS
 (703) 696-4515
 BALLSTON TOWERS ONE
 800 NORTH QUINCY STREET
 ARLINGTON, VA 22217-5660
	  	 DCM ATLANTA
 805 WALKER STREET SUITE 1
 MARIETTA, GA 30060-2789
	  	 SCD-C
	  	 	  	 
	

		
	 7. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE AND ZIP
CODE)
  
 CREE INC.
 4600 SILICON DRIVE
 DURHAM, NC 27703
	  	 8. DELIVERY
  
  ̈ FOB Origin         ̈ Other (see below)
  
 9. DISCOUNT FOR PROMPT DELIVERY
 N.A.

					
	 CAGE CODE    OC9J8
	  	 	  	FACILITY CODE	  	 10. SUBMIT INVOICES
 (4 COPIES
UNLESS OTHERWISE
 SPECIFIED) TO
 THE ADDRESS SHOW IN        è
	  	 ITEM
     See
 SECTION G

	

						
	 11. SHIP TO / MARK FOR
 PROGRAM OFFICER
 SEE SECTION F – DELIVERIES OR
 PERFORMANCE
	  	CODE	  	N00014	  	 12. PAYMENT WILL BE MADE BY
 DFAS COLUMBUS CENTER
 DFAS CO SOUTH ENTITLEMENT OPERATIONS
 PO BOX 182264
 COLUMBUS OH 43218-2264
	  	 	  	CODE      HQ0338
	

		
	 13. AUTHORITY FOR OTHER THAN FULL AND OPEN COMPETITION
	  	 14. ACCOUNTING AND APPROPRIATION DATA
 See Attached Financial Accounting Data Sheet

	

						
	 15A. ITEM NO.
	  	 15B. SUPPLIES/SERVICES
 See
SECTION B of Schedule
	  	15C. QUANTITY	  	15D. UNIT	  	15E. UNIT PRICE	  	15F. AMOUNT
	

								
	 	  	 	  	 	  	 	  	 	  	 15G. TOTAL AMOUNT OF CONTRACT
	  	è	  	$See SECTION B of Schedule
	



	
	16. Table of Contents
	

	 	  	SEC	  	DESCRIPTION	 	PAGE(S)	  	(X)	  	SEC	  	DESCRIPTION	 	PAGE(S)
	

	 	  	 	  	PART I – THE SCHEDULE	 	 	  	 	  	 	  	PART II – CONTRACT CLAUSES	 	 
	

	 Ö
	  	A	  	SOLICITATION/CONTRACT FORM	 	1	  	Ö	  	I	  	CONTRACT CLAUSES	 	9-16
	

	 Ö
	  	B	  	 SUPPLIES OR SERVICES AND
 PRICES/COSTS
	 	2	  	 	  	 PART III – LIST OF DOCUMENTS,
 EXHIBITS & ATTACHMENTS
	 	 	 	 
	

	 Ö
	  	C	  	DESCRIPTION/SPECS./WORK STATEMENT	 	2-3	  	Ö	  	J	  	LIST OF ATTACHMENTS	 	16
	

	 Ö
	  	D	  	PACKAGING AND MARKING	 	3	  	 	  	PART IV – REPRESENTATIONS AND INSTRUCTIONS	 	 
	

	 Ö
	  	E	  	INSPECTION AND ACCEPTANCE	 	3	  	Ö	  	K	  	 REPRESENTATIONS, CERTIFICATIONS
 AND OTHER STATEMENTS OF OFFERORS
	 	16
	
	 	 	 	 
	 Ö
	  	F	  	DELIVERIES’ OR PERFORMANCE	 	3-4	  	  	  	 
	

	 Ö
	  	G	  	CONTRACT ADMINISTRATION DATA	 	4-7	  	 	  	L	  	INSTRS., CONDS., AND NOTICES TO	 	 
	

	 Ö
	  	H	  	SPECIAL CONTRACT REQUIREMENTS	 	7-9	  	 	  	M	  	EVALUATION FACTORS FOR AWARD	 	 
	



	
	CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
	

		
	 17. x Contractor’s Negotiated Agreement
(Contractor is required to sign this document
  
 and return 2 copies to
issuing office). Contractor agrees to furnish and deliver all items or perform all services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this
contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein.)
	  	 18.  ̈ Award (Contractor is not required to sign this document).
 Your offer on solicitation
  
 Number
            , including the additions or changes made by you which
 additions or changes
are set forth in full above, is hereby accepted as to
 items listed above and on any continuation sheets. This award consummates
 the contract which consists of the following documents: (a) the Government’s solicitation and your other, and (b) this award/contract. No further
contractual

	

		
	 19A. NAME AND TITLE OF SIGNER (TYPE OR PRINT)
 DENISE S. HOLLIDAY
 Contracts Manager
	  	 20A. NAME OF CONTRACTING OFFICER
 BONA TILAHUN
 Contracting Officer

	

					
	 19B. Name of Contractor
	  	19C. Date Signed	 	 	  	 20B. United States of America
	 	 20C. Date  Signed

					
	   by  
            /s/Denise S. Holliday

	  	          6/27/02	 	 	  	       by  
                        /s/Bona Tilahun

	 	             6/28/02

	 (Signature of person authorized to sign)
	  	 	  	                (Signature of Contracting Officer)	 	 
	



		
	 NSN 7540-01-152-8069
 Previous Editions
unusable
 ConWrite Version 3.11
	  	 STANDARD FORM 26 (REV. 4-85)
 Prescribed by GSA FAR (48 CFR) 53.214(a))


  









 SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS 
  

	BASE EFFORT


	 ITEM
 NO.

	  	 SUPPLIES/SERVICES

	  	 ESTIMATED
 GOVERNMENT
 COST SHARE

	 	 ESTIMATED
 CONTRACTOR
 COST SHARE

	 	 TOTAL
 ESTIMATED
 COSTS


	 0001
	  	The Contractor shall furnish the necessary personnel and facilities to conduct the research effort as described in Section C.1 and C.2.	  	[***]	 	[***]	 	[***]
					
	 	  	 000101: AA
 [***]
	  	 	 	 	 	 
					
	 0002
	  	Deliverables for Quarters 1-6 in accordance with Attachment Number 2	  	 	 	 	 	NSP
					
	 0003
	  	Reports and Data in accordance with Exhibit A (DD Form 1423)	  	 	 	 	 	NSP

  
 *Note: [***] out of the estimated
contractor’s cost share amount of [***] represents a [***] discount on the projected price of the [***]. The [***] shall be used in support of this contract and charged at the current catalog price at the time of consumption less a [***]
discount. Therefore, these items are not subject to a DCAA incurred cost audit. 
  

	OPTION EFFORT


	 ITEM
 NO.

	  	 SUPPLIES/SERVICES

	  	 ESTIMATED
 GOVERNMENT
 COST SHARE

	 	 ESTIMATED
 CONTRACTOR
 COST SHARE

	 	 TOTAL
 ESTIMATED
 COSTS


	 0004
	  	The Contractor shall furnish the necessary personnel and facilities to conduct the research effort as described in Section C.1 and C.3.	  	[***]	 	[***]	 	[***]
					
	 0005
	  	Deliverables for Quarters 7-8 in accordance with Attachment Number 2	  	 	 	 	 	NSP
					
	 0006
	  	Reports and Data in accordance with Exhibit A (DD Form 1423)	  	 	 	 	 	NSP
				
	 TOTAL ESTIMATED CONTRACT CONSIDERATION:
	  	[***]	 	[***]	 	[***]

  
 SECTION C -
DESCRIPTION/SPECIFICATIONS/WORK STATEMENT 
  

	1)	 	The research effort to be performed hereunder shall be subject to the requirements and standards contained in Exhibit A and the following paragraph(s). 

  

	2)	 	The Contractor shall conduct the base effort research in accordance with the base effort tasks on pages 1-2 of Attachment Number 1, entitled “3.A. Statement of Work First 18
months”. The contractor shall provide the deliverables described under Quarters 1-6 of Attachment Number 2 of the contract. 

  

 Contract Number: N00014-02-C-0302 

	
	[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.

  


 2 









	3)	 	The Contractor shall condition the option research effort in accordance with the optional tasks described on pages 3-4 of Attachment Number 1, entitled “3.A. Statement of Work
Optional [***]”. The contractor shall provide the deliverables described under Quarters 7-8 of Attachment Number 2 of the contract. 

  
 SECTION D - PACKAGING AND MARKING 
  
 Preservation, packaging, packing and marking of all deliverable contract line items shall conform to normal commercial packing standards to assure safe delivery at
destination. 
  
 SECTION E - INSPECTION AND ACCEPTANCE 
  
 Inspection and acceptance of the final delivery under this contract will be accomplished by
the Program Officer designated in Section F of this contract, who shall have at least thirty (30) days after contractual delivery for acceptance. 
  
 SECTION F - DELIVERIES OR PERFORMANCE 
  

	1)	 	The research effort performed under this contract shall be conducted during the period from the effective date (See Block 20C of the Standard Form 26) through eighteen (18) months
thereafter. A final report will be prepared, submitted, reproduced and distributed by sixty days thereafter unless the contract is extended, in which case, the final report will be prepared in accordance with the terms of such extension.


  
 a) Item No. 0002 of Section B (Deliverables)
shall be delivered within the time periods stated in Attachment Number 2, F.O.B. Destination. 
  
 b) Item No. 0003 of Section B (Reports and Data) shall be delivered within the time periods stated in Exhibit A, F.O.B. Destination. 
  

	2)	 	If the Option (OLIN 0004) is exercised, that research effort shall be conducted during the period from the date the option is exercised through [***] thereafter. A final report will
be prepared, submitted, reproduced and distributed by sixty days thereafter unless the contract is extended, in which case, the final report will be prepared in accordance with the terms of such extension. 

  
 a) Item No. 0005 of Section B (Deliverables) shall be delivered within the
time periods stated in Attachment Number 2, F.O.B. Destination. 
  
 b) Item No. 0006 of Section B (Reports and Data) shall be delivered within the time periods stated in Exhibit A, F.O.B. Destination. 
  

	3)	 	Distribution, consignment and marking instructions for Deliverables 2, 3, 13, and 14 under OLIN 0002 and if the option is exercised, OLIN 0005, shall be in accordance with the
following address. In addition, the Data Sheets required under these CLINS shall also be delivered to the Program Officer stated in paragraph 5. 

  

Tri-Service Correlation Team 
 Attn: Thomas
Jenkins 
 AFRL/SNDM, Bldg 620, Area B 
 2241 Avionics Circle, Rm C2G69 
 Wright-Patterson AFB OH 45433 
  
 Ref: Contract N00014-02-C-0302 
  

 Contract Number: N00014-02-C-0302 

	
	[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.

  


 3 









	4)	 	Distribution, consignment and marking instructions for Deliverables 1 and 4 through 13 under CLIN 0002 and if the option is exercised, CLIN 0005, shall be in accordance with the
following address. In addition, the Data Sheets required under these CLINS shall also be delivered to the Program Officer stated in paragraph 5. 

  

U.S. Army Research Laboratory 
 Attn:
AMSRL-SE-DP / Scozzie 
 2800 Powder Mill Road 
 Adelphi, MD 20783-1197 
  
 Ref:
Contract N00014-02-C-0302 
  

	5)	 	Distribution, consignment and marking instructions for CLIN 0003 and if the option is exercised, CLIN 0006, shall be in accordance with Enclosure Number 1 and the following:


  
 Program Officer 
 Office of Naval Research 
 Ballston Tower One

 800 North Quincy Street 
 Arlington, Virginia 22217-5660 
  
 Attn: Dr. Harry
Dietrich, Code 312, Telephone (703) 696-0240 
 Ref: Contract N00014-02-C-0302 
  
 SECTION G - CONTRACT ADMINISTRATION DATA 
  

	 1.
	  	  NAPS 5252.232-9001	  	SUBMISSION OF INVOICES (COST REIMBURSEMENT, TIME-AND MATERIALS, LABOR-HOUR, OR FIXED PRICE INCENTIVE) (JUL 1992)

  

	 	(a)	 	“Invoice” as used in this clause includes contractor requests for interim payments using public vouchers (SF 1034) but does not include contractor requests for progress
payments under fixed price incentive contracts. 

  

	 	(b)	 	The Contractor shall submit invoices and any necessary supporting documentation, in an original and 4 copies, to the contract auditor at the following address:


  
 Defense Contract Audit Agency

 DCAA/MABO 
 P.O. Box 891 
 Arnold, MD 21012-0891 
 Telephone: (410) 260-5420 
 Fax: (410) 260-5986 
  
 unless
delivery orders are applicable, in which case invoices will be segregated by individual order and submitted to the address specified in the order. In addition, an information copy shall be submitted to the Program Officer identified in Section F.2a
of this contract. Following verification, the contract auditor* will forward the invoice to the designated payment office for payment in the amount determined to be owing, in accordance with the applicable payment (and fee) clause(s) of this
contract. 
  

	 	(c)	 	Invoices requesting interim payments shall be submitted no more than once every two weeks, unless another time period is specified in the Payments clause of this contract. For
indefinite delivery type 

  

 Contract Number: N00014-02-C-0302 
  


 4 








 
contracts, interim payment invoices shall be submitted no more than once every two weeks for each delivery order. There shall be a lapse of no more than 30
calendar days between performance and submission of an interim payment invoice. 
  

	 	(d)	 	In addition to the information identified in the Prompt Payment clause herein, each invoice shall contain the following information, as applicable: 

  
 (1) Contract line item number (CLIN) 
  
 (2) Subline item number (SLIN) 
  
 (3) Accounting Classification Reference Number (ACRN)

  
 (4) Payment terms 
  
 (5) Procuring activity 
  
 (6) Date supplies provided or services performed

  
 (7) Costs incurred and allowable under the
contract 
  
 (8) Vessel (e.g., hip, submarine or
other craft) or system for which supply/service is provided. 
  

	 	(e)	 	A DD Form 250, “Material Inspection and Receiving Report”, 

  

	 	  	  ̈
	  	is required with each invoice submittal.
			
	 	  	 x
	  	is required only with the final Invoice.
			
	 	  	  ̈
	  	is not required.

  

	 	(f)	 	A Certificate of Performance 

  

	 	  	  ̈
	  	shall be provided with each invoice submittal.
			
	 	  	 x
	  	is not required

  

	(g)	 	The Contractor’s final invoice shall be identified as such, and shall list all other invoices (if any) previously tendered under this contract. 

  

	(h)	 	Costs of performance shall be segregated, accumulated and invoiced to the appropriate ACRN categories to the extent possible. When such segregation of costs by ACRN is not possible
for invoices submitted with CLINS/SLINS with more than one ACRN, an allocation ratio shall be established in the same ratio as the obligations cited in the accounting data so that costs are allocated on a proportional basis.


  

	2.	 	Submission of Invoices Direct to Payment Office 

  

	 	a)	 	Pursuant to DFARS 242.803(b)I)(C), if the cognizant Government auditor has notified the contractor of its authorization to do so, the contractor may submit interim vouchers under
this contract direct to the payment office shown in Block 12 of SF-26 instead of to the address shown in subparagraph (b) of section G.1 above. 

  

	 	b)	 	Such authorization does not extend to the first and final vouchers. The contractor shall continue to submit first vouchers to the cognizant auditor shown in subparagraph (b) of
section G.1 above. The final voucher shall be submitted to the Administrative Contracting Officer (SF-26 block 6) with a copy to the cognizant auditor. 

  

 Contract Number: N00014-02-C-0302 
  


 5 









	3.	 	Method of Payment 

  
 As consideration for the proper performance of the work and services required under this contract, the Contractor shall be paid as follows: 
  

	 	a)	 	Costs, as provided for under the contract clause entitled “Allowable Cost and Payment,” not to exceed the amount set forth as “Estimated Cost” in Section B,
subject to the contract clause entitled “Limitation of Cost” or “Limitation of Funds” whichever is applicable. 

  

	4.	 	Procuring Office Representatives 

  

	 	a)	 	In order to expedite administration of this contract, the Administrative Contracting Officer should direct inquiries to the appropriate office listed below. Please do not direct
routine inquiries to the person listed in Item 20A on Standard Form 26. 

  

	 Contract Negotiator
	  	 Evelyon T. Fields, ONR 251, (703).696-4515, DSN 426-4515

	 	  	 E-Mail Address: fieldse@onr.navy.mil

		
	 Inspection and Acceptance -
	  	 Dr. Harry Dietrich, ONR 312, (703) 696-0240

	 	  	 DSN 426-0240, E-Mail Address: dietrih@onr.navy.mil

	
	 Security Matters - Ms. Jennifer Ramsey, ONR 43, (703) 696-4618, DSN 426-4618

	
	 Patent Matters - Mr. Tom McDonnell, ONR OOCC, (703) 696-4000, DSN 426-4000.


  

	 	b)	 	The Administrative Contracting Officer will forward invention disclosures and reports directly to Corporate Counsel (Code OOCC), Office of Naval Research, Department of the Navy,
Arlington, Virginia 22217-5660. The Corporate Counsel will return the reports along with a recommendation to the Administrative Contracting Officer. The Corporate Counsel will represent the Contracting Officer with regard to invention reporting
matters arising under this contract. 

  

	5.	 	Allotment of Funds 

  
 It is hereby understood and agreed that the Government’s share of this contract will not exceed a total amount of [***]. The total amount presently
available for payment and allotted to this contract is [***]. It is estimated that the amount allotted of [***]will cover the period from the effective date of the contract (See date in Block 20C of the Standard Form 26) through eleven (11) months
thereafter. 
  

	6.	 	Consent to Subcontract and/or Hire Consultants 

  
 The services of the following subcontractors have been identified as necessary for the performance of this contract: 
  

	 Identified
Subcontactor

	    	 Estimated Cost
 Base

	 	 Estimated Cost
 Option


	 Case Western University
	    	[***]	 	[***]
			
	 Carnegie Mellon University
	    	[***]	 	[***]
			
	 Purdue University
	    	[***]	 	[***]

  

 Contract Number: N00014-02-C-0302 

	
	[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.

  


 6 








 The preceding listing shall constitute the written consent of the Contracting Officer required by
Paragraphs (c), (d) and (e) of the contract clause at FAR 52.244-2 entitled “Subcontracts”. The Contracting Officer’s written consent to subcontract is required for: 
  

	 	(i)	 	services acquired under a cost-reimbursement, time-and-materials, or labor-hour type subcontract or agreement; 

  

	 	(ii)	 	fixed price contracts that exceed the greater of [***] of the total estimated cost of the contract; 

  
 This consent is based upon the information submitted by the prime contractor in accordance with FAR 52.244-2 (f) (1) (i) through (vii).

  

	7.	 	Tvpe of Contract 

  
 This is a cost sharing (completion) contract. 
  
 SECTION H - SPECIAL CONTRACT REQUIREMENTS 
  

	1.	 	ONR 5252.235-9714 REPORT PREPARATION (FEB 2002) 

  
 Scientific or technical reports prepared by the Contractor and deliverable under the terms of this contract will be prepared in accordance with format
requirements contained in ANSI/NISO Z39.18-1995, Scientific and Technical Reports: Elements, Organization, and Design. 
  
 [NOTE: All NISO American National Standards are available as free, downloadable pdf(s) at http://www.niso.org/standards/index.html. NISO standards can
also be purchased in hardcopy form from NISO Press Fulfillment, P. O. Box 451, Annapolis Junction, MD 20701-0451 USA. Telephone U.S. and Canada: (877) 736-6476; Outside the U.S. and Canada: 301-362-6904; Fax: 301-206-9789.] 
  

	2.	 	ONR 5252.210-9708 METRICATION REQUIREMENTS (DEC 1988) 

  
 a) All scientific and technical reports delivered pursuant to the terms of this contract shall identify units of measurement in accordance with the
international System of Units (SI) commonly referred to as the “Metric System”. Conversion to U.S. customary units may also be given where additional clarity is deemed necessary. Guidance for application of the metric system is contained
in the American Society of Testing Materials document entitled “Standard Practice for Use of the International System of Units (The Modernized Metric System)” (ASTM Designation E 380-89A) 
  
 b) This provision also applies to journal article preprints, reprints,
commercially published books or chapters of books, theses or dissertations submitted in lieu of a scientific and/or technical report. 
  

	3.	 	Invention Disclosures and Reports 

  
 The Contractor shall submit all invention disclosures and reports required by the Patent Rights clause of this contract to the Administrative Contracting
Officer. 
  

 Contract Number: N00014-02-C-0302 

	
	[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.

  


 7 









	4.	 	ONR 5252.242-9718 TECHNICAL DIRECTION (FEB 2002) 

  
 a) Performance of the work hereunder is subject to the technical direction of the Program Officer/COR designated in this contract, or duly authorized
representative. For the purposes of this clause, technical direction includes the following: 
  
 1) Direction to the Contractor which shifts work emphasis between work areas or tasks, requires pursuit of certain lines of inquiry, fills
in details or otherwise serves to accomplish the objectives described in the statement of work; 
  
 2) Guidelines to the Contractor which assist in the interpretation of drawings, specifications or technical portions of work description.

  
 b) Technical direction must be within the general scope of
work stated in the contract. Technical direction may not be used to. 
  
 1) Assign additional work under the contract; 
  
 2)
Direct a change as defined in the contract clause entitled “Changes”; 
  
 3) Increase or decrease the estimated contract cost, the fixed fee, or the time required for contract performance; or 
  
 4) Change any of the terms, conditions or specifications of the contract. 
  
 c) The only individual authorized to in any way amend or modify any of the terms of this contract shall be the Contracting
Officer. When, in the opinion of the Contractor, any technical direction calls for effort outside the scope of the contract or inconsistent with this special provision, the Contractor shall notify the Contracting Officer in writing within ten
working days after its receipt. The Contractor shall not proceed with the work affected by the technical direction until the Contractor is notified by the Contracting Officer that the technical direction is within the scope of the contract.

  
 d) Nothing in the foregoing paragraphs may be construed to
excuse the Contractor from performing that portion of the work statement which is not affected by the disputed technical direction. 
  

	5.	 	ONR 5252.237-9705 Key Personnel (DEC 88) 

  
 a) The Contractor agrees to assign to the contract tasks those persons whose resumes were submitted with its proposal and who are necessary to fulfill the
requirements of the contract as “key personnel”. No substitutions may be made except in accordance with this clause. 
  
 b) The Contractor understands that during the first ninety (90) days of the contract performance period, no personnel substitutions will be permitted
unless these substitutions are unavoidable because of the incumbent’s sudden illness, death or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information described
in paragraph (c) below. After the initial ninety (90) day period the Contractor must submit to the Contracting Officer all proposed substitutions, in writing, at least 30 days in advance (60 days if security clearance must be obtained) of any
proposed substitution and provide the information required by paragraph (c) below. 
  

 Contract Number: N00014-02-C-0302 
  


 8 








 c) Any request for substitution must include a detailed explanation of the circumstances necessitating
the proposed substitution, a resume for the proposed substitute, and any other information requested by the Contracting Officer. Any proposed substitute must have qualifications equal to or superior to the qualifications of the incumbent. The
Contracting Officer or his/her authorized representative will evaluate such requests and promptly notify the Contractor in writing of his/her approval or disapproval thereof. 
  
 d) In the event that any of the identified key personnel cease to perform under the contract and the substitute is
disapproved, the contract may be immediately terminated in accordance with the Termination clause of the contract. 
  

	 Labor Category

	  	 Name of Key Person


	 [***]
	  	 [***]

		
	 [***]
	  	 [***]

		
	 [***]
	  	 [***]

		
	 [***]
	  	 [***]

		
	 [***]
	  	 [***]


  

	6.	 	Controlled Unclassified Information 

  
 The parties understand that information and materials provided pursuant to or resulting from this contract may be export controlled, sensitive, for
official use only, or otherwise protected by law, executive order or regulation. The Contractor is responsible for compliance with all applicable laws and regulations. Nothing in this Contract shall be construed to permit any disclosure in violation
of those restrictions. 
  

	7.	 	[***]  [***] 

  
 SECTION I - CONTRACT CLAUSES 
  
 Cost Sharing     (MAY 2002) (1) 
  
 Attention: Prime Contractors. If a subaward is made to an educational institution, Prime Contractors are directed to please refer to the ONR Mode .Award for appropriate flow-down clauses to universities. See
http://www.onr.navy. mil. click Contracts & Grants Icon. Click Model Awards Link Click Section I clauses that flowdown to University subcontractors. 
  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission. 

	
	Contract Number: N00014-02-C-0302

  


 9 








 (A) FAR 52.252-02 CLAUSE INCORPORATED BY REFERENCE FEB 1998) 
  
 This contract incorporates one or more clauses by reference, with the same force and effect
as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses: 
  
 http://www.arnet.gov/far/ 
 http://webl.deskbook.osd.mil/htmlfiles/DBY far.asp 
 http://web2.deskbook.osd.mil/htmlfiles/DBY dfars.asp 
 http://farsite.hill.af mil/farsite_script.html 
  

For instance, a dollar threshold may trigger the applicability of the clause or a certain condition of the research may trigger the applicability of the clause. In
order to provide some assistance, as to when a dollar threshold triggers a clause, we have associated certain symbols with dollar thresholds. The symbols and their appropriate dollar thresholds are as follows: 
  

	 *
	  	 Applies when contract action exceeds $10,000

		
	 **
	  	 Applies when contract action exceeds $100,000

		
	 +
	  	 Applies when contract action exceeds $500,000

		
	 ++
	  	 Applies when contract action exceeds $500,000 and subcontracting possibilities exist. Small Business
Exempt.

		
	 x
	  	 (DD 250)

		
	 xx
	  	 Not applicable


  
 I. FEDERAL ACQUISITION REGULATION
(FAR) (48 CFR CHAPTER 1) CLAUSES: 
  

	     **    
	  	 FAR 52.202-1
	  	 Definitions (DEC 2001)

			
	 **
	  	 FAR 52.203-3
	  	 Gratuities (APR 1984)

			
	 **
	  	 FAR 52.203-5
	  	 Covenant Against Continent Fees (APR 1984)

			
	 **
	  	 FAR 52.203-6
	  	 Restrictions on Subcontractor Sales to the Government (JUL 1995)

			
	 **
	  	 FAR 52.203-7
	  	 Anti-Kickback Procedures (JUL 1995)

			
	 **
	  	 FAR 52.203-8
	  	 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997)

			
	 **
	  	 FAR 52.203-10
	  	 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997)

			
	 **
	  	 FAR 52.203-12
	  	 Limitation on Payments to Influence Certain Federal Transactions (JUN 1997)

			
	 **
	  	 FAR 52.204-4
	  	 Printing/Copying Double-Sided on Recycled Paper (AUG 2000)

			
	 	  	 FAR 52.211-15
	  	 Defense Priority and Allocation Requirements (SEP 1990)

			
	 **
	  	 FAR 52.215-2
	  	Audit and Records -Negotiation (JUN 1999) and Alternate II (APR 1998) (Alternate II is only applicable with cost reimbursement contracts with State and local Governments, educational
institutions, and other non-profit organizations.)
			
	 	  	 FAR 52.215-8
	  	 Order of Precedence - Uniform Contract Format (OCT 1997)

			
	 +
	  	 FAR 52.215-10
	  	Price Reduction for the Defective Cost or Pricing Data (OCT 1997) (The clause is applicable to subcontracts over $550,000.)
			
	 +
	  	 FAR 52.215-.12
	  	 Subcontractor Cost or Pricing Data (OCT 1997) (Applicable to subcontracts over $550,000 only)

			
	 **
	  	 FAR 52.215-14
	  	Integrity of Unit Prices (OCT 1997) and Alternate I (OCT 1997) (Alternate I is applicable if the action is contracted under Other Than Full and Open Competition)
			
	 +
	  	 FAR 52.215-15
	  	 Pension Adjustments and Asset Reversions (DEC 1998)

			
	 +
	  	 FAR 52.215-18
	  	 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions (OCT 1997)

			
	 +
	  	 FAR 52.215-19
	  	 Notification of Ownership Changes (OCT 1997) (Applicable when Cost or Pricing Data is required)

			
	 	  	 FAR 52.216-7
	  	 Allowable Cost and Payment (FEB 2002)


  

 Contract Number: N00014-02-C-0302 
  


 10 









			
	 	  	 FAR 52.216-8
	  	 Mixed Fee (MAR 1997)

			
	     **    
	  	 FAR 52.219-4
	  	 Notice of Price Evaluation Preference for HUBzone Small Business Concerns (JAN 1999)

			
	 **
	  	 FAR 52.219-8
	  	 Utilization of Small Business Concerns (OCT 2000)

			
	 ++
	  	 FAR 52.219-9
	  	 Small Business Subcontracting Plan (JAN 2002)

			
	 ++
	  	 FAR 52.219-16
	  	 Liquidated Damages - Subcontracting Plan (JAN 1999)

			
	 	  	 FAR 52.222-1
	  	 Notice to the Government of Labor Disputes (FEB 1997)

			
	 **
	  	 FAR 52.222-2
	  	Payment for Overtime Premiums (JUL 1990) (Note: The word “zero” is inserted in the blank space indicated by an asterisk)
			
	 	  	 FAR 52.222-3
	  	 Convict Labor (AUG 1996) (Reserved when FAR 52.222-20 Walsh Healy Public Contracts Act is applicable)

			
	 **
	  	 FAR 52.222-4
	  	 Contract Work Hours and Safety Standards Act - Overtime Compensation (SEP 2000)

			
	 	  	 FAR 52.222-21
	  	 Prohibition of Segregated Facilities (FEB 1999)

			
	 	  	 FAR 52.222-26
	  	 Equal Opportunity (APR 2002)

			
	 *
	  	 FAR 52.222-35
	  	Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001 1998)
			
	 *
	  	 FAR 52.222-36
	  	 Affirmative Action for Workers with Disabilities (JUN 1998)

			
	 *
	  	 FAR 52.222-37
	  	Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001)
			
	 **
	  	 FAR 52.223-14
	  	 Toxic Chemical Release Reporting (OCT 2000)

			
	 	  	 FAR 52.225-13
	  	 Restrictions on Certain Foreign Purchases (JUL 2000)

			
	 **
	  	 FAR 52.227-1
	  	 Authorization and Consent (JUL 1995) and Alternate I (APR 1984)

			
	 **
	  	 FAR 52.227-2
	  	 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996)

			
	 	  	 FAR 52.228-7
	  	Insurance Liability to Third Persons (MAR 1996) (Further to paragraph (a)(3), unless otherwise stated in this contract, types and limits of insurance required are as stated in FAR
28:307-2)
			
	 	  	 FAR 52.232-9
	  	 Limitation on Withholding of Payments (APR 1984)

			
	 **
	  	 FAR 52.232-17
	  	 Interest (JUN 1996)

			
	 	  	 FAR 52.232-23
	  	 Assignment of Claims (JAN 1986) and Alternate I (APR 1984)

			
	 	  	 FAR 52.232-25
	  	Prompt Payment (FEB 2002) and Alternate I (FEB 2002) (The words “the 30th day” are inserted in lieu of “the 7th day” at
(a)(5)(i). [When Alternate I is applicable (a)(5)(i) does do not apply] [Alternate I applies when awarding a cost reimbursement contract for services]
			
	 	  	 FAR 52.232-33
	  	 Payment by Electronic Funds Transfer- Central Contractor Registration (MAY 1999)

			
	 	  	 FAR 52.233-1
	  	 Disputes (DEC 1998)

			
	 	  	 FAR 52.233-3
	  	 Protest After Award (AUG 1996) and Alternate I (JUN 1985)

			
	 	  	 FAR 52.242-1
	  	 Notice of Intent to Disallow Costs (APR 1984)

			
	 +
	  	 FAR 52.242-3
	  	 Penalties for Unallowable Costs (MAY 2001)

			
	 	  	 FAR 52.242-4
	  	 Certification of Final Indirect Costs (JAN 1997)

			
	 **
	  	 FAR 52.242-13
	  	 Bankruptcy (JUL 1995)

			
	 	  	 FAR 52.242-15
	  	 Stop Work Order (AUG 1989) and Alternate I (APR 1984)

			
	 	  	 FAR 52.244-2
	  	 Subcontracts (AUG 1998) and Alternate I (AUG 1998)
 [Insert in cost-reimbursement contracts, and letter, time-and-material, and labor- hour contracts exceeding SAP, and fixed price contracts exceeding SAP where unpriced
actions are anticipated. Use Alternate I for cost-reimbursement contracts]

			
	 **
	  	 FAR 52.244-5
	  	 Competition in Subcontracting (DEC 1996)

			
	 	  	 FAR 52.244-6
	  	 Subcontracts for Commercial Items and Commercial Components (APR 2002)

			
	 	  	 FAR 52.245-5
	  	Government Property (Cost-Reimbursement, Time-and-Materials, or Labor-Hour Contracts) (JAN 1986) and ALT I (JUL 1985) (As modified by DoD Class Deviation 99-00008 dated 13 July 1999)
(ALT I is applicable if the contractor is a nonprofit organization whose primary purpose is the conduct of scientific research)
			
	 **
	  	 FAR 52.247-64
	  	 Preference for Privately Owned U.S. Flag Commercial Vessels (JUN 2000)


  

 Contract Number: N00014-02-C-0302 
  


 11 









	 	 	 FAR 52.249-6
	  	 Termination (Cost-Reimbursement) (SEP 1996)

			
	 	 	 FAR 52.249-14
	  	 Excusable Delays (APR 1984)

			
	 	 	 FAR 52.251-1
	  	 Government Supply Sources (APR 1984)

			
	 	 	 FAR 52.253-1
	  	 Computer Generated Forms (JAN 1991)

	
	 II. DEPARTMENT OF DEFENSE FAR SUPPLEMENTAL (DFARS) (48 CFR CHAPTER 2) CLAUSES:

			
	     **    
	 	DFARS 252.203-7001	  	 Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (MAR 1999)

			
	 	 	DFARS 252.204-7003	  	 Control of Government Work Product (APR 1992)

			
	 	 	DFARS 252.204-7004	  	 Required Central Contractor Registration (NOV 2001)

			
	 **
	 	DFARS 252.209-7000	  	Acquisition from Subcontractors subject to On-Site Inspection under the Intermediate Range Nuclear Forces (INF) Treaty (NOV 1995)
			
	 **
	 	DFARS 252.209-7004	  	Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country (MAR 1998)
			
	 +
	 	DFARS 252.215-7000	  	 Pricing Adjustments (DEC 1991)

			
	 ++
	 	DFARS 252.219-7003	  	Small, Small Disadvantaged and Women-owned Small Business Subcontracting Plan (DoD Contracts) (APR 1996)
			
	 **
	 	DFARS 252.225-7012	  	 Preference for Certain Domestic Commodities (APRIL 2002)

			
	 	 	DFARS 252.225-7031	  	 Secondary Arab Boycott of Israel (JUN 1992)

			
	 	 	DFARS 252.227-7013	  	 Rights in Technical Data - Noncommercial Items (NOV 1995), and Alternate I (JUN 1995)

			
	 	 	DFARS 252.227-7014	  	Rights In Noncommercial Computer Software and Noncommercial Computer Software Documentation (JUN 1995)
			
	 	 	DFARS 252.227-7016	  	 Rights in Bid or Proposal Information (JUN 1995)

			
	 	 	DFARS 252.227-7019	  	 Validation of Asserted Restrictions - Computer Software (JUN 1995)

			
	 	 	DFARS 252.227-7025	  	Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (JUN 1995)
			
	 	 	DFARS 252.227-7028	  	 Technical Data or Computer Software Previously Delivered to the Government (JUN 1995)

			
	 	 	DFARS 252.227-7030	  	 Technical Data - Withholding of Payment (MAR 2000

			
	 	 	DFARS 252.227-7036	  	 Declaration of Technical Data Conformity (JAN 1997)

			
	 	 	DFARS 252.227-7037	  	 Validation of Restrictive Markings on Technical Data (SEP 1999)

			
	 	 	DFARS 252.231-7000	  	Supplemental Cost Principles (DEC 1991)
			
	 	 	DFARS 252.242-7000	  	 Post-Award Conference (DEC .1991)

			
	 **
	 	DFARS 252.243-7002	  	 Requests for Equitable Adjustment (MAR 1998)

			
	 	 	DFARS 252.245-7001	  	 Reports of Government Property (MAY 1994)

			
	 X
	 	DFARS 252.246-7000	  	 Material Inspection and Receiving Report (DEC 1991)

			
	 	 	DFARS 252.251-7000	  	 Ordering from Government Supply Sources (MAY 1995)

			
	 **
	 	DFARS 252.247-7023	  	 Transportation of Supplies by Sea (MAR 2000)

			
	 **
	 	DFARS 252.247-7024	  	Notification Of Transportation Of Supplies By Sea (MAR 2000) (Applicable when the Contractor has made a negative response to the inquiry in the representation at DFARS
252.247-7022.)
			
	 	 	DFARS 252.251-7000	  	 Ordering from Government Supply Sources (MAY 1995)


  
 (B) ADDITIONAL FAR AND DFARS
CLAUSES 
  
 This contract incorporates one or more clauses by
reference as indicated by the mark of (X), with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically
at this address: http://www.arnet.gov/far 
  

 Contract Number: N00014-02-C-0302 
  


 12 









	 	  	 FAR 52.204-2
	  	Security Requirements (AUG 1996) (Applicable if contract will generate or require access to classified information and DD Form 254, Contract Security Classification Specification, is
issued to the contractor)
			
	     X    
	  	 FAR 52.209-6
	  	Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (JUL 1995) (Applicable to contracts exceeding $25,000 in
value.)
			
	 	  	 FAR 25.215-17
	  	Waiver of Facilities Capital Cost of Money (OCT 1997) (Applicable if the Contractor did not propose facilities capital cost of money in the offer)
			
	 X
	  	 FAR 52.215-20
	  	Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data (OCT 1997) (Applicable if cost or pricing data or information other than cost or pricing data are
required)
			
	 X
	  	 FAR 52.215-21
	  	Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications (OCT 1997) (Applicable if cost or pricing data or information other than
cost or pricing data will be required for modifications)
			
	 X
	  	 FAR 52.217-9
	  	Option to Extend the Term of the Contract (MAR 2000) (In paragraph (a), insert “the period of performance”, and in paragraph (c), insert “24 months”) (Applicable
if contract contains line item(s) for option(s)) (Complete the spaces in parentheses)
			
	 	  	 FAR 52.219-3
	  	 Notice of Total HUBZone Set-Aside (JAN 1999)

			
	 	  	 FAR 52.219-5
	  	 Very Small Business Set-Aside (MAR 1999) (For actions between $2,500 and $50,000)

			
	 	  	 FAR 52.219-6
	  	Notice of Total Small Business Set-Aside (JUL 1996), and Alternate I (OCT 1995) (Applicable to total small business set-asides, including SBIR)
			
	 	  	 FAR 52.219-7
	  	 Notice of Partial Small Business Set-Aside (JUL 1996) and Alternate I (OCT 1995)

			
	 	  	 FAR 52.219-10
	  	Incentive Subcontracting Program (OCT 2001) (Applicable at the PCO’s discretion to contract actions exceeding $500,000 and when subcontracting possibilities exist. The clause is
small business exempt) (In paragraph (b), insert the appropriate number between 0 and 10 – “N.A.”) (Complete the space in the parentheses)
			
	 	  	 FAR 52.219-25
	  	Small Disadvantaged Business Participation Program – Disadvantaged Status and Reporting (OCT 1999) (Applicable if contract includes FAR 52.219-24)
			
	 	  	 FAR 52.219-26
	  	Small Disadvantaged Business Participation Program – Incentive Subcontracting Program (OCT 2000) (Applicable at the PCO’s discretion to contract actions exceeding $500,000
and when subcontracting possibilities exist. The clause is small business exempt) (In paragraph (b), insert the appropriate number between 0 and 10 – “N.A.”) (Complete the space in the parentheses)
			
	 X
	  	 FAR 52.222-20
	  	Walsh Healy Public Contracts Act (DEC 1996) (Applicable if the contract includes deliverable materials, supplies, articles or equipment in an amount that exceeds or may exceed
$10,000)
			
	 	  	 FAR 52.223-5
	  	Pollution Prevention and Right-to-Know Information (APR 1998) (Applicable if contract provides for performance, in whole or in part, on a Federal facility)
			
	 X
	  	 FAR 52.223-6
	  	Drug-Free Workplace (MAY 2001) (Applies when contract action exceeds $100,000 or at any value when the contract is awarded to an individual)

  

 Contract Number: N00014-02-C-0302 
  


 13 









	 	  	 FAR 52.230-2
	  	Cost Accounting Standards (APR 1998) (Applicable when contract amount is over $500,000, if contractor is subject to full CAS coverage, as set forth in 48 CFR Chapter 99, Subpart
9903.201-2(a) (FAR Appendix B)
			
	     X    
	  	 FAR 52.230-3
	  	Disclosure and Consistency of Cost Accounting Practices (APR 1998) (Applicable when contract amount is over $500,000 but less than $25 million, and the offeror certifies it is
eligible for and elects to use modified CAS coverage as set forth in 48 CFR Chapter 99, Subpart 9903.201-2 (FAR Appendix B)
			
	 X
	  	 FAR 52.230-6
	  	Administration of Cost Accounting Standards (NOV 1999) (Applicable if contract is subject to either clause at FAR 52.230-2, FAR 52.230-3 or FAR 52.230-5)
			
	 X
	  	 FAR 52.232-20
	  	 Limitation of Cost (APR 1984) (Applicable only when contact action is fully funded)

			
	 X
	  	 FAR 52.232-22
	  	 Limitation of Funds (APR 1984) (Applicable only when contract action is incrementally funded)

			
	 	  	 FAR 52.239-1
	  	Privacy or Security Safeguards (AUG 1996) (Applicable to contracts for information technology which require security of information technology, and/or are for the design,
development, or operation of a system of records using commercial information technology services or support services.)
			
	 	  	 FAR 52.245-18
	  	Special Test Equipment (FEB 1993) Applicable when it is anticipated that the contractor will acquire or fabricate special test equipment but the exact identification of the equipment
is not know)
			
	 X
	  	 DFARS 252.203-7002
	  	Display of DoD Hotline Poster (DEC 1991) (Applicable only when contract action exceeds $5 million or when any modification increases contract amount to more than $5
million)
			
	 X
	  	 DFARS 252.204-7000
	  	Disclosure of Information (DEC 1991) (Applies when Contractor will have access to or generate unclassified information that may be sensitive and inappropriate for release to the
public)
			
	 	  	 DFARS 252.204-7005
	  	Oral Attestation of Security Responsibilities (NOV 2001) (Applicable if FAR 52.204-2, Security Requirements Applies)
			
	 X
	  	 DFARS 252.205-7000
	  	Provision of Information to Cooperative Agreement Holders (DEC 1991) (Applicable only when contract action exceeds $500,000 or when any modification increases total contract amount
to more than $500,000)
			
	 X
	  	 DFARS 252.215-7002
	  	Cost Estimating System requirements (Oct 1998) (Applicable only to contract actions awarded on the basis of certified cost or pricing data)
			
	 	  	 DFARS 252.223-7004
	  	Drug-Free Work Force (SEP 1988) (Applicable (a) if contract involves access to classified information: or (b) when the Contracting Officer determines that the clause is necessary for
reasons of national security or for the purpose of protecting the health or safety of performance of the contract.
			
	 	  	 DFARS 252.223-7006
	  	Prohibition on Storage and Disposal of Toxic and Hazardous Materials (APR 1993) (Applicable if work requires, may require, or permits contractor performance on a DoD
installation)
			
	 	  	 DFARS 252.225-7001
	  	Buy American Act and Balance of Payments Program (MAR 1998) (Applicable if the contract includes deliverable supplies) (This clause does not apply if an exception to the Buy American
Act or Balance of Payments Program is known or if using the clause at 252.225-7007, 252.225-7021, or 252.225-7036.)
			
	 	  	 DFARS 252.225-7002
	  	Qualifying Country Sources as Subcontractors (DEC 1991) (Applicable when clause at DFARS 252.225-7001, 252.227-7007, 252.227-7021, or 252.227-7036 applies)

  

 Contract Number: N00014-02-C-0302 
  


 14 









	 	  	 DFARS 252.225-7007
	  	Buy American Act – Trade Agreements – Balance of Payments Program (SEP 2001) (Use instead of FAR 52.225-5, Trade Agreements (Include in contracts valued at $186,000 or
more, if the Trade Agreements Act applies (see 25.401 and 25.403) and the agency has determined that the restrictions of the Buy American Act or Balance of Payments Program are not applicable to U.S. – made end products, unless the acquisition
is to be awarded and performed outside the Untied States in support of a contingency operation or a humanitarian or peacekeeping operation and does not exceed the increase simplified acquisition threshold of $200,000.) The clause need not be used
where purchase from foreign sources is restricted (see 225.401 (b)(ii)). The clause may be used where the contracting officer anticipates a waiver of the restriction.)
			
	 	  	 DFARS 252.225-7008
	  	Supplies to be Accorded Duty-Free Entry (MAR 1998) (Applicable when the contract provides for duty-free entry and includes FAR 52.225-8 – Duty-Free Entry)
			
	 	  	 DFARS 252.225-7009
	  	Duty-Free Entry – Qualifying Country Supplies (End Products and Components) (AUG 2000) (Applicable if contract includes deliverable supplies)
			
	 	  	 DFARS 252.225-7010
	  	Duty-Free Entry – Additional Provisions (AUG 2000) (Applicable when FAR 52.225-8 – Duty-Free Entry is included in the contract.)
			
	 	  	 DFARS 252.225-7016
	  	Restriction On Acquisition Of Ball And Roller Bearings (DEC 2000) (Applicable if contract includes deliverable supplies, unless Contracting Officer knows that items being acquired do
not contain ball or roller bearings)
			
	     X    
	  	 DFARS 252.225-7026
	  	Reporting of Contract Performance Outside the United States (JUN 2000) (Applicable only when contract value exceeds $500,000 or when any modification increases contract value to more
than $500,000)
			
	 	  	 DFARS 252.226-7001
	  	Utilization of Indian Organizations and Indian-Owned Economic Enterprises (SEP 2001) [(Applicable if FAR Part 12 not used, and for supplies and services expected to exceed SAP
thresholds) (This Interim Rule replaces FAR 52.226-1 (JUN 2000) via DFARS Chg Ntc 200110911]
			
	 	  	 DFARS 252.227-7018
	  	Rights in Noncommercial Technical Data and Computer Software – Small Business Innovation Research (SBIR) Program (JUN 1995) (Applicable when technical data or compute software
will be generated during performance of contracts under the SBIR Program)
			
	 X
	  	 DFARS 252.242-7004
	  	Material Management and Accounting System (DEC 2000) (Applicable to contract actions exceeding $100,000) (Not applicable to contracts set aside for exclusive participation by small
business and small disadvantaged business concerns)
	
	C. COST SHARING -NO FEE RESEARCH AND DEVELOPMENT CLAUSFS
	
	The following FAR and DFARS clauses apply to Cost Sharing - No Fee Research and Development Contracts and are either required
by regulation or are required when the
circumstances of the contract warrant that they apply. The FAR and DFARS clauses for Cost-
Sharing Research and Development Contracts only apply when specifically marked with an (X).:
			
	 	  	 FAR 52.216-11
	  	Cost Contract – No Fee (APR 1984) and Alternate I (APR 1984) Replace 52.216-8) [This clause may be modified by substituting “$10,000” in lieu of “$100,000”
as the maximum reserve in paragraph (b) if the Contractor is a nonprofit organization.]
			
	     X    
	  	 FAR 52.216-12
	  	 Cost Sharing Contract – No Fee (APR 1984)


  

 Contract Number: N00014-02-C-0302 
  


 15 









	 	  	 FAR 52.227-10
	  	Filing of Patent Applications – Classified Subject Matter (APR 1984) (Applicable if contract is subject to FAR clause 52.204-02 and either 52.227-11 or
52.227-12)
			
	 	  	 FAR 52.227-11
	  	Patent Rights – Retention by the Contractor (Short Form) (JUN 1997) (Applicable if contractor is a small business or non profit organization)
			
	 	  	 OR
	  	 
			
	     X    
	  	 FAR 52.227-12
	  	Patent Rights – Retention by the Contractor (Long Form) (JAN 1997) (Applicable if contractor is a large business)
			
	 X
	  	 FAR 52.246-9
	  	 Inspection of Research and Development (Short Form) (Apr 1984)

			
	 	  	 FAR 52.247-63
	  	 Preference for U.S.-Flag Air Carriers (JAN 1997)

			
	 	  	 DFARS 252.227-7034
	  	 Patents – Subcontracts (APR 1984) (Applicable when FAR 52.227-11 applies)

			
	 	  	 DFARS 252.227-7039
	  	 Patents – Reporting of Subject Inventions (APR 1990) (Applicable when FAR 52.227-11 applies)

			
	 X
	  	 DFARS 252.235-7011
	  	 Final Scientific Or Technical Report (Sep 1999)


  
 SECTION J - LIST OF ATTACHMENTS

  

	1)	 	EXHIBIT A entitled, “Contract Data Requirements List” (DD Form 1423) - 1 page with Enclosure Number 1 entitled, “Contract Data Requirements List - Instructions
for Distribution” - 3 pages. 

  

	2)	 	Attachment Number 1 entitled, “Statement of Work” - 6 pages. 

  

	3)	 	Attachment Number 2 entitled, “Deliverables” - 1 page. 

  

	4)	 	Attachment Number 3 entitled, “Master Small Business Subcontracting Plan,” and “Contract Specific Subcontracting Plan” - 13 pages. 

  

	5)	 	Attachment Number 4 entitled, “Financial Accounting Data Sheet,” I page. 

  
 SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR 
  
 The Contractor’s Representations and Certifications, dated 03 APR 2002, are hereby
incorporated into this contract by reference. 
  

 Contract Number: N00014-02-C-0302 
  


 16 









	 CONTRACT DATA REQUIREMENTS LIST
	  	 	  	 	  	 	  	 Form Approved
 OMB No. 0704-0188
	  	 	  	 	  	 
	

	Public reporting burden for this collection of information is estimated to average 440 hours per response, including the time for reviewing instructions, searching existing data
source, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection or information, including suggestions for reducing
this burden, to Washington Headquarters Services Directorate for information Operations and Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302.
	



	 A. CONTRACT LINE ITEM NO.
	 	 	    	B. CONTRACT LINE ITEM NO.	 	        C. CATEGORY	 	 	 	 	 	 	 	 	  	 	  	 	  	 	  	 
	 0003 (and Option CLIN 0006 if exercised)
	 	 	    	                A	 	            TOP	 	 	 	 	 	TM	  	OTHER	  	x        
	



	 D. SYSTEM/ITEM
 [***]
	 	 E. CONTRACT/PR NO.
 N00014-02-0302
	 	 	 	 	 	 	 	 	    	 F. CONTRACTOR
 CREE
INC.
 .
	  	 	  	 	  	 	  	 
	



	 1. DATA ITEM NO.
 A001
	  	 2. TITLE OF DATA ITEM
 Monthly Status
Reports*
	 	 	 	 	 	 	  	 	 	3. SUBTITLE
	



	 4. AUTHORITY (Data Acquisition Document No.)
	  	 5. CONTRACT REFERENCE
 Section
H.1 of Schedule
	  	 	  	 	  	 	 	 6. REQUIRING OFFICE
 See
Section F.4

	

	 7. DD 250 REQ
 LT*
	  	9. DIST STATEMENT REQUIRED	  	 10. FREQUENCY
 Monthly
	    	 12. DATE OF FIRST SUBMISSION
 30 days after the effective date of the
Contract
	  	 14.
                DISTRIBUTION

       ADDRESSEE                 b. COPIES
                                        
                           

	
	 	 	
	 	 
	 8. APP CODE
	  	 	  	 11. AS OF DATE
 See Blk
12,
	    	 13. DATE OF SUBSEQUENT
SUBMISSION
 Every 30 days thereafter
	  	 	  	 	  	 Draft

                     REQ
	 	 Final

     REPRO

	

	 16. REMARKS
 * These monthly reports shall contain the following major accomplishments, issues, problems, monthly dollar expenditures on a comprehensive/cumulative basis as well as a comparison of projected versus actual
expenditures, and plans for next month and next 3 months. The reports may be submitted electronically, may be approximately two pages in length, and can be in contractor format.
	  	 See Enclosure Number 1


 15. TOTAL

	

	 1. DATA ITEM NO.
 A002
	  	 2. TITLE OF DATA ITEM
 Presentation
Materials*
	 	3. SUBTITLE
	

	 4. AUTHORITY (Data Acquisition Document No.)
	    	 5. CONTRACT REFERENCE
 Section H.1 of
Schedule
	 	 6. REQUIRING OFFICE
 See
Section F.4

	

	 7. DD 250 REQ
 LT*
	  	9. DIST STATEMENT REQUIRED	  	 10. FREQUENCY
 As Required
	    	 12. DATE OF FIRST SUBMISSION
 *
	  	 14. DISTRIBUTION

       ADDRESSEE        b. COPIES
                                        
                           

	
	 	 	
	 	 
	 8. APP CODE
	  	 	  	 11. AS OF DATE
 *
	    	 13. DATE OF SUBSEQUENT
SUBMISSION
 *
	  	 	  	 	  	 Draft

             REQ
	 	 Final

     REPRO

	

	 16. REMARKS
 * The presentation materials will be on an as-required basis in a format to be requested by the Program Officer.
	  	 See Enclosure Number 1


 15. TOTAL

	

	 1. DATA ITEM NO.
 A003
	  	 2. TITLE OF DATA ITEM
 Final
Report*
	 	3. SUBTITLE
	

	 4. AUTHORITY (Data Acquisition Document No.)
	    	 5. CONTRACT REFERENCE
 Section H.1 of
Schedule
	 	 6. REQUIRING OFFICE
 See Section
F.4

	

	 7. DD 250 REQ
 DD
	  	9. DIST STATEMENT REQUIRED	  	 10. FREQUENCY
 ONE/R
	    	 12. DATE OF FIRST SUBMISSION
 See Section F
	  	 14. DISTRIBUTION

       ADDRESSEE    b. COPIES
                                        
                           

	
	 	 	
	 	 
	 8. APP CODE
	  	 	  	11. AS OF DATE	    	13. DATE OF SUBSEQUENT
SUBMISSION	  	 	  	 	  	 Draft

             REQ
	 	 Final

     REPRO

	

	 16. REMARKS
 * DD 250 required only for acceptance by the Program Officer designated in Section F.2. Information copies of this report shall be distributed in accordance with Enclosure Number 1.
	  	 See Enclosure Number 1


 15. TOTAL

	

	 1. DATA ITEM NO.
 A004
	  	 2. TITLE OF DATA ITEM
 Semi-Annual Progress
Report*
	 	3. SUBTITLE
	

	 4. AUTHORITY (Data Acquisition Document No.)
	    	 5. CONTRACT REFERENCE
 Section H.1 of
Schedule
	 	 6. REQUIRING OFFICE
 See
Section F.4

	

	 7. DD 250 REQ
 LT*
	  	9. DIST STATEMENT REQUIRED	  	 10. FREQUENCY
 Semi-Annual
	    	 12. DATE OF FIRST SUBMISSION
 6
Months after contract effective date
	  	 14. DISTRIBUTION

         ADDRESSEE            b. COPIES
                                        
                           

	
	 	 	
	 	 
	 8. APP CODE
	  	 	  	11. AS OF DATE	    	 13. DATE OF SUBSEQUENT
SUBMISSION
 Every 6 months thereafter
	  	 	  	 	  	 Draft

             REQ
	 	 Final

     REPRO

	

	 16. REMARKS
 * DD 250 required only for acceptance by the Program Officer designated in Section F.2. Information copies of this report shall be distributed in accordance with Enclosure Number 1.
	  	 See Enclosure Number 1


 15. TOTAL

	

	 G. PREPARED BY
             Evelyon T. Fields, ONR 251
	  	 H. DATE
 Presentation Materials*
	  	 I. APPROVED BY
 ONR
251
	  	 	  	 	  	 	 	 	  	 J. DATE
 26-Jun-02

	

	 DD Form 1423-2, JUN 90
 OVERPRINT (1-91)
	  	Previous editions are obsolete	  	 	  	 Page 1 of 1 NAVOCNR


  


	[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.

  



	CONTRACT NUMBER N00014-02-C-0250	  	PAGE 17









 ENCLOSURE NUMBER I 
 CONTRACT DATA REQUIREMENTS LIST 
 INSTRUCTIONS FOR DISTRIBUTION 
  
 DISTRIBUTION OF MONTHLY STATUS REPORTS PRESENTATION MATERIALS AND CONTRACT FUNDS STATUS
REPORTS 
  
 The minimum distribution for monthly reports, presentation
materials, and contract funds status reports is as follows: 
  

	 	  	 	    	NUMBER OF COPIES


	 ADDRESSEE

	  	 DODAAD
 CODE

	    	 UNCLASSIFIED/
 UNLIMITED

	    	 UNCLASSIFIED/
 LIMITED AND
 CLASSIFIED


	 Program Officer
 E-Mail: dietrih@onr.navy.mil
	  	N00014	    	1	    	1
				
	 Administrative Contracting Officer*
	  	S1103A	    	1	    	1



	*	 	Send only a copy of the transmittal letter to the Administrative Contracting Officer; do not send actual reports to the Administrative Contracting Officer. 


 
 SEMI-ANNUAL REPORTS 
  
 The minimum distribution of semi-annual reports is as follows: 
  

	 	  	 	    	NUMBER OF COPIES


	 ADDRESSEE

	  	 DODAAD
 CODE

	    	 UNCLASSIFIED
 / UNLIMITED

	    	 UNCLASSIFIED/
 LIMITED AND
 CLASSIFIED


	 Program Officer
 E-Mail: dietrih@onr.navy.mil
	  	N00014	    	3	    	3
				
	 Administrative Contracting Officer*
	  	S1103A	    	1	    	1
				
	 Director, Naval Research Lab
 Attn: Code 5227
 4555 Overlook Avenue, SW
 Washington, D.C. 20375-5320
 E-Mail: reports@library.nrl.navy.mil
	  	N00173	    	1	    	1
				
	 Defense Technical Information Center
 8725 John J. Kingman Road
 STE 0944
 Ft. Belvoir, VA 22060-6218
 E-mail: tr@dtic.mil
	  	S47031	    	2	    	2
				
	 Dr. Edgar J. Martinez
 Defense Advanced Research Projects Agency
 Microsystems Technology Office
 3701 Fairfax Drive
 Arlington, VA 22203
	  	MDA972	    	1	    	1
				
	 Thomas Jenkins
 AFRL/SNDM
 2241 Avionics Circle RM C2G69
 Wright-Patterson AFB, OH 45433-7322
	  	F33615	    	1	    	1

  


	 CONTRACT NUMBER: N00014-02-C-0302
 ATTACHMENT
NUMBER 3
	  	PAGE 1










	 Daniel Judy
 Army Research Laboratory
 2800 Powder Mill Road
 AMSRL-SE-RE
 Adelphi, MD 20783-1197
	  	 DAAD17
	  	1	  	1
				
	 Evan Glaser
 Naval Research Laboratory
 4555 Overlook Avenue SW
 Code 6877
 Washington, DC 20375-5347
	  	 N00173
	  	1	  	1
				
	 Dr. John C. Zolper
 Defense Advanced Research Projects Agency
 Microsystems Technology Office
 3701 Fairfax Drive
 Arlington, VA 22203
	  	 MDA972
	  	1	  	1



	*	 	Send only a copy of the transmittal letter to the Administrative Contracting Officer, do not send actual reports to the Administrative Contracting Officer. 


 
 FINAL REPORT DISTRIBUTION 
  
 The minimum distribution of the final report submitted in connection with this contract is
as follows: 
  

	 	  	 	    	NUMBER OF COPIES


	 ADDRESSEE

	  	 DODAAD
 CODE

	    	 UNCLASSIFIED
 / UNLIMITED

	    	 UNCLASSIFIED/
 LIMITED AND
 CLASSIFIED


	 Program Officer
 E-Mail: dietrih@onr.navy.mil
	  	 N00014
	    	5	    	5
				
	 Administrative Contracting Officer*
	  	 S1103A
	    	1	    	1
				
	 Director, Naval Research Lab
 Attn: Code 5227
 4555 Overlook Avenue, SW
 Washington, D.C. 20375-5320
 E-Mail: reports@library.nrl.navy.mil
	  	 N00173
	    	1	    	1
				
	 Defense Technical Information Center
 8725 John J. Kingman Road
 STE 0944
 Ft. Belvoir, VA 22060-6218
 E-mail: tr@dtic.mil
	  	 S47031
	    	2	    	2
				
	 Dr. Edgar J. Martinez
 Defense Advanced Research Projects Agency
 Microsystems Technology Office
 3701 Fairfax Drive
 Arlington, VA 22203
	  	 MDA972
	    	1	    	1
				
	 Thomas Jenkins
 AFRL/SNDM
 2241 Avionics Circle RM C2G69
 Wright-Patterson AFB, OH 45433-7322
	  	 F33615
	    	1	    	1
				
	 Robert Kemerley
 AFRL/SND
 2241 Avionics Circle, Bldg. 620
 Wright-Patterson AFB, OH 45433-7322
	  	 F33615
	    	1	    	1

  


	 CONTRACT NUMBER: N00014-02-C-0302
 ATTACHMENT
NO. 3
	  	PAGE 2










	 Daniel Judy
 Army Research Laboratory
 2800 Powder Mill Road
 AMSRL-SE-RE
 Adelphi, MD 20783-1197
	  	 DAAD17
	  	 1
	  	 1

				
	 H. Bruce Wallace
 Army Research Laboratory
 2800 Powder Mill Road
 AMSRL-SE-R
 Adelphi, MD 20783-1197
	  	 DAAD17
	  	 1
	  	 1

				
	 Dr. John C. Zolper
 Defense Advanced Research Projects Agency
 Microsystems Technology Office
 3701 Fairfax Drive
 Arlington, VA 22203
	  	 MDA972
	  	 1
	  	 1

				
	 Gerald Borsuk
 Naval Research Laboratory
 4555 Overlook Avenue SW
 Code 6800
 Washington, DC 20375
	  	 N00173
	  	 1
	  	 1

				
	 C. J. (Skip) Scozzie
 US Army Research Laboratory
 AMSRL-SE-DP
 2800 Powder Mill Road
 Adelphi, MD 20783-1197
	  	 DAAD17
	  	 1
	  	 1




	*	 	Send only a copy of the transmittal letter to the Administrative Contracting Officer; do not send actual reports to the Administrative Contracting Officer. 


 
 ELECTRONIC SUBMISSIONS OF TECHNICAL REPORTS IS PREFERRED AND ENCOURAGED. ELECTRONIC
SUBMISSION SHOULD BE SENT TO THE E-MAIL ADDRESSES PROVIDED IN THE ABOVE TABLE, HOWEVER PLEASE NOTE THE FOLLOWING: 
  

	 	•	 	Only Unlimited/Unclassified document copies may be submitted by e-mail. 

  

	 	•	 	Unclassified/Limited has restricted distribution and a classified document (whether in its entirety or partially) is to be distributed in accordance with classified material
handling procedures. 

  

	 	•	 	Electronic submission to DIRECTOR, NAVAL RESEARCH LAB, shall be unclassified/unlimited reports and 30 pages or less. If unclassified and more than 30 pages, hardcopies of reports
must be mailed. 

  

	 	•	 	Electronic submission to DTIC shall be unclassified/unlimited reports. If submission is for limited documents, please send them in on a disk or sign up for DTIC’s web-based
document submission system at http://www.dtic.mil/dtic/submittingelec_subm.html. 

  
 If the Program Officer directs, the Contractor shall make additional distribution of technical reports in accordance with a supplemental distribution list provided by the Program Officer. 
  


	 CONTRACT NUMBER: N00014-02-C-0302
 ATTACHMENT
NO. 3
	  	PAGE 3









 CONTRACT NUMBER N00014-02-C-0302 
 ATTACHMENT NUMBER 1 
  
 STATEMENT OF WORK 
 (4 pages) 
  
 3.A. STATEMENT OF WORK First 18 months 
  
 Task Area 1. [***] 
  
 Cree will develop [***] to meet the high demands of [***]. The primary 18-month goal is to reduce the [***] in [***]. 
  
 TASK 1.1: Ultra High Quality [***] for [***] 
  
 Cree will develop [***] material with [***] material. 
  
 Subtask 1.1.1 We will improve the [***] to allow [***]. In addition, in this sub-task
Cree will also [***]. 
  
 Subtask 1.1.2 Methods of [***] will be developed.

  
 Task 1.2. [***] 
  
 Cree will generate [***]. [***] order of [***] lower than our typical [***]
material will be demonstrated. 
  
 Subtask 1.2.1 We will design a system
that will enable [***], subsequently we will [***]. 
  
 Subtask 1.2.2 Cree
will develop a [***] for [***] that will permit [***] and [***]. 
  
 Task Area 2. [***] 
  
 Cree will develop [***] to
[***] on [***] suitable for [***] production. This will be accomplished via the following tasks. 
  
 TASK 2.1: [***] 
  
 We
will increase the [***] and [***] rate of the [***] while maintaining/improving the [***]. 
  
 Subtask 2.1.1. We will design and commission [***] to minimize [***] and permit growth of [***] rates. [***] goal for both [***] and [***] is [***] variation.  
  
 Subtask 2.1.2. The [***] process will be [***] and [***] processes will also be
evaluated to accelerate the [***] and improve [***]. 
  
 TASK 2.2: [***]

  
 We will improve the [***] of the [***]. We will also
investigate methods to minimize the [***] during operation. 
  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission. Omitted portions have been filed separately with the Commission. 








 Subtask 2.2.1. [***] will be evaluated for [***] and [***]. 
  
 Subtask 2.2.2. We will [***] to [***]. [***] on [***] will be evaluated for [***]
including [***] and [***]. 
  
 Task Area 3. [***]

  
 Cree will develop [***] and fabricate [***] structures

  
 Task 3.1 [***] Development 
  
 We will carry out [***] and [***] studies on both the [***] and the [***]
with an objective of improving the [***] in an [***] in order to obtain an [***] in the range [***]. 
  
 Task 3.2 [***] 
  
 Cree will develop [***] with a [***]. The size of these devices will be [***] with a reasonable [***]. 
  
 Subtask 3.2.1[***]: Purdue will: (1) use computer simulations to investigate [***], (2) propose and investigate [***], (3) explore a [***] process for [***] and
[***], and (4) act as liaison with the Purdue/Auburn/Vanderbilt program investigating [***] related to [***]. 
  
 Task 3.3. [***] 
  
 Cree will fabricate a total of [***]. These [***] will utilize the [***] grown to reduce [***]. The [***] will be sized to carry [***] so that the [***]
can be established [***]. The [***] will be packaged in a package which is suitable for [***] and will be [***]. 
  
 Table 1 Goals for SOW 
  

	 Task/Goal

	 	 
	1.1	 	 [***]

	1.2	 	 [***]

	2.2	 	 [***]

	3.2	 	 [***]

	3.3	 	 [***]


  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission. 
  


 2 








 3.A. STATEMENT OF WORK Optional [***] 
  
 “The optional tasks stated below represent a continuation of the base program required to meet the overall goals of the Phase I DARPA
Thust lI WBG program. As such, the task descriptions are, broadly stated, similar to the base program. The overall goals of the option are more strigent then those for the base effort and focus on across the board improvements in: [***].”

  
 Task Area 1. [***] 
  
 Cree will develop [***] to meet the high demands of [***]. The primary goal
is to reduce [***] in [***]. 
  
 TASK 1.1: Ultra High Quality [***]

  
 Cree will develop [***] material with [***] material.

  
 Subtask 1.1.1 We will improve the [***] to allow [***]. In addition, in
this sub-task Cree will also [***]. 
  
 Subtask 1.1.2 Methods of [***] will
be optimized. 
  
 Task 1.2. [***]. 
  
 Cree will generate [***]. [***] orders of [***] lower than our present [***]
material will be demonstrated. 
  
 Subtask 1.2.1 We will develop [***] in a
system that will enable [***]. 
  
 Subtask 1.2.2 Cree will optimize [***]
for [***] that will permit [***] and [***]. 
  
 Task Area 2.
[***] 
  
 Cree will develop [***] to [***] or [***] suitable
for [***] production. This will be accomplished via the following tasks. 
  
 TASK 2.1: [***] 
  
 We will increase [***] and
[***] while maintaining/improving the [***]. 
  
 Subtask 2.1.1. We will
design and commission [***] to minimize [***] and permit [***] rates [***] goal for both [***] and [***] variation. 
  
 Subtask 2.1.2. The [***] process will be [***] and [***] processes will also be evaluated to accelerate the [***] and improve [***]. 
  
 TASK 2.2: [***] 
  
 We will improve the [***] of the [***]. We will also investigate methods to minimize the [***] during operation. 

 

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission. 
  


 3 








 Subtask 2.2.1. [***] will be evaluated for [***] and [***]. 
  
 Subtask 2.2.2. We will [***]. [***] on [***] will be evaluated for [***] including
[***]and [***]. 
  
 Task Area 3. [***] 
  
 Cree will develop [***] and fabricate [***] structures 
  
 Task 3.1 [***] Development 
  
 We will carry out [***] and [***] studies on both the [***] and the [***]
with an objective of improving the [***] in an [***] in order to obtain an [***] in the range [***]. 
  
 Task 3.2 [***] 
  
 Cree
will develop [***] with a [***]. The size of these devices will be [***] with a [***]. 
  
 Subtask 3.2.1[***]: Purdue will: (1) use computer simulations to investigate [***], (2) propose and investigate [***], (3) explore [***] process for [***] and [***], and (4) act as liaison with the Purdue/Auburn/Vanderbilt program
investigating [***] related to [***]. 
  
 Task 3.3. [***] 
  
 Cree will fabricate a total of [***]. These [***] utilize the [***] grown to
reduce [***]. The [***] will be sized to carry a [***] so that the [***] can be established [***]. The [***] will be packaged in a package which is suitable for [***] and will be [***]. 
  
 Table 1A. Task Goals for SOW 
  

	 Task/Goal

	 	 
	1.1	 	 [***]

	1.2	 	 [***]

	2.2	 	 [***]

	3.2	 	 [***]

	3.3	 	 [***]


  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission. 
  


 4 








 CONTRACT N00014-02-C-0302 
 ATTACHMENT NUMBER 2 
  
 DELIVERABLES 
  

	 	  	 	  	 Quantity

	  	(Base Effort, Q1-6)

	  	(Option Effort, Q7-8)

	  	 
	  	  	  	Q1

	  	Q2

	  	Q3

	  	Q4

	  	Q5

	  	Q6

	  	Q7

	  	Q8

	  	Comment


	 	  	 Deliverable
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 1
	  	 [***]
	  	 	  	X	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	5
	 2
	  	 [***]
	  	5	  	X	  	X	  	X	  	X	  	 	  	 	  	 	  	 	  	1
	 3
	  	 [***]
	  	5	  	 	  	 	  	 	  	 	  	X	  	X	  	X	  	X	  	1
	 4
	  	 [***]
	  	5	  	 	  	X	  	X	  	X	  	X	  	X	  	X	  	X	  	1
	 5
	  	 [***]
	  	5	  	 	  	X	  	X	  	X	  	X	  	X	  	X	  	X	  	Best Effort
	 6
	  	 [***]
	  	1	  	 	  	X	  	X	  	X	  	X	  	X	  	X	  	X	  	Best Effort
	 7
	  	 [***]
	  	5	  	 	  	X	  	X	  	X	  	X	  	X	  	X	  	X	  	 
	 8
	  	 [***]
	  	10	  	 	  	X	  	 	  	 	  	 	  	 	  	 	  	 	  	Best Effort
	 9
	  	 [***]
	  	5	  	 	  	 	  	 	  	X	  	 	  	X	  	 	  	X	  	Best Effort
	 10
	  	 [***]
	  	5	  	 	  	 	  	 	  	X	  	 	  	X	  	 	  	X	  	2
	 11
	  	 [***]
	  	1	  	 	  	X	  	 	  	X	  	 	  	X	  	 	  	X	  	 
	 12
	  	 [***]
	  	1	  	 	  	X	  	 	  	X	  	 	  	X	  	 	  	X	  	 
	 13
	  	 [***]
	  	 	  	X	  	X	  	X	  	X	  	X	  	X	  	X	  	X	  	3
	 14
	  	 [***]
	  	5	  	 	  	X	  	 	  	X	  	 	  	X	  	 	  	X	  	1,4



	1.	 	Deliverables must demonstrate that the goals called out in Table 1, Task Goals for SOW, has been met. 


	2.	 	Deliverables must meet specs called out in SOW of Optional Task document, submitted 6 March 2002 


	3.	 	The contractor shall deliver data summaries for all tests run on the deliverables and/or representative companion [***] and devices that were tested. 


	4.	 	At least one of these [***] is to be a companion [***] to those used for PIN deliverables. 


	5.	 	This design must be submitted no later than one month after the effective date of the contract. 

  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission. Omitted portions have been filed separately with the Commission. 








 CONTRACT NUMBER N00014-02-C-0302 
 ATTACHMENT NUMBER 3- (13 pages) 
  
 CREE, INC. 
  
 MASTER
SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  
 FOR THE DEPARTMENT OF DEFENSE CONTRACTS AND 
 MAJOR SUBCONTRACTS 
  
 Small Business Concerns/Veteran Owned Small
Business Concerns and Service-Disabled Veteran-Owned Small Business/Hubzone Small Business Concerns/Small Business Concerns Owned and Controlled By Socially and Economically Disadvantaged Individuals Small Business Concerns Owned and Controlled by
Women 







 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  

	Contractor:	  	Cree, Inc. (Cree)
		
	Address:	  	4600 Silicon Drive
	 	  	Durham, NC 27703-8475

  
 This is a Master Small Business
Subcontracting Plan. This Plan contains all the required elements of an individual contract plan except individual goals established for each Government contract or major subcontract. In addition, Cree shall submit a contract specific Plan to the
contracting officer/buyer for final negotiation and approval. The contract specific plan will include goals based on the planned subcontracting for that contract. 
  
 STATEMENT OF POLICY: 
  
 It is the policy of Cree that small business concerns, veteran-owned small business concerns and service-disabled veteran-owned small
business concerns, HUBZone small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals, and small business concerns owned and controlled by women shall have the maximum practicable
opportunity to participate in subcontracting at Cree. Cree hereby agrees to carry out this policy in awarding of subcontracts to the fullest extent, consistent with the efficient performance of Government contracts and subcontracts. Cree further
agrees to cooperate in any studies or surveys as may be conducted by the Small Business Administration, or the awarding agency/department of the United States, as may be necessary to determine the extent of compliance with Federal Acquisition
Regulation (FAR) 52.219-8 clause titled, “Utilization of Small Business Concerns (OCT 2000 Oct 1999).” 
  
 1. CONTRACT SPECIFIC GOALS 
  
 Cree shall submit proposed contract specific subcontracting goals for the term of each Government contract or major subcontract. The Contract Specific Plan submittal
shall include goals for small business concerns (SB), veteran-owned small business concerns (VOSB) small business concerns owned and controlled by socially and economically disadvantaged individuals (SDB), HUBZone small business concerns (HUB), and
small business concerns owned and controlled by women (WOSB). Service-disabled veteran-owned small business concerns meet the definition of veteran-owned small business concerns, and they will be included within the subcontracting plan goal for
veteran-owned small business concerns. The negotiated and established goals of the Contract Specific Plan will be incorporated into this Master Plan by this reference, upon signature of the parties, and will not require contract modification.

  
 The proposed goals shall be based upon an established percentage of estimated
commercial purchases, which will be derived from the current fiscal year budget. Goals for the utilization of SB, VOSB, SDB, HUB, and WOSB subcontractors shall be expressed in both dollars and percentages for total planned dollars to be
subcontracted; total dollars planned to be subcontracted to SB; total dollars planned to be subcontracted to VOSB, total dollars planned to be subcontracted to HUB; total dollars to be subcontracted to SDB; and total dollars planned to be
subcontracted to WOSB concerns, unless otherwise required by the Contracting Officer buyer. 
  

 Page 1 of 7 








 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  
 Cree’s subcontracting goals shall be set at a level that the parties reasonably expect
can result from expending good faith efforts to use SB, VOSB, SDB, HUB, and WOSB subcontractors 
  
 2. DESCRIPTION OF SUPPLIERS AND SERVICES 
  
 The principal products and/or services to be subcontracted for the Contract Specific Plan, and the types of businesses supplying them shall be identified in an Attachment A to the Contract Specific Plan. 
  
 3. METHODOLOGY- GOALS 
  

	a)	 	The type of products/services typically needed by Cree is reviewed periodically to establish additional materials and services that are likely to be performed by a concern other
than Cree. 

  

	b)	 	The Scope of Work for each Contract/subcontract is reviewed to establish potential material and services that could likely be performed by a concern other than Cree.


  

	c)	 	From the total estimate of potential subcontracted items, a list of those items that are candidates for small businesses is established. 

  

	d)	 	From the total estimate of potential subcontracted items to small businesses, a list of those items that could be subcontracted to veteran-owned small business concerns is
established 

  

	e)	 	From the total estimate of potential subcontracted items to small businesses, a list of those items that could be subcontracted to small disadvantaged business concerns is
established. 

  

	f)	 	From the total estimate of potential subcontracted items, a list of those items that are candidates for HUSZone small business concerns is established. 

  

	g)	 	From the total estimate of potential subcontracted items to small business, a list of those items that could be subcontracted to women-owned small business concerns is established.


  
 4. METHODOLOGY - POTENTIAL SOURCES 
  
 In the establishment of potential SBVOSB/SDB/HUB/WOSB sources for solicitation purposes, the
following resources are used: 
  

	 	a)	 	Cree Company Approved Supplier List; 

  

 Page 2 of 7 








 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  

	 	b)	 	the Small Business Administration’s (SBA) Pro-Net system, (http://pro-net.sba.gov/); 

  

	 	c)	 	the National Minority Business Council Vendor Information Service, (http://www.nmbc.orq); 

  

	 	d)	 	the Minority Business Development Administration’s Phoenix database, (http://www.mbda.gov/vendors.htrn’); 

  

	 	e)	 	the HUBZone database in the Pro-Net system, http://prp-net.sba.gov/); 

  

	 	f)	 	the 8(a) search database available through Pro-Net (http://pro-net.sba.gov); 

  

	 	g)	 	the Woman-Owned Small business database available through Pro-Net (http://pro-net.sba.gov/); 

  

	 	h)	 	the Information Division of the Minority Business Development Agency in the Department of Commerce; 

  

	 	i)	 	the local Industrial Services Directory; 

  

	 	j)	 	other small and minority business associations; and 

  

	 	k)	 	Networking opportunities with the local Chamber of Commerce. 

  

	 	1)	 	Office of Veterans Business Development (httpa1www.sba.govJVETSI) 

  
 5. INDIRECT COSTS 
  
 In accordance with FAR 52.219-9 (OCT 2000) Cree has decided not to include indirect costs in the goals specified for its individual contracts, however, for reporting purposes on the SF295 we will allocate a portion of
indirect cost in accordance with the portion of DOD sales versus total company sales. 
  
 6. RESPONSIBILITIES FOR IMPLEMENTATION 
  
 This Master
Subcontracting Plan and Contract Specific Plan there under, are to be administered by Cree to assure that the provisions of applicable Law and the plan are implemented and performed. Any change in the name of the administrator will be communicated
without delay to the Contracting Officer/buyer by letter and will not require a contract modification. 
  
 The following individual will administer the subcontracting program: 
  
 Name: Carmen L. Hayes 
  
 Title: Contract
Administrator/Small Business Utilization Specialist 
  
 Address: 4600 Silicon
Drive 
        Durham, NC 27703 
  
 Telephone: (919)-313-5644 
  
 Email: carmen_hayes@cree.com 
  
 This individual’s specific duties as they relate to this Subcontracting Program shall include, but are not limited to: 
  

	 	a)	 	Oversee compliance with the content of this Plan; 

  

 Page 3 of 7 








 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  

	 	b)	 	Ensure that all Government subcontracts placed contain the latest provisions regarding small business and small disadvantaged business subcontracting and that the requirements of
FAR 52.219-9 as implemented by this Plan are being fulfilled by Cree’s large business subcontractors; 

  

	 	c)	 	Assure inclusion of SB, VOSB, SDB, HUB, WOSB concerns in all solicitations for products or services which they are capable of providing; 

  

	 	d)	 	Review solicitations to remove statements, clauses, etc. which may tend to restrict or prohibit SB, VOSB, SDB, HUB, WOSB participants; 

  

	 	e)	 	Participate in Business Opportunity Workshops, Minority Business Enterprise Seminars, Trade Fairs, etc., to assist SB, VOSB, SDB, HUB and WOSB concerns, and to discuss
subcontracting opportunities with them. Plan to attend one DOD southeast council meeting per year; 

  

	 	f)	 	Perform periodic audit of sub-tier subcontracting plans to measure progress of goals and monitor attainment of goals under each Contract Specific Plan; 

  

	 	g)	 	Prepare and submit periodic subcontracting reports including SF 294/295, and cooperate in studies and surveys as required; 

  

	 	h)	 	Assist in developing and maintaining bidders list of SB, VOSB, SDB, HUB and WOSB concerns from all possible sources; 

  

	 	i)	 	Participate in procuring, planning and selection of potential sources to ensure that SB, VOSB, SDB, HUB and WOSB concerns are offered every opportunity to participate to the
program; and, 

  

	 	j)	 	Coordinate and participate with the SBA small business utilization specialist, and other groups to locate capable firms. 

  

	 	k)	 	Facilitate the use of SB/VOSB /SDB/HUB/WOSB by ensuring that adequate time is allowed for preparation of bids and that solicitation quantities, specifications, and delivery
schedules facilitate the participation by such concerns. 

  

	 	1)	 	Counsel and discuss subcontracting opportunities with representatives of SB/VOSB/ SDB/HUB/WOSB firms. 

  

	 	m)	 	Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business size status as SB/VOSB/ SDB/HUB/WOSB for the purpose of obtaining a subcontract
that is to be included as part or all of a goal. 

  

	 	n)	 	Coordinate and participate in annual program review. 

  

	 	o)	 	Maintain vendor certification. 

  

 Page 4 of 7 








 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  
 7. DESCRIPTION OF EFFORTS 
  
 In the establishment of the SB, VOSB, SDB, HUB and WOSB goals, the following resources are
used: the Company Approved Supplier List; the Small Business Administration’s Pro-Net system, (http://pro-net.sba.gov/); the National Minority Purchasing Council Vendor information Service; the Minority Business Development
Administration’s Phoenix database, http://www.mbda.gov/vendors.html); the Research and information Division of the Minority Business Development Agency in the Department of Commerce, and other small and minority business associations.

  
 Outreach efforts include: 
  

	 	a)	 	Assignment by name of specific individuals to carry out the requirements of company polities and procedures; 

  

	 	b)	 	Provision of technical and management assistance to small business, small disadvantaged business concerns and women-owned business concerns to ensure complete understanding of
requirements; 

  

	 	c)	 	Assuring that Cree will consider small business concerns in all “make-or-buy decisions” and maintain records of these processes; 

  

	 	d)	 	Institute a program to recognize purchasing personnel who excel in administering the Cree subcontracting program; 

  

	 	e)	 	Participation in local small Business Opportunity Fairs; 

  

	 	f)	 	Institute a program that recognizes small business participation in the success of performing Government contracts and major subcontracts; and 

  

	 	g)	 	Where additional bidders are required, the following publications will be used to search for capable firms: 

  

	 	a.	 	Minority Business Enterprise, published by the Defense Logistics Agency. 

  

	 	b.	 	University Information Resources, National Business Campaign, 1201 12th Ave. N, Minneapolis, MN 55411 (http://www.tryusdir.com) 

  

	 	c.	 	The Regional Minority Purchasing Council’s listings. 

  

	 	d.	 	The Women-Owned Business directory. 

  

	 	e:	 	National Minority Council mailing list. 

  

	 	f.	 	An outreach effort will be made to solicit the assistance of local, state, and federal officers, trade and manufacturing associations, and labor organizations in identifying
qualified firms. 

  

 Page 5 of 7 








 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  
 8. COMPLIANCE WITH FEDERAL ACQUISITION REGULATIONS (FAR) 
  
 Cree will include the FAR clause 52.219-8, titled “Utilization of Small Business
Concerns, (OCT 2000),” in all subcontracts supporting Government contracts that offer further subcontracting opportunities, except contracts for personal services or subcontracts to be performed outside any territory or possession of the United
States. Cree will :require all subcontractors (except small business concerns) who support Government contracts and who receive subcontracts of $500,000 or in the case of a subcontract for the construction of any public facility, $1,000,000, and
which offer further subcontracting possibilities to adopt and submit a plan similar to the Cree Plan, and one that complies with the requirements of the stated FAR clause. 
  
 9. REPORTING 
  
 Cree gives assurance of: 
  

	 	a)	 	Cooperation in any studies or surveys that may be required by the contracting agency, or the SBA. 

  

	 	b)	 	Submission of periodic reports that show compliance with the subcontracting plan. Cree may utilize the GSA “Formfill” web site http://fillform.gsa.gov/ to complete
and submit required reports. 

  

	 	c)	 	Submission of Standard Form (SF) 294, “Subcontracting Report for Individual Contracts,” and SF-295, “Summary Subcontract Report,” in accordance with the
instructions on the forms. 

  

	 	d)	 	Ensuring that large business subcontractors with subcontracting plans agree to submit Standard Forms 294 and 295. 

  

	 Reporting Period

	  	 Report Due

	  	 Due Date


	Oct 1 - Mar 31	  	SF 294	  	April 30
	Apr 1 - Sep 30	  	SF 294	  	October 30
	Oct 1 - Mar 31	  	SF 295	  	April 30 (DoD only)
	Oct 1 - Sep 30	  	SF 295	  	October 30
	Subcontract Closeout	  	SF 294	  	Subcontract Completion

  
 10. RECORDS 
  
 Cree agrees to maintain at least the following types of records to document compliance with
this Subcontracting Plan: 
  

	 	a)	 	Source lists, guides and other data identifying SB, VOSB, SDB, HUB and WOSB concerns; 

  

	 	b)	 	Organizations contacted in an attempt to locate sources that are SB, VOSB, SDB, HUB and WOSB concerns; 

  

 Page 6 of 7 








 CREE, INC. 
 MASTER SMALL BUSINESS 
 SUBCONTRACTING PLAN 
  

	 	c)	 	On a subcontract-by-subcontract basis, records on all subcontract solicitations over $100,000, indicating on each solicitation whether any SB, VOSB, SDB, HUB and WOSB concerns were
solicited, and if not, why not, 

  

	 	d)	 	On a subcontract-by-subcontract basis, records indicating the reason an award was not made to a SB, VOSB, SDB, HUB and WOSB concern; 

  

	 	e)	 	Records to support other outreach efforts: contacts with minority and small business trade associations, contacts with business development organizations, attendance at small and
minority business: procurement conferences and trade fairs to locate SB, VOSB, SDB, HUB and WOSB concerns; 

  

	 	f)	 	Records to support internal activities to guide and encourage buyers through workshops, seminars, training programs and monitoring performance activities to evaluate compliance; and


  

	 	g)	 	Records to support award data, including the name, address, and business size of each subcontractor. 

  
 Cree hereby submits a request for approval of this Master Subcontracting Plan. This Plan shall be effective for three years after approval,
or for the life of any contract/major subcontract that incorporates this Master Subcontracting Plan. 
  

	 PLAN SUBMITTED BY:
	 	 	  	 	 	 
				
	 /s/ Cynthia Merrell

	 	 Date    12/8/00
	  	 	 	 
	 NAME:        Cynthia Merrell
	 	 	  	 	 	 
	        Chief Financial Officer	 	 	  	 	 	 
				
	 PLAN CONCURRED BY:
	 	 	  	 	 	 
				
	 /s/ Carmen Hayes

	 	 Date    11/21/00
	  	 	 	 
	 Small Business Utilization Specialist
	 	 	  	 	 	 
				
	 PLAN ACCEPTED BY:
	 	 	  	 	 	 
				
	 /s/ Marjorie Hockstetler

	 	Date    1/8/01	  	 	 	 
	 Contracting Officer
	 	 	  	 	 	 

  

 Page 7 of 7 








 CREE, INC. 
  

CONTRACT/MAJOR SUBCONTRACT 
 SPECIFIC 
  
 SB/HUB/SDB/WOB/VOSB 

SUBCONTRACTING PLAN 







 CREE, INC. 
 SB/HUB/SDB/WOB 
 SUBCONTRACTING PLAN 
 FOR 
  

	CONTRACT/SUBCONTRACT NO.: BAA 01-35, Entitled: Development of [***]	 	

  

	Contractor:	  	Cree, Inc. (Cree)
		
	Address:	  	4600 Silicon Drive
	 	  	Durham, NC 27703

  
 Product: 
  
 Contract Estimated Value: [***] 
  
 1. GOALS-PERCENTAGE 
  
 This Contract Specific Plan relates specifically to the scope of work to be performed under this contract/major subcontract, including
support services. Subcontracting opportunities have been found to exist in the scope of work as noted below. Further, Cree will continue to expand subcontracting opportunities for small business concerns, HUBZone small business concerns, small
business concerns owned and controlled by socially and economically disadvantaged individuals, and small business concerns owned and controlled by women, as they become known to Cree. 
  
 This Contract Specific Plan, hereby incorporated into the Cree Master Subcontracting Plan are the following goals: 
  

	 	  	Base

	 	 Option

	  	 
	 Small Business (SB)
	  	[***]%	 	[***]% [***]	  	 
				
	 HUBZone Business
	  	[***]%	 	 	  	 
				
	 Small Disadvantaged Business (SDB)
	  	[***]%	 	 	  	 
				
	 Woman-Owned Small Business (WOSB)
	  	[***]%	 	[***]% [***]	  	 
				
	 Veteran-Owned Small Businss(VOSB)
	  	[***]%	 	 	  	 

  
 2. GOALS-DOLLAR 
  
 Total dollars planned to be subcontracted is [***]. Total dollars planned to be
subcontracted to small business concerns is [***]. Total dollars planned to be subcontracted to HUBZone’s is [***]. Total dollars planned to be subcontracted to small disadvantaged business concerns is [***]. Total dollars planned to be
subcontracted to woman-owned small business is [***]. Total dollars planned to be subcontracted to veteran-owned small business is [***]. 
  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission. 
  


 Page 2 of 4 








 CREE, INC. 
 SB/VOSB/ SDB/HUB/WOSB 
 SUBCONTRACTING PLAN 
  
 3. DESCRIPTION OF SUBCONTRACTING OPPORTUNITIES 
  
 The principal products and/or services to be subcontracted and the types of businesses to be
utilized are included in Attachment 1: 
  
 Due to the specialized types of
materials and supplies Cree purchases, we have been unable to locate vendors with the SDB status to meet our needs. We have sent a needs assessment to the Small Business & Technology Development Center in Raleigh as well as other agencies to
aide us in locating these types of business as well as others. Additionally, on the internal front, our Small Business Liaison Officer and Purchasing department continue to review our needs and search for SDBs as well as other networking
opportunities that might help us locate SDBs. 
  

 Page 3 of 4 








 CREE, INC. 
 SB/HUB/SDB/WOB 
 SUBCONTRACTING PLAN 
  
 For 
  
 CONTRACT/SUBCONTRACT NO: BAA 01-35, Entitled [***] 
  

	 Approved:
	 	 	 	 	 	 
				
	 /s/ Carmen Hayes

	 	 	 	 6/25/02

	 	 
	 Small Business Utilization
 Specialist, Cree, Inc
	 	 	 	 Date
	 	 
				
	
	 	 	 	
	 	 
	 Contracting Officer/Buyer
	 	 	 	 Date
	 	 

  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities
and Exchange Commission. Omitted portions have been filed separately with the Commission. 
  


 Page 4 of 4 









	 Item No.

	 	 Product

	    	 Quantity
 Total

	    	 Price
 $ Amount

	 	  	 Total

	 	 Attachment 1

	 	 Business
 Type


	 	    	    	  	 	 Vendor

	 
	 1a
	 	[***]	    	78.00	    	1,673.00	 	  	130,494.00	 	[***]	 	Large	 	 
	 1
	 	[***]	    	220.00	    	1,870.00	 	  	411,400.00	 	[***]	 	Large	 	 
	 2
	 	[***]	    	22.00	    	1,200.00	 	  	26,400.00	 	[***]	 	Large	 	 
	 3
	 	[***]	    	16.00	    	17.90	 	  	286.40	 	[***]	 	Large	 	 
	 4
	 	[***]	    	13.00	    	75.00	 	  	975.00	 	[***]	 	Large	 	 
	 8
	 	[***]	    	25,078.00	    	0.25	 	  	6,269.50	 	[***]	 	Large	 	 
	 9
	 	[***]	    	2.00	    	28,300.00	 	  	56,600.00	 	[***]	 	large	 	 
	 12
	 	[***]	    	8.00	    	7,400.00	 	  	59,200.00	 	[***]	 	Large	 	 
	 13
	 	[***]	    	693.00	    	1.17	 	  	810.81	 	[***]	 	Large	 	 
	 15
	 	[***]	    	39.00	    	426.85	 	  	16,647.15	 	[***]	 	Large	 	 
	 16
	 	[***]	    	670.00	    	1.94	 	  	1,299.80	 	[***]	 	Large	 	 
	 19
	 	[***]	    	10.00	    	655.00	 	  	6,550.00	 	[***]	 	Large	 	 
	 11
	 	[***]	    	1,580.00	    	71.41	 	  	112,827.80	 	[***]	 	Non Profit	 	 
	 5
	 	[***]	    	21.00	    	66.00	 	  	1,386.00	 	[***]	 	small	 	 
	 6
	 	[***]	    	18.00	    	47.00	 	  	846.00	 	[***]	 	small	 	 
	 7
	 	[***]	    	27,268.00	    	0.19	 	  	5,180.92	 	[***]	 	small	 	 
	 10
	 	[***]	    	62.00	    	375.00	 	  	23,250.00	 	[***]	 	small	 	 
	 14
	 	[***]	    	11.00	    	211.50	 	  	2,326.50	 	[***]	 	Small	 	 
	 17
	 	[***]	    	652.00	    	38.56	 	  	25,141.12	 	[***]	 	Small	 	 
	 18
	 	[***]	    	3.00	    	4,250.00	 	  	12,750.00	 	[***]	 	Small	 	 
	 	 	Travel	    	 	    	 	 	  	108,490.00	 	 	 	WOSB	 	 
	 	 	 	    	 	    	 	 	  	1,009,131.00	 	[***]	 	 	 	[***]    [***]
	 	 	Travel	    	 	    	 	 	  	(108,490.00)	 	[***]	 	 	 	[***]    [***]
	 	 	[***] Cost- Deduct	    	 	    	 	 	  	(541,894.00)	 	[***]	 	 	 	[***]    [***]
	 	 	Non Profit-NCSU	    	 	    	(112,827.80	)	  	 	 	[***]	 	 	 	[***]    [***]
	 	 	Total-Subcontracted	    	 	    	 	 	  	[***]	 	[***]	 	 	 	[***]    [***]

  

 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission. Omitted portions have been filed separately with the Commission. 








 FINANCIAL ACCOUNTING DATA SHEET - NAVY 
  

	

	 1. CONTRACT NUMBER (CRITICAL)
 N0001402C0302
	 	2. SPIN (CRITICAL)	 	3. MOD (CRITICAL)	 	 4. PR NUMBER
 02PR10530-00
	 	 	 	Page 1 OF 1
	

				
	 CLIN/
 SLIN
	 	6. LINE OF ACCOUNTING	 	 7.
  
	 	 
	 	 	 A.
 ACRN
 (CRITICAL)
	 	 B.
 APPROPRIATION
 (CRITICAL)
	 	 C.
 SUBHEAD
 (CRITICAL)
	 	 D.
 OBJ
 CLA
	 	 E.
 PARM
	 	 F.
 RFM
	 	 G.
 SA
	 	 H.
 AAA
 (CRITICAL)
	 	 I.
 IT
	 	 J.
 PAA
	 	 K.
 COST
CODE
	 	 AMOUNT
 (CRITICAL)
	 	 NAVY INTERNAL USE
ONLY
 REF DOC/ACRN
    

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 PROJ
 UNIT
	 	MCC	 	 PDLI
 & SUF
	 	 	 	 
	

	 	 	 AA
	 	 9720400
	 	 1304
	 	 255
	 	 RA
	 	 313
	 	 0
	 	 068342
	 	 2D
	 	 000000
	 	 R2Y10
	 	 000
	 	 N132
	 	 [***]
	 	 PR#02PR10530-00 FRC:A124

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

															
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PAGE TOTAL	 	 [***]
	 	 
															
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GRAND TOTAL	 	 [***]
	 	 
	

		
	 PREPARED/AUTHORIZED BY:
  
 DATE:
	 	 COMPTROLLER APPROVAL:
 FOR FISCAL DATA AND SIGNATURE
 BY
                                        
     for COMPTROLLER, ONR CONTRACT REVIEWED
 DATE:

	


  
 [***] Confidential treatment requested
pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 
 ONR AWARD FORM (2/00) – version 1.1 








	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	  	 1.  CONTRACT ID CODE
  
 D0-C9(T)
	 	 PAGE OF PAGES
  
     1                    1

	



					
	 2.  AMENDMENT/MODIFICATION NO.
 P00001
	  	 	  	 3.  EFFECTIVE DATE
 SEE BLK 16C
	  	 4.  REQUISITION/PURCHASE REQ. NO.
 02PR10530-01/20 SEP 2002
	  	 5.  PROJECT NO. (if applicable)  
 N.A.

	

					
	 6.  ISSUED BY
	  	CODE	  	N00014	  	 7.  ADMINISTERED BY (if other than Item 6)
	  	 CODE                S1103A            

			
	 OFFICE OF NAVAL RESEARCH, ONR 251, EVELYON
 FIELDS (703) 696-4515, E-MAIL: FIELDSE@ONR.NAVY.MIL
 BALLSTON TOWER ONE, 800 NORTH QUINCY STREET
 ARLINGTON, VA 22217-5660
	  	 DCM ATLANTA
 805 WALKER STREET, SUITE 1
 MARIETTA, GA 30060-2789
	  	 
	



			
	8.  NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and Zip Code)	  	 (Ö)    
	  	 9A.  AMENDMENT OF SOLICITATION NO:
  
 N.A.

	 	 	 	

	 CREE INC.
 4600 SILICON DRIVE
 DURHAM, NC 27703
	  	 	  	 9B.  DATED (SEE ITEM 11)
  

	 	 	 	

	 	  	 	  	 X    
	  	 10A.  MODIFICATION OF CONTRACT/ORDER NO.      
  
 N00014-02-C-0302

	 	 	 	 	 	

	 CODE         0C9J8
	  	 FACILITY CODE
	  	 	  	 10B.  DATED (SEE ITEM 11)
  
 28 JUN 2002

	

	
	11.  THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
	

	  ̈     The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers      ̈  is extended,      ̈  is not extended.

	
	 Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by
one of the following methods:
  
 (a) By completing items 8 and 15, and returning
             copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or
 (c) By separate letter or telegram which included a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED
 AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
 by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes
reference to
 the solicitation and this amendment, and is received prior to the opening hour and date specified.

	

	 12.  ACCOUNTING AND APPROPRIATION DATA (if required)
 N.A.
	  	 	  	 
	

	 13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS
OF CONTRACTS/ORDERS,
 IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM
14.

	



	(Ö)	  	 A.
	  	THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify Authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
	

	 	  	B.	  	THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
TO THE AUTHORITY OF FAR 43.103(b).
	

	 	  	C.	  	 THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
 AUTHORITY FOR OTHER THAN FULL AND OPEN COMPETITION

	

	X	  	D.	  	 OTHER (Specify type of modification and authority)
 FAR 43.103(B), MUTUAL AGREEMENT OF PARTIES, AND CONTRACTORS E-MAIL DATED 20 SEP 2002

	

	 	  	E.	  	 IMPORTANT: Contractor  ̈
is not, x is required to sign this document and return     2     copies to the issuing office.

	

	 14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including
solicitation/contract subject matter where feasible.)

	
	 The purpose of this modification is to delete the mandatory flow down of DFARs clause 252.204-7000 to any subaward to
Carnegie Mellon University, Purdue University, and Case Western University under N00014-02-C-0302. Under any subaward, Carnegie Mellon University, Purdue University, and Case Western University would still be required to submit their papers and
other public releases to the government for review prior to release.
  
 This
modification makes no change to the total estimated costs of this contract. All other terms and conditions of this contract remain unchanged.

	
	Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and
effect.
	



	 15A.  NAME AND TITLE OF SIGNER (Type or print)
  
 John W. Palmour
 Director of Advanced Devices
	  	 16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
  
 Evelyon T. Fields
 Contracting Officer

	

				
	 15B.  CONTRACTOR/OFFEROR
	  	 15C.  DATE SIGNED
 9/20/02
	  	 16B.  UNITED STATES OF AMERICA
	  	 16C.  DATE SIGNED
 9/20/02

						
	 /s/ John W. Palmour

	  	 	  	 	  	 BY
	  	     /s/ Evelyon T. Fields      

	  	 
	(Signature of person authorized to sign)	  	 	  	 	  	 	  	(Signature of Contracting Officer)	  	 
	



	 NSN 7540-01-152-8070
 PREVIOUS EDITION UNUSABLE
	 	 30-105
	 	 STANDARD FORM 30 (REV. 10-83)
 Prescribed by GSA
 FAR (48 CFR 53.243)










	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	  	 1.  CONTRACT ID CODE
  
 D0-C9(T)
	 	 PAGE OF PAGES
  
     1                    3

	



					
	 2.  AMENDMENT/MODIFICATION NO.
 P00002
	  	 	  	 3.  EFFECTIVE DATE
 SEE BLK 16C
	  	 4.  REQUISITION/PURCHASE REQ. NO.
 03PR06340-00/30 DEC 2002
	  	 5.  PROJECT NO. (if applicable)  
 N.A.

	

					
	 6.  ISSUED BY
	  	CODE	  	N00014	  	 7.  ADMINISTERED BY (if other than Item 6)
	  	 CODE                S1103A            

			
	 OFFICE OF NAVAL RESEARCH, ONR 251, EVELYON
 FIELDS (703) 696-4515, E-MAIL: FIELDSE@ONR.NAVY.MIL
 BALLSTON TOWER ONE, 800 NORTH QUINCY STREET
 ARLINGTON, VA 22217-5660
	  	 DCM ATLANTA
 805 WALKER STREET, SUITE 1
 MARIETTA, GA 30060-2789
	  	 
	



			
	8.  NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and Zip Code)	  	 (Ö)    
	  	 9A.  AMENDMENT OF SOLICITATION NO:
  
 N.A.

	 	 	 	

	 CREE INC.
 4600 SILICON DRIVE
 DURHAM, NC 27703
	  	 	  	 9B.  DATED (SEE ITEM 11)
  

	 	 	 	

	 	  	 	  	 X    
	  	 10A.  MODIFICATION OF CONTRACT/ORDER NO.      
  
 N00014-02-C-0302

	 	 	 	 	 	

	 CODE         0C9J8
	  	 FACILITY CODE
	  	 	  	 10B.  DATED (SEE ITEM 13)
  
 28 JUN 2002

	

	
	11.  THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
	

	  ̈     The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers      ̈  is extended,      ̈  is not extended.

	
	 Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by
one of the following methods:
  
 (a) By completing items 8 and 15, and returning
             copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or
 (c) By separate letter or telegram which included a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED
 AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If
 by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes
reference to
 the solicitation and this amendment, and is received prior to the opening hour and date specified.

	

	 12.  ACCOUNTING AND APPROPRIATION DATA (if required)
 N.A.
	  	 	  	 
	

	 13.  THIS ITEM APPLIES ONLY TO MODIFICATION
OF CONTRACTS/ORDERS,
   IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM
14.

	



	(Ö)	  	 A.
	  	THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify Authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
	

	 	  	B.	  	THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
TO THE AUTHORITY OF FAR 43.103(b).
	

	 	  	C.	  	 THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
 AUTHORITY FOR OTHER THAN FULL AND OPEN COMPETITION

	

	X	  	D.	  	 OTHER (Specify type of modification and authority)
 LIMITATION OF FUNDS CLAUSE

	

	E.	  	 IMPORTANT: Contractor x is not,  ̈ is required to sign this document and return              copies to the issuing office.

	

	 14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including
solicitation/contract subject matter where feasible.)

	
	 SEE PAGE 2

	
	 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.

	



	 15A.  NAME AND TITLE OF SIGNER (Type or print)
	  	 16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
  
 Susan M. Sutherland, Contracting
Officer

	

				
	 15B.  CONTRACTOR/OFFEROR
	  	15C.  DATE SIGNED	  	 16B.  UNITED STATES OF AMERICA
	  	 16C.  DATE SIGNED
 1/2/03

						
	
	  	 	  	 	  	 BY
	  	     /s/    Susan M.
Sutherland      

	  	 
	(Signature of person authorized to sign)	  	 	  	 	  	 	  	(Signature of Contracting Officer)	  	 
	



	 NSN 7540-01-152-8070
 PREVIOUS EDITION UNUSABLE
	 	 30-105
	 	 STANDARD FORM 30 (REV. 10-83)
 Prescribed by GSA
 FAR (48 CFR 53.243)









 The purpose of this Modification is to revise Section B and provide the final increment of funding under Contract
N00014-02-C-0302. Effective as of the date of this Modification: 
  
 1. The
funds available for performance of this contract are increased by the amount set forth in the attached Financial Accounting Data Sheet. 
  
 2. Section B entitled “Supplies or Services and Prices/Costs” is revised to read: 
  

	 BASE EFFORT


	 ITEM
 NO.

	  	 SUPPLIES/SERVICES

	  	 ESTIMATED
 GOVERNMENT
 COST SHARE

	  	 ESTIMATED
 CONTRACTOR
 COST SHARE

	  	 TOTAL
 ESTIMATED
 COSTS


	0001	  	The Contractor shall furnish the necessary personnel and facilities to conduct the research effort as described in Section C.1 and C.2.	  	[***]	  	[***]	  	[***]
	 	  	 000101: AA
 [***]
	  	 	  	 	  	 
	 	  	 000102: AB
 [***]
	  	 	  	 	  	 
	0002	  	Deliverables for Quarters 1-6 in accordance with Attachment Number 2	  	 	  	 	  	NSP
	0003	  	Reports and Data in accordance with Exhibit A (DD Form 1423)	  	 	  	 	  	NSP

 * Note: [***] our of the estimated contractor’s cost share amount of [***] represents a [***] discount on the
projected price of the [***]. The [***] shall be used in support of this contract and charged at the current catalog price at the time of consumption less a [***] discount. Therefore, these items are not subject to a DCAA incurred cost audit.

  

	 OPTION EFFORT


	 ITEM
 NO.

	  	 SUPPLIES/SERVICES

	  	 ESTIMATED
 GOVERNMENT
 COST SHARE

	 	 ESTIMATED
 CONTRACTOR
 COST SHARE

	 	 TOTAL
 ESTIMATED
 COSTS


	 0004
	  	The Contractor shall furnish the necessary personnel and facilities to conduct the research effort as described in Section C.1 and C.3.	  	[***]	 	[***]	 	[***]
	 0005
	  	Deliverables for Quarters 7-8 in accordance with Attachment Number 2	  	 	 	 	 	NSP
	 0006
	  	Reports and Data in accordance with Exhibit A (DD Form 1423)	  	 	 	 	 	NSP
				
	TOTAL ESTIMATED CONTRACT CONSIDERATION:	  	[***]	 	[***]	 	[***]

  


	[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.

  



	CONTRACT NUMBER: N00014-02-C-0302/-00002	  	Page 2









 3. In Section G entitled “Contract Administration Data, Paragraph 5 entitled “Allotment of Funds” is
deleted in its entirety. 
  
 This Modification has no effect on the total
estimated cost of the Contract. All other terms and conditions of the Contract remain unchanged. 
  


	CONTRACT NUMBER: N00014-02-C-0302/-00002	  	Page 3









 FINANCIAL ACCOUNTING DATA SHEET - NAVY 

	

						
	 1. CONTRACT NUMBER (CRITICAL)
 N0001402C0302
	 	2. SPIN (CRITICAL)	 	 3. MOD (CRITICAL)
 P00002
	 	 4. PR NUMBER
 03PR06340-00
	 	 	 	Page 1 OF 1
	

				
	CLIN/SLIN	 	6. LINE OF ACCOUNTING	 	 7.
  
 AMOUNT
 (CRITICAL)
	 	NAVY INTERNAL USE ONLY REF DOC/ACRN
	 	
	 	 
	 	 	 A.
 ACRN
 (CRITICAL)
	 	 B.
 APPROPRIATION
 (CRITICAL)
	 	 C.
 SUBHEAD
 (CRITICAL)
	  	 D.
 OBJ
 CLA
	 	 E.
 PARM
	 	 F.
   RFM
	 	 G.
   SA
	 	 H.
 AAA

(CRITICAL)
	 	 I.
   IT
	 	 J.
 PAA
	 	 K.
 COST
CODE
	 	 
	 	 	 	 	 	 	 	 	 	 	
	 	 	 
	 	 	 	  	 	 	 	 	 	 	 	 PROJ
 UNIT
	 	MCC	 	 PDLI
 & SUF
	 	 
	

																	
	 	 	 AB
	 	 9730400
	 	 1304
	  	 255
	 	 RA
	 	 313
	 	 0
	 	 068342
	 	 2D
	 	 000000
	 	 R3Y10
	 	 000
	 	 N132
	 	 [***]
	 	 	 	 PR#03PR06340-00
 FRC:A105

																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
																	
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

																
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PAGE
TOTAL	 	 [***]
	 	 	 	 
																
	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GRAND
TOTAL	 	 [***]
	 	 	 	 
	

		
	 PREPARED/AUTHORIZED BY:
  
 DATE:
	 	 COMPTROLLER APPROVAL:
 FOR FISCAL DATA AND SIGNATURE
 BY
                                        
for COMPTROLLER, ONR CONTRACT REVIEWED
 DATE:

	


  
 [***] Confidential
treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 
 ONR AWARD FORM (2/00) - version 1.1