Exhibit
10.47


 


DATED
02 June 2021 


 


 (1)       OXFORD UNIVERSITY INNOVATION LIMITED




 


and


 


 (2)         COROWARE INC




 


 


LICENCE
OF TECHNOLOGY 


(OUI
PROJECT No. 15565)


 




    	 



     


    

 


THIS
AGREEMENT is made on


 


BETWEEN:


 


	(1)	OXFORD
    UNIVERSITY INNOVATION LIMITED (Company No. 2199542) whose registered office is at University Offices, Wellington Square, Oxford
    OX1 2JD, England (“OUI”); and
	 	 
	(2)	COROWARE
    INC, a registered Delaware Corporation whose office is 13110 NE 177th Place, 293, Woodinville, WA 98072, USA (“the Licensee”).


 


BACKGROUND:


 


The
Licensed Technology is connected with OUI Project 15565 - Hydrogen from plastics via microwave-initiated catalytic dehydrogenation. The
Licensee wishes to acquire a licence to the Licensed Technology and OUI is willing to license the Licensed Technology to the Licensee,
on the terms of this agreement.


 


AGREEMENT:


 


	1.	Interpretation
	 	 
	 	In this agreement (including its Schedules), any reference to a “clause” or “Schedule” is a reference to a clause of this agreement or a schedule to this agreement, as the case may be. Words and expressions used in this agreement have the meaning set out in Schedule 1.
	 	 
	2.	Grant of Licence
	 	 
	2.1	In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used, import, export and Market the Licensed Product in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field in respect of Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How, and to use and license the Licensed Technology outside the Field and the Territory.
	 	 
	2.2	As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know-How generated during that period.
	 	 
	2.3	The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
	 	 
		2.3.1	the
    sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI under this agreement, except the
    financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;


 




    	 



     


    

 


	 	2.3.2	the
    nature of the proposed sub-licensee is not likely in OUI’s reasonable opinion to have any detrimental impact on the reputation
    of either OUI or of the University;
	 	 	 
	 	2.3.3	as
    soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence
    to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence
    does not relate to the Licensed Technology, OUI and/or this agreement;
	 	2.3.4	the
    sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
	 	2.3.5	no
    sub-licence will carry any right to sub-sub-license.
	 	 	 
	2.4	OUI
    will be deemed to have consented to a sub-licence within thirty (30) Business Days of receipt of such written request by the Licensee
    to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request
    within such thirty (30) Business Days period.
	 	 
	2.5	Notwithstanding
    clause 2.3, no prior written consent from OUI will be required for sub- licences if:
	 	 
	 	2.5.1	the
    sub-licensee or an Affiliate of the sub-licensee, at the time of entering into a new sub-licence, is already a licensee or a sub-licensee
    of the Licensee in respect of all or part of the Licensed Technology; or
	 	2.5.2	the
    sub-licensee is an Affiliate of the Licensee;
	 	 	 
	 	provided
    always that the sub-licence complies with provisions 2.3.1 and 2.3.4 but is not required to comply with the other provisions of that
    clause.
	 	 	 
	2.6	The
    Licensee will:
	 	 	 
	 	2.6.1	where
    the Licensed Product is of a description covered by the Medicines Access Policy, adhere to the requirements of the Medicines Access
    Policy;
	 	 	 
	 	2.6.2	ensure
    that the Licensed Technology will be developed and Marketed in association with the Licensed Products fully in compliance with all
    applicable laws and regulations, including applicable CE marking regulations and any other regulations governing the certification
    of products to indicate conformity with health, safety, and environmental protection standards that are applicable in the United
    Kingdom;
	 	 	 
	 	2.6.3	comply
    with any United Nations trade sanctions or EU or UK legislation or regulation, from time to time in force, which impose arms embargoes
    or control the export from the United Kingdom of goods, technology or software, including weapons of mass destruction and arms, military,
    paramilitary and security equipment and dual-use items (items designed for civil use, but which can be used for military purposes)
    and certain drugs and chemicals; and


 




    	 



     


    

 


	 	2.6.4	not
    export, directly or indirectly, the Licensed Technology, Licensed Products or any technical data associated with the Licensed Technology
    to any country for which at the time of export an export licence or other governmental approval is required without first obtaining
    such licence or approval.


 


	3.	Improvements
	 	 
	3.1	The
    Licensed Technology covered by the Licence in clause 2 includes Inventor Improvements. OUI will communicate in writing to the Licensee
    all Inventor Improvements within a reasonable amount of time after becoming aware of the Inventor Improvement.
	 	 
	3.2	The
    Licensee acknowledges and agrees that all Intellectual Property Rights in Inventor Improvements belong to OUI.
	 	 
	3.3	The
    Licensee will communicate in writing to OUI all Licensee Improvements within a reasonable amount of time after the Licensee becomes
    aware of, or after the completed development of, the Licensee Improvements.
	 	 
	3.4	OUI
    acknowledges and agrees that all Intellectual Property Rights in the Licensee Improvements belong to the Licensee.
	 	 
	4.	Rights
    Regarding Non-Commercial Use
	 	 
	4.1	The
    Licensee grants OUI an irrevocable, perpetual, royalty-free licence to grant the University and those persons who at any time work
    or have worked on the Licensed Technology the licence set out in clause 4.2.
	 	 
	4.2	OUI
    has granted and in respect of Licensee Improvements, will grant, to the University and those persons who at any time work or have
    worked on the Licensed Technology, a non-transferable, irrevocable, perpetual, royalty-free licence to use and to publish the Licensed
    Technology and the Licensee Improvements, in each case for Non-Commercial Use.
	 	 
	4.3	The
    Licence is also subject to an irrevocable, non-transferrable, royalty free right to use the Licensed Technology for Academic and
    Research Purposes, including research projects funded by third parties (provided those third parties gain or claim no rights to the
    Licensed Technology) granted to Herriot-Watt University, Aston University and the University Court of the University of Edinburgh
    under a Collaboration Agreement dated 26 July 2016.
	 	 
	5.	Filing
    and Maintenance
	 	 
	5.1	The
    Licensee will pay OUI, the Past Patent Costs within thirty (60) days of receiving an invoice from OUI.


 




    	 



     


    

 


	5.2	OUI
    will, in consultation with the Licensee and at the Licensee’s cost, prosecute, use all reasonable endeavours to maintain, and
    renew the Applications in the Territory (including any patent applications filed for an Inventor Improvement) throughout the duration
    of this agreement. OUI will give all reasonable consideration to the views of the Licensee and will not unreasonably refuse to prosecute,
    maintain or renew the Applications provided always that the Licensee agrees to bear the costs of such action in accordance with this
    clause 5.2. The Licensee will reimburse OUI for all costs, filing fees, lawyers’ and patent agents’ fees, expenses and
    outgoings of whatever nature incurred by OUI in the prosecution, maintenance and renewal of the Application (including those incurred
    in opposition proceedings before the European Patent Office or in ex parte re-examination or inter partes review proceedings in the
    United States Patent and Trademark Office (“USPTO”) or any similar proceedings before any patent office challenging the
    grant or validity of the Application) within thirty (30) days of receiving an invoice from OUI. OUI shall be entitled to make it
    a condition of any action of OUI under this clause 5.2 that the Licensee provides OUI with sufficient money in advance to cover the
    costs likely to be incurred in the action.
	 	 
	5.3	Where
    any of the Applications is prosecuted in the USPTO and the Licensee is a small business concern as defined under the US Small Business
    Act (15USC632) OUI intends to pay reduced USPTO patent fees under US patent law 35USC 41(h)(1). The Licensee will notify OUI as soon
    as reasonably possible if it or a sub-licensee ceases to be a small business concern as defined under the US Small Business Act (15USC632)
    or becomes aware of any other reason why it would not qualify for reduced USPTO patent fees under US patent law 35USC 41(h)(1).
	 	 
	5.4	The
    Licensee shall inform OUI not less than six (6) months in advance of the National Phase filing deadline (noted in Schedule 2) of
    the territories within the scope of the PCT that it wishes to be covered in the National Phase of the Applications. In the event
    that the Licensee does not give the required minimum of six months advance notice OUI shall then be entitled to proceed with filing
    the Applications at the Licensee’s cost in whichever territories as it may in its sole discretion decide.
	 	 
	5.5	The
    Licensee shall be entitled to remove any one or more of the countries from the Territory at any time by giving not less than six
    months’ notice to OUI. If any of the Applications is proceeding under the PCT then such notice may not be given any earlier
    than the date for commencement of the National Phase filing. For the avoidance of doubt the Licensee shall remain liable for the
    costs mentioned in clause 5.2 that arise or are incurred by OUI during the said notice period in respect of the countries being removed.
	 	 
	5.6	OUI
    and the Licensee will carry out an annual review of the prosecution of the Applications within thirty (30) days of the end of each
    Licence Year and after the end of the second Licence Year. OUI will consider with the Licensee at each annual review whether it is
    appropriate for the Licensee to take over the prosecution and maintenance of the Applications.
	 	 
	5.7	In
    the event that OUI elects to discontinue the prosecution and/or maintenance of any of the Applications, the Licensee shall have the
    right but not the obligation to take over prosecution and maintenance of the Applications OUI has elected to discontinue.
	 	 
	6.	Infringement
	 	 
	6.1	Each
    party will notify the other in writing of any misappropriation or infringement of any rights in the Licensed Technology of which
    the party becomes aware.



 



    	 



     


    

 


	6.2	The
    Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or
    infringement of any rights included in the Licensed Intellectual Property Rights in the Field and in the Territory. The Licensee
    must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the legitimate
    interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in
    the Licensed Technology would otherwise be prejudiced or lost.
	 	 
	6.3	If
    the Licensee takes Legal Action under clause 6.2, the Licensee will:
	 	 	 
	 	6.3.1	indemnify
    and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses),
    claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in
    respect of such costs, claims, demands and liabilities within thirty (30) days of receipt;
	 	 	 
	 	 	 
	 	6.3.2	treat
    any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any
    settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net
    Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any
    legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and
	 	 	 
	 	6.3.3	keep
    OUI regularly informed of the progress of the Legal Action, including, without limitation, any claims affecting the scope of the
    Licensed Technology.
	 	 	 
	6.4	OUI
    may take any Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed
    Intellectual Property Rights where:
	 	 	 
	 	6.4.1	the
    Licensee has notified OUI in writing that it does not intend to take any Legal Action in relation to any misappropriation or infringement
    of any such rights; or
	 	 	 
	 	6.4.2	if
    having received professional advice with regard to any Legal Action within fourteen (14) days of the notification under clause 6.1,
    and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation
    or infringement (which may include, for the avoidance of doubt, seeking a second opinion in respect of such professional advice)
    within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause
    6.1,


 


provided
it shall not settle any action without first consulting with the Licensee and taking account of the reasonable observations and requests
of the Licensee.


 


	6.5	Subject
    to clauses 6.2 and 6.3, if the Licensee takes Legal Action OUI will provide such reasonable assistance as requested by the Licensee
    in relation to such Legal Action at the Licensee’s cost and authorises the Licensee to join OUI as a party in any Legal Action
    where it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, provided that the Licensee indemnifies
    OUI under clause 6.3.1 for the costs of any legal representation in the Legal Action required by OUI.


 




    	 



     


    

 


	7.	Confidentiality
	 	 
	7.1	Subject
    to clauses 7.2, 7.3 and 7.4, each party (being a receiving or disclosing party as the case may be) will keep confidential the Confidential
    Information of the other party and will not disclose or supply the Confidential Information to any third party or use it for any
    purpose, except in accordance with the terms and objectives of this agreement.
	 	 
	7.2	The
    Licensee may disclose to sub-licensees of the Licensed Technology such of the Confidential Information as is necessary for the exercise
    of any rights sub-licensed, provided that the Licensee shall ensure that such sub-licensees accept a continuing obligation of confidentiality
    on substantially the same terms as this clause and giving third party enforcement rights to OUI, before the Licensee makes any disclosure
    of the Confidential Information. The Licensee may also disclose the Licensed Technology to the extent reasonably required in connection
    with the conduct of its business including to potential investors, other business associates and professional advisors provided that
    such persons have agreed in writing to be bound by non-use and non-disclosure obligations that are no less strict than those set
    forth in this agreement or are subject to professional codes of conduct that prevent disclosure of client confidential information
    and the Licensee will take action in respect of any breach of such obligations.
	 	 
	7.3	Confidential
    Information may be exchanged freely between OUI and the University and communications between those two parties shall not be regarded
    as disclosures, dissemination or publication for the purpose of this agreement. OUI may also disclose the terms of this agreement
    and royalty reports and payments made by the Licensee to any third parties that have rights to a revenue share for providing funding
    in the development of the Licensed Technology provided that such persons have agreed in writing to be bound by non-use and non-disclosure
    obligations that prevent disclosure of client confidential information and OUI will take action in respect of any breach of such
    obligations.
	 	 
	7.4	Clause
    7.1 will not apply to any Confidential Information which:
	 	 	 
	 	7.4.1	(save
    in the case of Licensed Technology) is known to the receiving party before disclosure, and not subject to any obligation of confidentiality
    owed to the disclosing party;
	 	 	 
	 	7.4.2	is
    or becomes publicly known without the fault of the receiving party;
	 	7.4.3	is
    obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that it is
    subject to an obligation of confidentiality owed to the disclosing party;
	 	 	 
	 	7.4.4	the
    receiving party can establish by reasonable proof was substantially and independently developed by officers or employees of the receiving
    party who had no knowledge of the disclosing party’s Confidential Information; or
	 	7.4.5	is
    approved for release in writing by an authorised representative of the disclosing party.
	 	 	 
	7.5	 	Nothing
    in this agreement will prevent a party from disclosing Confidential Information where it is required to do so by law or regulation,
    stock exchange rules, or by order of a court or competent authority, provided that, in the case of a disclosure under the Freedom
    of Information Act 2000 (“FOIA”), none of the exemptions in the FOIA applies to the relevant Confidential Information
    and provided always that, to the extent permitted by law or regulation, the receiving party will give such notice as is reasonably
    practicable in the circumstances to the disclosing party about the timing and content of such a disclosure.


 




    	 



     


    

 


 


	7.6	If
    either party to this agreement receives a request under the FOIA to disclose any information that, under this agreement, is the other
    party’s Confidential Information, it will notify and consult with the other party. The other party will respond within five(5)
    days after receiving notice if that notice requests the other party to provide information to assist in determining whether or not
    an exemption under the FOIA applies to the information requested under the FOIA.
	 	 
	8.	Royalties
    and other Payments
	 	 
	8.1	OUI
    will invoice the Licensee for the Signing Fee shortly after signature of this agreement and the Licensee must settle the invoice
    within thirty (60) days of receipt.
	 	 
	8.2	The
    Licensee will pay to OUI a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products.
	 	 
	8.3	In
    the event that the royalties paid to OUI under clause 8.2 do not amount to at least the Minimum Sum, the Licensee must make up the
    difference between the royalties paid under clause 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies.
	 	 
	8.4	The
    Licensee will pay to OUI a royalty equal to the Fee Income Royalty Rate on all up- front, milestone, minimum sum and other one-off
    payments (other than payments received by the Licensee from a third party which, in accordance with the terms under which those payments
    are received, may only be used by the Licensee in relation to research and development of a Licensed Product) received by the Licensee
    under or in connection with all sub-licences and options granted by the Licensee with respect to the Licensed Technology excluding
    royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Product. The Licensee will pay each such royalty
    within thirty (30) days after its receipt of the payment to which the royalty relates.
	 	 
	8.5	The
    Licensee will notify OUI as soon as possible after it or any sub-licensee achieves any Milestone, and pay to OUI the Milestone Fee
    in respect of each Milestone within thirty
	 	(30)
    days of the date on which each Milestone is achieved by the Licensee or a sub- licensee.
	 	 
	8.6	The
    Signing Fee and the Milestone Fee are non-refundable and will not be considered as an advance payment on royalties payable under
    clause 8.2. No part of the Minimum Sum will be refundable or applicable to succeeding Licence Years.
	 	 
	8.7	The
    Minimum Sum and the Milestone Fee will be indexed to the RPI and each Minimum Sum and Milestone will be increased (or decreased,
    if appropriate) by the percentage change in the RPI between the date of this agreement and:
	 	 
	 	8.7.1	in
    the case of any Minimum Sum, the last day of the Licence Year to which it relates; and
	 	 	 
	 	8.7.2	in
    the case of any Milestone Fee, the date on which the Milestone to which it relates is achieved.


 




    	 



     


    

 


	8.8	If
    a Licensed Product Marketed by the Licensee is re-Marketed by an Affiliate, the royalty on each such Licensed Product will be calculated
    on the highest of the prices at which it is Marketed or re-Marketed. The Licensee will pay to OUI a royalty equal to the Fee Income
    Royalty Rate on any sum received by any sub-licensee that is an Affiliate where a royalty equal to the Fee Income Royalty Rate would
    have been due on that sum under clause 8.4 had it been received directly by the Licensee.
	 	 
	8.9	The
    Licensee or any of its sub-licensees may supply a commercially reasonable quantity of Licensed Products for promotional sampling
    provided that the number of Licensed Products supplied for promotional sampling shall not be greater than 5% of the total number
    of units of each Licensed Product sold, leased or licensed by the Licensee in any Quarter. Except as set out in this clause, the
    Licensee must not accept or solicit any non- monetary consideration when Marketing or otherwise transferring Licensed Products or
    when issuing sub-licences of the Licensed Technology without the prior written consent of OUI.
	 	 
	8.10	The
    Licensee will make all payments in pounds sterling or any currency replacing pounds sterling in its entirety unless the parties agree
    otherwise.
	 	 
	8.11	For
    the purposes of calculating any amount payable by the Licensee to OUI in a currency other than pounds sterling (or replacement currency),
    the Licensee shall apply an exchange rate equivalent to the average of the applicable closing mid rates quoted by the Financial Times
    as published in London on:
	 	 
	 	8.11.1	the
    first Business Day of each month during the Quarter just closed; or
	 	 	 
	 	8.11.2	for
    payments under clause 8.4 only, the first Business Day of the month in which the payment was received by the Licensee.
	 	 
	8.12	Where
    the Licensee has to withhold tax by law, the Licensee will deduct the tax, pay it to the relevant taxing authority, and supply OUI
    with a Certificate of Tax Deduction at the time of payment to OUI.
	 	 
	8.13	In
    the event that full payment of any amount due from the Licensee to OUI under this agreement is not made by any of the dates stipulated,
    the Licensee shall be liable to pay interest on the amount unpaid at the rate of five per cent (5%) per annum over the base rate
    for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis from the date when payment was due until the
    date of actual payment of the overdue amount, whether before or after judgment, and shall be compounded quarterly.
	 	 
	9.	Commercially
    Reasonable Endeavours
	 	 
	9.1	The
    Licensee must use Commercially Reasonable Endeavours to develop, exploit and Market the Licensed Technology to maximise the financial
    return for both parties and to demonstrate the University’s positive impact on society from the exploitation of the Licensed
    Technology.
	 	 
	9.2	The
    Licensee must use Commercially Reasonable Endeavours to develop, exploit and Market the Licensed Technology in accordance with the
    Development Plan.


 




    	 



     


    

 


	9.3	The
    Licensee will provide OUI with any revised development plan together with any background supporting information necessary for OUI
    to evaluate the draft plan; such revised development plan to be consistent with an anticipated return to OUI under clause 8. The
    Licensee will consult with OUI over the draft plan and will consider in good faith any comments that OUI may put forward. Following
    approval of the revised development plan by OUI, the revised development plan shall become the Development Plan. Any information
    provided under this clause 9.3 shall be considered Confidential Information of the Licensee.
	 	 
	10.	Reports
    and Audit Rights
	 	 
	10.1	The
    Licensee will provide OUI with a report at least once in every six (6) months detailing the activities and achievements in its development
    of the Licensed Technology in order to facilitate its commercial exploitation, and in the development of potential Licensed Products.
	 	 
	10.2	The
    Licensee will provide OUI with a royalty report within thirty (30) days after the close of each Quarter for each Licensed Product
    Marketed by the Licensee, including a royalty report confirming that no royalties are due for a Quarter. Each Royalty Report will:
	 	 
		10.2.1 	set
    out the Net Sales of each Licensed Product Marketed by the Licensee or any sub-licensee, including the total gross selling price
    of each Licensed Product Marketed by the Licensee and any sub-licensees and the quantity or total number of units of each Licensed
    Product Marketed by the Licensee or any sub-licensee;
	 	 	 
		10.2.2	set
    out details of deductions made in the calculation of Net Sales from the invoiced price of each Licensed Product in the form in which
    it is Marketed by the Licensee;
	 	 	 
		10.2.3 	set
    out details of the quantity of Licensed Products used for promotional sampling by the Licensee;
	 	 	 
		10.2.4 	provide
    a calculation of the royalties due from the Licensee to be paid at the Royalty Rate;
	 	 	 
		10.2.5 	set
    out details of payments received by the Licensee to which the Fee Income Royalty Rate applies and provide a calculation of the royalties
    due from the Licensee to be paid at the Fee Income Royalty Rate;
	 	 	 
		10.2.6 	set
    out details of Milestones achieved by the Licensee or any sub-licensees;
	 	 	 
		10.2.7 	provide
    a statement showing whether or not royalties due exceed the Minimum Sum and, if so, by how much; and
	 	 	 
		10.2.8	set
    out the steps taken during the Licence Year to promote and Market Licensed Products.
	 	 	 
	 	The
    Licensee must pay OUI the royalties due in respect of the Quarter just closed at the same time as the Licensee delivers the Royalty
    Report, provided that, if requested, OUI will issue an invoice for the relevant payment prior to payment.
	 	 
	10.3	In
    the event of a dispute regarding the calculation of Net Sales or other payments, including the Licensee’s interpretation of
    International Financial Reporting Standards, whether following an audit pursuant to clause 10.6 or otherwise, the dispute shall be
    referred to an appropriately qualified independent expert (the “Expert”) jointly appointed by the parties (acting reasonably)
    who shall settle the dispute as follows. The Expert shall ask each party for written submissions within thirty (30) days of its appointment
    and shall be given access to the parties’ records and correspondence applicable to the dispute. The Expert shall have a period
    of sixty (60) days after this time to decide the dispute. The Expert will be appointed as an expert and not as an arbitrator. The
    parties will each have the right to make representations to the Expert. The Expert’s decision shall be binding on the parties
    without right of appeal and the costs of the Expert shall be borne by the non-prevailing party.


 




    	 



     


    

 


	10.4	The
    Licensee will deliver to OUI a periodic report at the close of each Licence Year providing sufficient data (in outline form) to give
    a reasonable indication or estimate of the actual or expected market share of the Licensee and its sub-licensees and will notify
    OUI in the event that its market share does or is expected to breach the limits set out in the 2014 Commission Regulation 316/2014
    Technology Transfer Block Exemption Regulation and Guidelines in Commission Communication 2014/c 89/03 whilst it applies to the UK
    or the limits set out in the Competition Act 1998 as amended, replaced, updated, re-enacted or consolidated from time to time. This
    obligation is not intended to place a significant additional financial burden on the Licensee.
	 	 
	10.5	The
    Licensee will provide data and any other information on the Licensee’s use of the Licensed Technology if asked to do so by
    the University to assist the University in demonstrating the University’s impact on society and to support drafting a Research
    Excellence Framework impact case study for the University to submit to Research England of UK Research and Innovation as required
    under the current or any future (however named) Research Excellence Framework audit process.
	 	 
	10.6	The
    Licensee must keep complete and proper records and accurate accounts of all Licensed Products used and Marketed by the Licensee and
    any sub-licensee in each Licence Year for at least six (6) years. OUI may, through an independent certified accountant appointed
    by OUI (“the Auditor”), audit all such accounts on at least thirty (30) days’ written notice no more than once
    each Licence Year for the purpose of determining the accuracy of the Royalty Reports and payments. The Auditor shall be:
	 	 
	 	10.6.1	permitted
    by the Licensee to enter the Licensee’s principal place of business upon reasonable notice to inspect such records and accounts;
	 	 	 
	 	10.6.2	entitled
    to take copies of or extracts from such records and accounts as are strictly necessary for the Auditor to properly conduct the audit;
	 	 	 
	 	10.6.3	given
    all other information by the Licensee as may be necessary or appropriate to enable the amount of royalties payable to be ascertained
    including the provision of relevant records; and
	 	 	 
	 	10.6.4	shall
    be allowed access to and permitted, to the extent reasonably required, to conduct interviews of any staff of the Licensee in order
    to verify the accuracy of the records and accounts and the accuracy of any statements provided to OUI under clause 10.2.
	 	 	 
	 	If
    on any such audit a shortfall in payments of greater than five per cent (5%) is discovered by the Auditor in respect of the audit
    period, the Licensee shall pay OUI’s audit costs.
	 	 	 
	10.7	The
    auditing rights and obligations on the Licensee set out in clause 10.6 will apply equally to any sub-licensees allowed for in this
    agreement and the Licensee will ensure that the same obligations and access rights allowing OUI auditing rights to the sub- licensee
    are included in each sub-licence agreement.


 




    	 



     


    

 


	11.	Duration
    and Termination
	 	 
	11.1	This
    agreement will take effect on the date of signature. Subject to the possibility of earlier termination under the following provisions
    of this clause 11, and subject to the possibility of an extension to the term by mutual agreement on the same terms (which if requested
    by the Licensee OUI shall agree to), this agreement shall continue in force until the later of:
	 	 
	 	11.1.1	the
    expiry or rejection of all patents and patent applications falling within the definition of the Application; and
	 	11.1.2	twenty
    (20) years from the date of this agreement.
	 	 	 
	11.2	If
    either party commits a material breach of this agreement, and the breach is not remediable or (being remediable) is not remedied
    within the period allowed by notice given by the other party in writing calling on the party in breach to effect such remedy (such
    period being not less than thirty (30) days), the other party may terminate this agreement by written notice having immediate effect.
	 	 
	11.3	The
    Licensee may terminate this agreement for any reason at any time provided it gives OUI six (6) months’ written notice to terminate
    expiring after the third anniversary of this agreement. Any such termination shall not absolve the Licensee of its obligation to
    accrue and pay royalties and other payments under the provisions of clause 8 in respect of the period prior to termination.
	 	 
	11.4	OUI
    may terminate this agreement:
	 	 
	11.4.1	immediately,
    if the Licensee has a petition presented for its winding-up, (but excluding for this purpose any winding up petition presented against
    the Licensee in relation to any debt disputed by the Licensee), or passes a resolution for voluntary winding-up otherwise than for
    the purposes of a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver administrator or administrative
    receiver appointed over all or any part of its assets, or enters into any arrangements with creditors, or takes or suffers any similar
    action in consequence of debts;
	 	 
	11.4.2	on
    thirty (30) days’ written notice if:
	 	 	 
	 	(1)	the
    Licensee opposes or challenges the validity of the Application provided always that nothing in this clause 11.4.2 will prevent the
    Licensee from seeking to determine whether a product of the Licensee is a Licensed Product for the purposes of this agreement and
    the seeking of such determination shall not trigger any termination rights herein; or
	 	 	 
	 	(2)	the
    Licensee is in breach of clause 9 and the Licensee does not take any remedial action reasonably requested by OUI and notified to
    the Licensee by written notice pursuant to clause 11.2 within a reasonable time.
	 	 	 
	11.5	On
    termination or expiration of this agreement, for whatever reason, the Licensee:
	 	 	 
	 	11.5.1	shall
    pay to OUI all outstanding royalties and other sums due under this agreement;
	 	 	 
	 	11.5.2	shall
    provide OUI with details of the stocks of Licensed Products held at the point of termination;


 




    	 



     


    

 


	 	11.5.3	must
    cease to use or exploit the Licensed Technology, provided that this restriction does not apply to Licensed Know-How or Confidential
    Information which has entered the public domain through no fault of the Licensee, and that the Licensee may continue to use the Licensed
    Technology in order to meet any specific existing binding commitments already made by the Licensee at the date of termination and
    requiring delivery of Licensed Products within the next six (6) months;
	 	 	 
	 	11.5.4	subject
    to clause 11.5.3 must at the option of OUI and at the Licensee’s cost, destroy all other Licensed Products or send all other
    Licensed Products to a location nominated by OUI to the Licensee in writing; and
	 	 	 
	 	11.5.5	grants
    OUI an irrevocable, transferable, non-exclusive licence to develop, make, have made, use and Market the Licensee’s Improvements
    and products that incorporate, embody or otherwise exploit the same. OUI shall pay a reasonable royalty for use of this licence unless
    the termination arises under clause 11.4, or is by OUI under clause 11.2, in which case it shall be royalty- free.


 


	11.6	Termination
    of this agreement, whether for breach of this agreement or otherwise, shall not absolve the Licensee of its obligation to accrue
    and pay royalties under the provisions of clause 8 for the duration of any notice period and in respect of any dealings in Licensed
    Products permitted by clause 11.5 or to reimburse OUI for all costs, filing fees, lawyers’ and patent agents’ fees, expenses
    and outgoings of whatever nature incurred by OUI in the prosecution, maintenance and renewal of the Applications for the duration
    of any notice period in accordance with clause 5.2.
	 	 	 
	11.7	Clauses
    1, 4.2, 6.3, 11.5, 11.6, 11.7, 11.8, 12, 13.4 and 13.14 will survive the termination or expiration of this agreement, for whatever
    reason, indefinitely.
	 	 
	11.8	Clauses
    7 and 10.6 will survive the termination or expiration of this agreement, for whatever reason, for a period of six (6) years.
	 	 
	12.	Liability
	 	 
	12.1	To
    the fullest extent permissible by law, OUI does not make any warranties of any kind including, without limitation, warranties with
    respect to:
	 	 	 
	 	12.1.1	the
    quality of the Licensed Technology;
	 	 	 
	 	12.1.2	the
    suitability of the Licensed Technology for any particular use;
	 	 	 
	 	12.1.3	whether
    use of the Licensed Technology will infringe third-party rights; or
	 	 	 
	 	12.1.4	whether
    the Application will be granted or the validity of any patent that issues in response to that Application.
	 	 	 
	12.2	Except
    in relation to any claims, damages and liabilities arising directly from the fraud, recklessness or wilful misconduct of OUI or the
    University, the Licensee agrees to indemnify OUI and the University and hold OUI and the University harmless from and against any
    and all claims, damages and liabilities:
	 	 	 
		12.2.1 	asserted
    by third parties (including claims for negligence) which arise from the use of the Licensed Technology or the Marketing of Licensed
    Products by the Licensee and/or its sub-licensees; and/or


 




    	 



     


    

 


	 	12.2.2	arising
    directly from any breach by the Licensee of this agreement provided however that this indemnity for breach by the Licensee is subject
    to clause 12.5.
	 	 	 
	12.3	OUI
    will use reasonable endeavours to defend any Indemnified Claim and to mitigate its losses, claims, liabilities, costs, charges and
    expenses or (at OUI’s option) allow the Licensee to do so on its behalf (subject to the University retaining the right to be
    kept informed of progress in the action and to have reasonable input into its conduct.) OUI will not (except as required by law)
    make any admission, compromise, settlement or discharge of any Indemnified Claim without the consent of the Licensee (which will
    not be unreasonably withheld or delayed).
	 	 
	12.4	The
    Licensee undertakes to make no claim against any employee, student, agent or appointee of OUI or of the University, being a claim
    which seeks to enforce against any of them any liability whatsoever in connection with this agreement or its subject- matter.
	 	 
	12.5	Subject
    to clause 12.7 and except in relation to the indemnities in clause 6.3 and 12.2, the liability of either party for any breach of
    this agreement, in negligence or or arising in any other way out of the subject-matter of this agreement, will not extend to incidental,
    indirect or consequential damages or to any loss of profits.
	 	 
	12.6	Subject
    to clause 12.7, the total aggregate liability of OUI to the Licensee accruing under or otherwise in connection with this agreement
    or its subject-matter, including without limitation liability for negligence, shall in no event exceed:
	 	 	 
	 	12.6.1	in
    respect of liability accruing in the first Licence Year, the amount of the Signing Fee paid to OUI; and
	 	 	 
	 	12.6.2	in
    respect of liability accruing in any subsequent Licence Year, the Signing Fee paid to OUI and the total royalties paid in the previous
    Licence Year to OUI under clause 8.2, 8.3 and 8.4.
	 	 	 
	12.7	Nothing
    in this agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation or death, or personal injury or
    any other liability which may not, by law, be excluded.
	 	 
	13.	General
	 	 
	13.1	Registration
    – The Licensee must register its interest in the Licensed Technology with any relevant authorities as soon as legally possible.
    The Licensee must not, however, register an entire copy of this agreement in any part of the Territory or disclose its financial
    terms without the prior written consent of OUI, such consent not to be unreasonably withheld or delayed.
	 	 
	13.2	Advertising
    – The Licensee must not use the name of OUI, the University or the Inventor except any Inventor who is, or has been, a
    shareholder of the Licensee, in any advertising, promotional or sales literature, without OUI’s prior written approval save
    that the Licensee shall not have to seek re-approval for inclusion in any advertising, promotional or sales literature (but, for
    the sake of clarity, excluding any investment memoranda or other documentation prepared for the purpose of presentation to potential
    investors), any statement that has previously been approved by OUI or included in any press release approved by OUI.


 




    	 



     


    

 


	13.3	Packaging
    – The Licensee will ensure that the Licensed Products and the packaging associated with them are marked suitably with any
    relevant patent or patent application numbers to satisfy the laws of each of the countries in which the Licensed Products are sold
    or supplied and in which they are covered by the claims of any patent or patent application, to the intent that OUI shall not suffer
    any loss or any loss of damages in an infringement action.
	 	 
	13.4	Thesis
    - This agreement shall not prevent or hinder registered students of the University from submitting for degrees of the University
    theses based on the Licensed Technology; or from following the University’s procedures for examinations and for admission to
    postgraduate degree status.
	 	 
	13.5	Taxes
    - Where the Licensee has to make a payment to OUI under this agreement which attracts value-added, sales, use, excise or other
    similar taxes or duties, the Licensee will be responsible for paying those taxes and duties.
	 	 
	13.6	Notices
    - All notices to be sent to OUI under this agreement must indicate the OUI Project No set out on the agreement front sheet
    and should be sent, by post and email unless agreed otherwise in writing, until further notice to: COO, Oxford University Innovation
    Limited, Buxton Court, 3 West Way, Oxford OX2 0JB, Email: licensing.notices@innovation.ox.ac.uk . All notices to be sent to
    the Licensee under this agreement should be sent, until further notice, to the Licensee’s Contact and Address indicating the
    OUI Project No.
	 	 
	13.7	Force
    Majeure - If performance by either party of any of its obligations under this agreement (not including an obligation to make
    payment) is prevented by circumstances beyond its reasonable control, that party will be excused from performance of that obligation
    for the duration of the relevant event.
	 	 
	13.8	Assignment
    – The Licensee may assign any of its rights or obligations under this agreement in whole or in part, to an Affiliate and
    only for so long as it remains an Affiliate and OUI shall at the request of the Licensee execute a Deed of Novation to bring about
    that assignment. Except as provided in this clause, the Licensee may not assign any of its rights or obligations under this agreement
    without the prior written consent of OUI (such consent not to be withheld or delayed or conditioned except solely on reasonable grounds,
    that primarily relate to avoiding any detrimental reputational impact on the University or the assignee having insufficient funds
    to fulfil the obligations of this agreement, it being acknowledged and agreed that if the assignee is a publicly listed company with
    a market capitalisation equal to or in excess of £100 million it will be considered to have sufficient financial resources).
    If OUI assigns its rights in the Licensed Technology to any person it shall do so expressly subject to the Licensee’s rights
    under this agreement.
	 	 
	13.9	Severability
    - If any of the provisions of this agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability
    of the remaining provisions will not in any way be affected or impaired. The parties will, however, negotiate to agree the terms
    of a mutually satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision
    found to be void or unenforceable.


 




    	 



     


    

 


	13.10	No
    Partnership etc - Nothing in this agreement creates, implies or evidences any partnership or joint venture between OUI and the
    Licensee or the relationship between them of principal and agent.
	 	 
	13.11	Entire
    Agreement - This agreement constitutes the entire agreement between the parties in relation to the Licence to the exclusion of
    all other terms and conditions (including any terms or conditions which the Licensee purports to apply under any purchase order,
    confirmation order, specification or other document). The Licensee has not relied on any other statements or representations in agreeing
    to enter this agreement and waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or
    of any other kind, unless made by OUI fraudulently) in relation to any warranty or representation which is not specifically set out
    in this agreement. Specifically, but without limitation, this agreement does not impose or imply any obligation on OUI or the University
    to conduct development work. Any arrangements for such work must be the subject of a separate agreement between the University and
    the Licensee.
	 	 
	13.12	Variation
    - Any variation of this agreement must be in writing and signed by authorised signatories for both parties. For the avoidance
    of doubt, the parties to this agreement may rescind or vary this agreement without the consent of any party that has the benefit
    of clause 13.14.
	 	 
	13.13	Waiver
    - No failure or delay by either party in enforcing its rights under this agreement, or at law or in equity will prejudice or
    restrict those rights. No waiver of any right will operate as a waiver of any other or later right or breach. Except as stated to
    the contrary in this agreement, no right, power or remedy conferred on, or reserved to, either party is exclusive of any other right,
    power or remedy available to it, and each of those rights, powers, and remedies is cumulative.
	 	 
	13.14	Rights
    Of Third Parties - The parties to this agreement intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 the
    University and the people referred to in clause 12.4 will be able to enforce the terms of this agreement intended by the parties
    to be for their benefit as if the University and the people referred to in clause 12.4 were party to this agreement. Subject to the
    foregoing, this agreement does not give rise to any other rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
    any term of this agreement.
	 	 
	13.15	Governing
    Law - This agreement is governed by English Law, and the parties submit to the exclusive jurisdiction of the English Courts for
    the resolution of any dispute which may arise out of or in connection with this agreement except in relation to any action in relation
    to Intellectual Property Rights or Confidential Information which may be sought in any court of competent jurisdiction.


 




    	 



     


    

 


Schedule
1


 


DEFINITIONS


(Clause
1)


 


Academic
and Research Purposes means research, teaching or other scholarly use which is undertaken for the purposes of education and research.


 


Affiliate
means any company or legal entity in any country Controlling or Controlled by the Licensee.


 


Applications
means:


 


	(a)	the
    patent application or applications set out in Schedule 2;
	(b)	any
    patents granted in response to the applications referred to in (a) above;
	(c)	any
    corresponding foreign patents and applications which may be granted to OUI in the Territory based on and deriving priority from those
    applications; and
	(d)	any
    addition, continuation, continuation-in-part, division, reissue, renewal or extension based on the Applications.


 


Business
Day means a day, other than a Saturday or Sunday, on which clearing banks are permitted to open in London.


 


Clinical
Patient Care means diagnosing, treating and/or managing the health of persons under the care of an individual having the right to
use the Licensed Technology in the event that such Licensed Technology is capable of application in a healthcare setting without further
development.


 


Commercially
Reasonable Endeavours means the effort a prudent and determined company of comparable size and sector to the Licensee would take
to pursue the goal of developing and Marketing Licensed Products to maximize the financial return and the social impact from the exploitation
of the Licensed Technology and fulfil the steps laid out in the Development Plan.


 


Confidential
Information means in relation to each party any materials, trade secrets or other information disclosed by that party to the other.
Without limiting the foregoing the following shall be deemed to be the Confidential Information of both parties:


 


	(a)	the
Licensed Technology, to the extent that it is not disclosed by the Application when published; and
	(b)	this
    agreement.


 


Control
means:


 


	(a)	ownership
    of more than fifty percent (50%) of the voting share capital of the relevant entity; or
	(b)	the
    ability to direct the casting of more than fifty percent (50%) of the votes exercisable at a general meeting of the relevant entity
    on all, or substantially all, matters.


 


Development
Plan means the plan set out in Schedule 3, as revised in accordance with clause 9.3.


 


Documents
means the documents and materials set out in Schedule 2.


 




    	 



     


    

 


Fee
Income Royalty Rate means the royalty rate set out in Schedule 2.


 


Field
means the field set out in Schedule 2.


 


Improvement
means any development of the Licensed Technology which would, if commercially practised, infringe and/or be covered by a claim subsisting
or being prosecuted in the Application.


 


Indemnified
Claim means any claim under which OUI and the University are entitled to be indemnified under clause 12.2.


 


Intellectual
Property Rights means patents, trade marks, copyrights, database rights, rights in designs, and all or any other intellectual or
industrial property rights, whether or not registered or capable of registration.


 


Inventor
means the inventor or inventors named in the Application and identified in Schedule 2.


 


Inventor
Improvements means any Improvements made prior to the second anniversary of the date of this agreement solely by, or solely under
the direct supervision of, an Inventor, and the Intellectual Property Rights pertaining to them, of which OUI has been made aware and
is legally able to license, but shall not include, for the avoidance of doubt, any Improvements and Intellectual Property Rights developed
pursuant to any employment or consultancy agreement with the Licensee.


 


Legal
Action means commencing or defending any proceedings before a court or tribunal in any jurisdiction in relation to any rights included
in the Licensed Intellectual Property including all claims and counterclaims for infringement and for declarations of non-infringement
or invalidity.


 


Licence
means the licence granted by OUI to the Licensee under clause 2.1.


 


Licence
Year means each twelve (12) month period beginning on the date of this agreement and each anniversary of the date of this agreement.


 


Licensed
Intellectual Property Rights means the Applications and (to the extent they constitute Intellectual Property Rights) Inventor Improvements.


 


Licensed
Know-how means all confidential information relating to the Applications or the technology described in the Applications that has
been communicated to the Licensee by OUI in writing before the date of this agreement or is communicated in writing to the Licensee by
OUI under this agreement and within twelve (12) months after the date of this agreement and (to the extent they constitute confidential
information) Inventor Improvements.


 


Licensed
Product means any product, process, service or composition which is entirely or partially produced by means of or with the use of,
or within the scope of, the Licensed Technology.


 


Licensed
Technology means the Licensed Intellectual Property Rights, and the Licensed Know- How, and such (if any) other Intellectual Property
Rights owned by or licensed to OUI as may be specifically identified in Schedule 2 (to the extent, in the case of licensed rights, that
OUI is legally able to grant a sub-licence of the same).


 




    	 



     


    

 


Licensee’s
Contact and Address means the address for the Licensee set out in Schedule 2 of this agreement.


 


Licensee
Improvements means any Improvements made prior to the second anniversary of the date of this agreement by the Licensee, and the Intellectual
Property Rights pertaining to them which shall include, for the avoidance of doubt, any Improvements and Intellectual Property Rights
developed by an Inventor pursuant to any employment or consultancy arrangement with the Licensee.


 


Market
means, in relation to a Licensed Product, offering to sell, lease, licence or otherwise commercially exploit the Licensed Product
or the sale, lease, licence or other commercial exploitation of the Licensed Product.


 


Medicines
Access Policy means the policy of the University to promote access to pharmaceutical and other products and services, the current
version of which is available at https://researchsupport.admin.ox.ac.uk/policy/oxford/medicines .


 


Milestone
and Milestone Fee means the milestones, and the amounts payable on achievement of each of the milestones, set out in Schedule
2.


 


Minimum
Sum means the minimum sum or sums set out in Schedule 2.


 


Net
Sales means the gross selling price of the Licensed Product in the form in which it is Marketed by the Licensee or any sub-licensee,
less:


 


	(a)	trade,
    quantity or cash discounts actually given;
	(b)	outbound
    carriage and packaging expenses actually paid;
	(c)	customs
    duties, sales taxes or other taxes imposed upon and paid with respect to such sales (excluding personal taxes); and
	(d)	amounts
    allowed or credited or retroactive price reductions or rebates actually given/paid.


 


Any
refund of any of the foregoing amounts previously deducted from Net Sales shall be appropriately credited upon receipt.


 


Non-Commercial
Use means Academic and Research Purposes and the purposes of Clinical Patient Care. This includes the right for the University to
license the Licensed Technology to any of its collaborators in connection with and solely for the University’s Academic and Research
Purposes; but it does not include the right to commercially exploit the Licensed Technology or to grant any licence to commercially exploit
the Licensed Technology.


 


Past
Patent Costs means the past patent costs set out in Schedule 2.


 


Quarter
means each period of three calendar months during a Licence Year with the first Quarter commencing on the first day of each Licence
Year.


 


Royalty
Rate means the royalty rate or rates set out in Schedule 2.


 


Royalty
Report means the report to be prepared by the Licensee under clause 10.2.


 


RPI
means the Retail Prices Index for all items which is published in the United Kingdom by the Office for National Statistics, or any
replacement of it.


 


Signing
Fee means the fee set out in Schedule 2.


 


Territory
means the territory or territories set out in Schedule 2, excluding any territory or territories removed through the operation of
clause 5.3.


 


University
means the Chancellor, Masters and Scholars of the University of Oxford whose administrative offices are at the University Offices,
Wellington Square, Oxford OX1 2JD.


 




    	 



     


    

 


	Schedule
  2	
	 	 
	Applications:	International Patent Application No. PCT/GB2019/051541,
which was filed on 04.06.2019 and entitled “Process”.
	 	 
	National Phase filings :	US and EU
	 	 
	Inventors:	Tiancun Xiao, Peter P. Edwards and Xiangyu Jie
	 	 
	Field (clause 2.1):	All
	 	 
	Territory (clause 2.1):	US and EU
	 	 
	Documents (clause 2.2):	The Application
	 	 
	Past Patent Costs (clause 5.1):	£14,807 as of 31st March 2021
	 	 
	Signing Fee (clause 8.1):	£40,000
	 	 
	Royalty Rate (clause 8.2):	5%
	 	 
	Minimum
  Sum (clause 8.3): 	




 


	Licence Year	 	Minimum Sum	 
	Licence Year 1-2	 	 	0	 
	Licence Year 3	 	£	10,000	 
	Licence Year 4 and each 
Licence Year thereafter	 	£	20,000	 



 


Fee
Income Royalty Rate (clause 8.4): 12%


 





Milestone
and Milestone Fee (clause 8.5):


 


	Milestone	 	Milestone Fee	 
	 	 	 	 
	First commercial sale of any Licensed Product	 	£	20,000	 
	Sales over £1millon	 	£	50,000	 
	Grant of USA Patent	 	£	10,000	 
	Grant of EU Patent	 	£	10,000	 



 


RPI
on date of this agreement (clause 8.7): 294.6


 


Licensee’s Contact and Address (clause 13.6):


 


	Contact	Lloyd
    T. Spencer
	 	 
	Address	Coroware
    Inc,

    13110
    NE 177th Place, 293,

    Woodinville,
    WA 98072, USA

	 	 
	Email	lspencer@coroware.com 


 




    	 



     


    

 


Schedule
3


 


DEVELOPMENT PLAN


 


CoroWare,
Inc. plans to work with University of Oxford to develop and deploy a sustainable business that converts plastic waste streams into high
value carbon and hydrogen products. To achieve this objective, CoroWare will:


 


Sign
a definitive agreement with Oxford University Innovation to license the microwave technologies and processes related to the processing
of organic waste into hydrogen and carbon nanotubes


 


Establish
a subsidiary corporation in the United Kingdom that will cooperatively work with University of Oxford researchers and interns to further
develop the technologies and processes to achieve production of marketable carbon nanotubes-


 


	 	●	September
    2021 : establish subsidiary in Oxford, United Kingdom
	 	●	March
    2022 : produce 0.025 kilograms per day of marketable carbon nanotubes
	 	●	September
    2022 : produce 0.5 kilograms per day of marketable carbon nanotubes
	 	●	March
    2023 : 10 kilograms per day of marketable carbon nanotubes


 


Establish
a subsidiary corporation in the Netherlands to support a lead customer that has expressed interest in using innovative technologies to
process plastic waste streams


 


This
subsidiary would customize the processes from the Oxford subsidiary to meet the specific needs of the Netherlands lead customer (e.g.
polyvinyl chloride plastics)-


 


	 	●	October
    2021 : establish subsidiary in Rotterdam, Netherlands
	 	●	June
    2022 : produce 0.01 kilograms per day of marketable carbon nanotubes


 


Throughout
this entire process, CoroWare shall be reaching out to qualified investors worldwide to fund each subsidiary company and key projects
that achieve the objective of converting plastic waste streams into high value carbon and hydrogen products.


 




    	 



     


    

 


Schedule
4


 


Deed
of Covenant


 


Oxford
University Innovation Limited


University Offices,


Wellington
Square,


Oxford OX1 2JD, England


Date:
[insert date]


 


Dear
Sirs,


 


Sub-Licence
between [                        ] and [insert details of Sub-Licensee] dated [insert date] (the “Sub-Licence”)


 


As
part consideration for the grant of a sub-licence from [XXX] to use [insert details of licensed technology] (the “Licensed
Technology”), the Sub-Licensee hereby covenant to Oxford University Innovation Limited (OUI) and OUI covenant with the Sub-Licensee
that:


 


	1.	should
    the head licence between [XXX] and OUI be terminated for whatever reason, OUI and the Sub-Licensee shall enter into a direct licence
    containing the same obligations and liabilities as set forth in the Sub-Licence and the Sub-Licensee will pay all due and payable
    monies under the Sub-Licence to OUI; and
	 	 
	2.	should
    the Sub-Licensee wish to further sub-licence the Licensed Technology where OUI has consented to the Sub-Licence including the right
    to do so, it shall procure that any sub-sub-licensee enters into a Deed of Covenant with OUI in a form substantially similar to this
    Deed of Covenant.
	 	 
	3.	OUI
    shall have the right, during the term of the Sub-Licence, through an independent certified accountant appointed by OUI (the “Auditor”),
    to audit all accounts on at least thirty (30) days’ written notice no more than once each calendar year for the purpose of
    determining the accuracy of the royalty reports and payments. The Auditor shall be:
	 	 
	 	a.	permitted
    to enter the principal place of business of the Sub-Licensee upon reasonable notice to inspect such records and accounts;
	 	 	 
	 	b.	entitled
    to take copies of or extracts from such records and accounts;
	 	 	 
	 	c.	given
    all other information by the Sub-Licensee as may be necessary or appropriate to enable the amount of royalties payable to be ascertained
    including the provision of relevant records; and
	 	 	 
	 	d.	shall
    be allowed access to and permitted to conduct interviews of any staff of the Sub-Licensee in order to verify the accuracy of the
    records and accounts and the accuracy of any royalty statements provided to OUI.


 




    	 



     


    

 


If
on any such audit a shortfall in payments of greater than five percent (5%) is discovered by the Auditor in respect of the audit period,
the Sub-Licensee shall pay the audit costs of OUI.


 


	SIGNED
    AS A DEED by	 
	 	 
	[Insert
    details of Sub-Licensee] in the presence of:- 	 
	 	 
	Signature
    of Witness:	 
	 	 
	Name
    of Witness:	 
	 	 
	Address:	 


 


	SIGNED
    AS A DEED by	 
	 	 
	OXFORD
    UNIVERSITY INNOVATION LIMITED in the presence of:- 	 
	 	 
	Signature
    of Witness:	 
	 	 
	Name
    of Witness: 	 
	 	 
	Address:	 


 




    	 



     


    

 


AS
WITNESS this agreement has been signed by the duly authorised representatives of the parties.


 


	Signed
    by a director duly authorised for

    and
    on behalf of Oxford University Innovation Limited
	)

    )

    )

    )
	 02
    June 2021 | 02:59 PDT

    Head of Licensing & Ventures – Physical Sciences 

    Brendan Ludden 
	 	 	sign here:	 /s/ Brendan Ludden 
	 	 	 
	 	 	Director


 


	Signed
                                            by a director duly authorized for

    and
    on behalf of [CoroWare, Inc.] 
	)

    )

    )

    )
	 02
    June 2021 | 13:35 BST 

    President and CEO 

    Lloyd Spencer 
	 	 	sign here:	 /s/ Lloyd Spencer 
	 	 	 
	 	 	Director