**EXHIBIT 4.8****EXCLUSIVE LICENSE AGREEMENT**This License Agreement, effective as of the 13th day of June, 2005 (the “Effective Date”), isentered into between the Governing Council of the University of Toronto (the “University”),Micromem Technologies Inc. (the “Company”), a Canadian corporation, and the Ontario Centres ofExcellence as represented by its divisions: Communications and Information Technology Ontario andMaterials and Manufacturing Ontario (“OCE”).**RECITALS**WHEREAS, Professor Harry Ruda and Stephane Aouba (the “Inventors”) have conducted research at theUniversity of Toronto that, among other things, resulted in a U.S. patent application entitled“*Magnetic memory composition and method of manufacture*” (the “**Memory Invention**”) in the course of aresearch project partially funded by the OCE’s Communications and Information Technology Ontariodivision (“CITO”), for which the Company acted as the industrial partner under a ResearchCollaboration Agreement dated December 12, 2002 (the “**CITO RCA**”);WHEREAS, the Inventors also have conducted research at the University of Toronto resulting in a“*Tuneable Magnetic Switch*” (the “**Switch Invention**”) developed in the course of a research projectpartially funded by the OCE’s Materials and Manufacturing Ontario division (“MMO”), for which theCompany acted as the industrial partner under a first Research Collaboration Agreement datedOctober 24, 2002 and a second Research Collaboration Agreement dated November 12, 2003(collectively, the “**MMO RCAs**”) (the CITO RCA and the MMO RCAs being referred to collectively as the“Prior RCAs”).WHEREAS, OCE is willing to release the Company and the University from the commercializationobligations set forth in the Prior RCAs.WHEREAS, the Inventors disclosed the Memory Invention, the Switch Invention and other informationto the University by way of confidential invention disclosure forms and have assigned all rights,title and interest in such inventions to the University.WHEREAS, the Company disclosed to the University and the Inventors the core technology upon whichthe Memory Invention and the Switch Invention are based.WHEREAS, the Company, Inventors, and the University contemplate executing a new Research Agreement.WHEREAS, the Switch Invention and the Memory Invention build on the Company’s prior and ongoingresearch and development in the area of magnetic random access memory.WHEREAS, the Company, in the Inventors’ names, filed patent applications on the Memory Inventionand the Switch Invention and now wishes to exclusively license from the University those patentapplications as well as any related U.S. or foreign patent applications that are filed
 

 
in the future and all U.S. and/or foreign patents that issue therefrom that relate to theunderlying inventions to use alone or in combination with the existing technology of the Company orotherwise to develop products and/or services.WHEREAS, The University desires to license the Switch Invention and the Memory Invention along withthe associated patents and other improvements to the inventions and existing technology of theCompany developed by the Inventors for the Company to commercialize and further develop.So, in consideration of the foregoing and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the University and the Company hereby agree asfollows:1. DEFINITIONS 1.1 “AFFILIATE” means any corporation, organization, or other business entity controlledby, controlling, or under common control with the Company, with “control” meaning direct orindirect beneficial ownership of more than fifty percent (50%) of the voting stock of suchcorporation, or more than a fifty percent (50%) interest in the decision-making authorityof such other unincorporated business entity; and a corporation in which the maximumamount of stock permitted by law to be held by another entity is beneficially owned bysuch other entity.  1.2 “AGREEMENT” shall mean this license agreement (which expression shall be deemed toinclude the Recitals and Schedules hereto).  1.3 “CND” or “$” shall mean Canadian dollars.  1.4 “COMPANY IMPROVEMENTS” means any and all improvements, variations, updates,modifications or enhancements that are conceived, created or developed by the Company tothe Inventions exclusive of Developed Technology.  1.5 “CONFIDENTIAL INFORMATION” has the meaning set forth in Section 9.  1.6 **“**DEVELOPED TECHNOLOGY**”**shall mean any and all scientific and/or technical information,data, discoveries, inventions (whether patentable or not), know-how, substances,techniques, processes, systems, formulations, designs, methods and expertise, that are orwere conceived, created, developed by the Inventors or other University personnel underwork undertaken under a Research Agreement and which (a) are covered by one or moresubsisting claims of any Patent Rights or Micromem Patents, or (b) have use in combinationwith or in furtherance of the Invention or Micromem Know-How.  1.7 “EFFECTIVE DATE” shall mean the date of this Agreement.  1.8 “FIELD” shall mean any use in all areas.
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 1.9 “INVENTIONS” mean the Memory Invention and the Switch Invention, including withoutlimitation such aspects thereof as are further described in the University confidentialinvention disclosure forms attached as Schedule A.  1.10 “LICENSED PRODUCT” means any product, or any part or component thereof, that (i) absentthe license granted hereunder, would infringe one or more claims of the Patent Rights or(ii) absent the license granted hereunder, would infringe upon any rights in or to theTechnology or Developed Technology.  1.11 “MICROMEM INTELLECTUAL PROPERTY” shall mean the Micromem Know-How and the MicromemPatents.  1.12 “MICROMEM KNOW-HOW” shall mean any rights owned, licensed or controlled by Companyprior to the Effective Date to any and all scientific and/or technical information, data,discoveries, inventions (whether patentable or not), know-how, substances, techniques,processes, systems, methods, formulations, designs and expertise relating to theapplication of non-volatile magnetic random access memory produced by the Company which isnot generally known to the public excluding Technical Information.  1.13 “MICROMEM PATENTS” shall mean (1) any patents and patent applications that are in wholeor in part owned by or licensed to Company as of the Effective Date relating tonon-volatile magnetic random access memory, (2) any and all improvements, variations,updates, modifications or enhancements to the inventions claimed in such patents and/orpatent applications that are conceived, created or developed by the Company, and (3) anyforeign counterparts thereof and all divisionals, continuations, and all patents issuing onany of the foregoing, and any foreign counterparts thereof, together with allregistrations, reissues, re-examinations, supplemental protection certificates, orextensions thereof, and any foreign counterparts thereof. The Micromem Patents existing asof the Effective Date are listed in Schedule B.  1.14 “NET FEES OR NET ROYALTIES” shall mean any actual fees received by the Company from asublicensee for the grant of a sublicense of the rights granted to Company under Section2.1.  1.15 “NET SALES” shall mean the aggregate gross sales amounts billed and received by theCompany or Affiliates for Licensed Product, in accordance with generally acceptedaccounting principles, less any and all of the following deductions relating to such sales:trade, quantity and cash discounts, allowances, rebates, refunds, commissions and/orcredits, actually allowed and taken;any adjustments on account of price adjustments, billing errors, rejected goods,damaged goods, and returns;
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     charge-backs granted or given to, or taken by, wholesalers and/or other distributors;     payments or rebates paid or provided in connection with sales of Licensed Product to anygovernmental or regulatory authority;an amount to cover any invoiced charge for industry standard freight, shipping,packing insurance or other transportation costs charged to the customer and anytax, tariff, customs charges, excise or other duty or other governmental chargelevied on the sale, transportation, delivery of Product and actually paid or owingby Company or an Affiliate including without limitation any federal, state or localsales, use, value added, excise or other taxes, tariffs, customs charges, duties orother governmental charges. 1.16 OCE shall mean Ontario Centres of Excellence and include its Communications andInformation Technology Ontario division and Materials and Manufacturing Ontario division.  1.17 “PARTY” shall mean OCE, Company or University, and when used in the plural, shall meanOCE, Company and University collectively.  1.18 “PATENT RIGHTS” means the United States, Canadian and international patent applicationsand/or provisional applications listed in Schedule C, and any and all patent applicationsand/or provisional patent applications filed after the Effective Date hereof relating toany aspects of the Technology or Developed Technology, and any patents issuing there from,and shall include any divisional, re-examination, renewal, or continuation applicationsbased on said patents or patent applications, and any reissue of said patents, and foreignand national counterparts thereof and national applications and patents based on PCT orEuropean patent applications.  1.19 “RESEARCH AGREEMENT” means any agreement between the University and the Company enteredinto concurrent with or subsequent to the date of this Agreement, the purpose of which isto continue, progress, expand upon, supplement, supersede or utilize in any manner theInventions, Micromem Intellectual Property, or the Developed Technology. Each ResearchAgreement shall be in the standard form, except that is shall provide that so long as theCompany is not in material breach of the agreement, any and all Developed Technologycreated in the course of the research sponsored under the agreement shall be licensed tothe Company pursuant to this Agreement.  1.20 “TECHNOLOGY” means Inventions and any Technical Information.  1.21 “TECHNICAL INFORMATION” means all information including but not limited to technicaland/or scientific know-how, whether in written, machine readable, drawing or oral form thatis conceived, created, developed, or otherwise invented or produced by, for or on behalf ofthe Inventors related to the Inventions.
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 1.22 “TERM” shall mean as defined pursuant to Section 8 of this Agreement.  1.23 “TERRITORY” shall mean world-wide.  1.24 “THIRD PARTY” shall mean a person or organization who or which is neither a Party noran Affiliate of a Party.  1.25 Interpretation:     (a) In the event an ambiguity or a question of intent or interpretation arises, thisAgreement shall be construed as if drafted jointly by the Parties and no presumption orburden of proof shall arise favoring or disfavoring any Party by virtue of the authorshipof any provisions of this Agreement.     (b) The definitions of the terms herein shall apply equally to the singular andplural forms of the terms defined. Whenever the context may require, any pronoun shallinclude the corresponding masculine, feminine and neuter forms. The words “include”,“includes” and “including” shall be deemed to be followed by the phrase “withoutlimitation”. The word “will” shall be construed to have the same meaning and effect asthe word “shall”. The word “any” shall mean “any and all” unless otherwise clearlyindicated by context.     (c) Unless the context requires otherwise, (i) any definition of or reference to anyagreement, instrument or other document herein shall be construed as referring to suchagreement, instrument or other document as from time to time amended, supplemented orotherwise modified (subject to any restrictions on such amendments, supplements ormodifications set forth herein or therein), (ii) any reference herein to any Person shallbe construed to include the Person’s successors and assigns, (iii) the words “herein”,“hereof” and “hereunder”, and words of similar import, shall be construed to refer to thisAgreement in its entirety and not to any particular provision hereof, and (iv) allreferences herein to Articles, Sections, Exhibits or Schedules, unless otherwisespecifically provided, shall be construed to refer to Articles, Sections, Exhibits andSchedules of this Agreement.     (d) The headings of this Agreement are for ease of reference only and shall notaffect its construction or interpretation.2. GRANT OF RIGHTS 2.1 OCE hereby waives any license or other rights that it might have to the Technology orrelated Patent Rights under the Prior RCAs.  2.2 Subject to the terms of this Agreement, the University hereby grants to the Company andits Affiliates an exclusive, world-wide, universal license to:
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 a) practice, develop, make, have made, use, sell, offer to sell, offer, havesold, transfer, dispose of, lease, import, export, market, promote, demonstrate,distribute, manufacture, and otherwise exploit Licensed Products, the Technology, theDeveloped Technology and the Patent Rights in any manner;  b) to use in any manner, develop, have developed, improve and modify theTechnology or Developed Technology for any of the purposes set forth in (a) above;  c) use the Technology or Developed Technology for testing, demonstration,training, support and promotional purposes in connection with the marketing,promotion, demonstration, distribution, manufacture, offer, sale and use of LicensedProducts. 2.3 Company shall have the right to grant sublicenses of and to all or any portion of therights granted to it under Section 2.1.  2.4 All rights granted by University to Company or its Affiliates under Section 2.1 shallextend throughout the Territory.  2.5 Notwithstanding the exclusive license and rights granted to the Company hereunder, theUniversity shall retain the right to use the Technology and Developed Technology includingany associated Patent Rights solely for teaching, and educational purposes. However,notwithstanding work conducted under this Agreement, nothing in this Agreement will beconstrued as granting a license or an assignment or an offer to a license or assignment tothe University for the Micromem Intellectual Property.  2.6 As part of its rights as licensee hereunder, the Company has the right to developand/or further develop, and have Third Parties develop and/or further develop for it,Company Improvements as the Company may determine in its sole discretion, and the Companyshall own the entire right, title and interest in and to such Company Improvements,including all intellectual property rights therein with no payment obligations hereunder onthe part of the Company or any Third Parties.  2.7 The University agrees that during the Term it shall not grant to any Third Party anylicense to use the Developed Technology or the Developed Technology Patents or any otherrights to develop, make, have made, use, sell, offer to sell, lease or import LicensedProducts in any field in the Territory.  2.8 Neither the University nor the Company shall be restricted from developing and/orcommercially exploiting any product, process and/or technology that does not infringe anyof the rights in the Micromem Intellectual Property, Technology, Developed Technology orPatent Rights and the terms of this Agreement shall not be applicable to any suchnon-infringing product, process and/or technology.
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3. ROYALTIES AND PAYMENT TERMS. 3.1 In consideration for the rights and licenses granted herein, the Company shall pay tothe University: a) 4% of Net Sales until such time as the University has received from theCompany an aggregate amount of five hundred thousand Canadian dollars (CND$500,000)calculated in accordance with Section 3.3;  b) 1% of Net Sales thereafter; 3.2 If the Company sublicenses any rights granted herein to any non-Affiliate: a) in combination or association with the Micromem Intellectual Property, theUniversity shall receive 10% of any Net Fees and/or Net Royalties that shall bereceived by the Company in respect of any licenses involving both the rights grantedherein and such Micromem Intellectual Property;  b) For all other sublicenses of the rights granted herein to anynon-Affiliate, the University shall receive 20% of any Net Fees and/or Net Royaltiesthat shall be received by the Company in respect of such sublicenses.  c) Net Fees and/or Net Royalties shall be received from the Company until suchtime as the University has received from the Company an aggregate amount of fivehundred thousand Canadian dollars (CND$500,000) calculated in accordance with Section3.3 thereafter Company shall pay half of the amounts set forth in 3.2(a) or (b) as isapplicable. 3.3 For the avoidance of doubt, the aggregate five hundred thousand Canadian dollars(CND$500,000) amount referenced in Section 3.1, 3.2, and 3.4 shall result from paymentsreceived by University from Company under Section 3.1 and 3.2 or any combination thereoftotaling five hundred thousand Canadian dollars (CND$500,000).  3.4 At any point after which the Company has paid the University five hundred thousandCanadian dollars (CND$500,000) calculated in accordance with clause 3.3, the Company may atits option buy out the obligation to pay royalties hereunder by paying to the University asingle lump sum payment equaling greater of five hundred thousand Canadian dollars(CND$500,000) or an amount equal to the total amount of royalties paid by the Company tothe University in the preceding twenty four months. The Company shall be entitled toexercise such option by providing written notice to the University along with the requiredpayment, after which time the Company’s obligation to pay royalties under Sections 3.1 or3.2 shall be waived by the University.  3.5 For further clarification, notwithstanding that the manufacture, use, lease, or sale ofa Licensed Product may be covered by more than one of the Technology, Developed Technologyor associated Patent Rights licensed hereunder, the royalty paid by the
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   Company under sub clause 3.1(a) with respect to that Licensed Product shall remain ateither 4% or 1% of Net Revenue whichever is in effect at the given time.  3.6 In addition to the amounts due under Section 3.1 above, the Company shall pay to theUniversity a one-time fee for each patent application filed by the Company in respect ofthe Technology or Developed Technology: a) in the case of the filing of a U.S. provisional patent application (i) aone time payment of $5,000 CAD on the filing of the U.S. provisional patentapplication; and (ii) a one time payment of $20,000 on the filing of the subsequentnon-provisional patent application; or  b) in the case of the filing of a non-provisional patent application without acorresponding provisional patent application Company will pay a one time fee of$25,000 CAD on the filing of the non-provisional patent application.For clarity, the applicable patent filing payment shall be payable only upon the initialfiling of a patent application for a given Invention or Developed Technology. No amountsshall be due hereunder for subsequent or repeated filings of patents or any foreign andnational counterparts thereof. For the avoidance of doubt, subsequent or repeated filingshall include divisionals, continuations, requests for continued examination or the likein the United States or any foreign counterparts thereof. 3.7 The royalties and other amounts due hereunder shall be paid within ninety (90) days ofthe end of each calendar quarter to which such royalties relate. Such amounts shall be paidby check denominated in Canadian dollars, and made payable to the University. The checkshall be mailed to University at the address set forth below concurrently with the reportrequired in Section 3.7 below. Payments made in currency other than Canadian dollars shallfirst be calculated in the currency in which payment is received and then converted toCanadian dollars using the average over the last five (5) banking days of the applicablecalendar quarter of the Noon Buying Rate in Toronto for cable transfers in such currency ascertified for customs purposes by the Bank of Canada.  3.8 With each payment made to the University under Sections 3.1-3.6 above, the Companyshall deliver to the University a report setting forth: (a) the number of LicensedProducts sold or distributed by the Company and/or its sublicensees to independent thirdParties in each country (b) a calculation of the Net Revenues for the applicable reportingperiod, (c) the total royalty payable on such Net Revenues for the applicable reportingperiod, and (d) the amount of revenue received by the Company from sublicensees for theapplicable reporting period.  3.9 The Company shall maintain, and shall cause its Affiliates and sublicensees tomaintain, complete and accurate records relating to the sale of Licensed Products and toall sublicenses of the Technology for a period of at least three (3) years after eachreporting period,, which records shall contain sufficient information to permit the Partiesto confirm the amount of royalties and other fees payable hereunder and compliance in
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 **•** ther respects with the provisions of this Agreement. The University or itsrepresentatives shall have the right, exercisable not more than once during anytwelve-month period, to inspect such records, at the University’s expense, during normalbusiness hours and upon reasonable advance notice, for the sole purpose of verifying anypayments made or compliance in other respects under this Agreement. If, as a result of anyinspection, the royalties owing hereunder are found to be in error such that royalties tothe University were underpaid by more than five percent (5%) the Company shall promptlypay any deficiency to the University and shall reimburse the University for its costs inexamining such records. Any overpayment by the Company will be promptly corrected by arefund.4. PATENT PROSECUTION. 4.1 Company shall own Micromem Intellectual Property. University shall own Technology, andDeveloped Technology and Patent Rights.  4.2 The Company shall have the right at its own expense to prepare, file, prosecute, andmaintain patent applications in the University’s and/or the Inventor’s name in alljurisdictions with respect to any and all aspects of the Technology and DevelopedTechnology. In addition, the Company shall have the right to prosecute and maintain all ofthe existing Patent Rights. The University and Inventors shall provide all cooperation andsupport reasonably requested by the Company in connection with the filing of such patentapplications and the prosecution and maintenance of any patents resulting therefrom. TheCompany will have sole discretion to determine the countries in which patent applicationsshall be filed, prosecuted and/or maintained with respect to future Patent Rights, and theadditional countries in which foreign patent applications may be filed, prosecuted and/ormaintained with respect to the existing Patent Rights; provided that (i) if theCompany advises the University in writing that the Company does not intend to file a patentapplication in any country with respect to any future Patent Rights that may arise, thenthe University or its designees shall have the right to file, prosecute and maintain patentapplications with respect to such Patent Rights in such country and the Company shall haveno further rights in such resulting patent, and (ii) in the event any patents are issued inrespect of the existing Patent Rights or any future Patent Rights that may arise, theCompany shall not willingly abandon such patents unless and until it shall have firstconsulted with the University.5. INFRINGEMENT. 5.1 Each Party agrees to provide written notice to the other Party promptly after becomingaware of any infringement of the Patent Rights.  5.2 Right to Prosecute Infringements. a) During the term of this Agreement, the Company shall have the right, underits own control and at its own expense, to prosecute any Third Party infringement ofthe Patent Rights, and any recovery obtained shall belong solely to the Company. Ifrequired by law, each of the University and the Inventors, as well as any other
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   University personnel who are deemed inventors of any Patent Rights and/or Inventions,shall permit any action under this Section to be brought in its name, including beingjoined as a party-plaintiff. Prior to commencing any such action, Company shallconsult with the University and shall consider the views of the University regardingthe advisability of the proposed action and strategy relating thereto.  b) In the event that the Company is unsuccessful in persuading an allegedinfringer to desist and fails to have initiated an infringement action within areasonable time after Company first becomes aware of the basis for such action, theUniversity shall have the right, at its sole discretion, to prosecute suchinfringement under its sole control and at its sole expense. 5.3 In the event that during the term of this Agreement a declaratory judgment action isbrought against the University or Company by a Third Party alleging invalidity,unenforceability, or non-infringement of the Patent Rights, the Company shall have thefirst option to take over the sole defense of the action at its own expense. If the Companydoes not exercise this right within a reasonable period after commencement of such action,the University may take over the sole defense of the action at its sole expense.  5.4 Each Party agrees to cooperate in any action under this Section 5 which is controlledby the other Party.  5.5 If, in any proceeding relating to the validity, infringement, or priority of inventionof any claim of the Patent Rights or any right included in the Technology, a judgment ordecree is entered which becomes final (referred to as a “final judgment”), the constructionplaced upon any such claim or intellectual property right by such final judgment shallthereafter be followed, not only as to such claim or right, but as to all claims and allintellectual property rights to which such construction applies, with respect tosubsequently occurring acts under this Agreement. If such final judgment holds any claim orintellectual property right invalid, then (1) such claim or right shall no longerconstitute a Patent Right or Technology hereunder, (2) any Licensed Product covered solelyby such claim or right, or any broader claim or right to which such final judgment isapplicable, shall no longer constitute a Licensed Product and the Company shall be relievedprospectively from making any payments under Article 3 hereof that are directly andspecifically allocable to the sale of such products, (3) any Licensed Products coveredpartially by such claim or right, or any broader claim or right to which such finaljudgment is applicable, shall thereafter be deemed to be covered by Section 3.1 herein, and(4) the Company shall be relieved from the performance of any other acts which may berequired by this Agreement only because of any such claim or right. However, if there aretwo or more conflicting final judgments with respect to the same claim or intellectualproperty right based on the same grounds, or where the same issues were raised, thedecision of the higher tribunal shall be followed, but if the tribunals are of equalauthority, then the decision less favorable to the claim or right shall be followed.
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 5.6 In the event evidentiary material comes to the attention of the Company subsequent tothe Company’s execution of this Agreement which, in the judgment of the Company, bears onthe validity or scope of any Patent Right or any Technology, the Company and the Universitywill in good faith discuss whether such evidentiary material so affects the validity orscope of the applicable Patent Right or Technology that the royalty payments relatingthereto or other terms of the license in respect thereto should be modified.6. REPRESENTATIONS, WARRANTIES AND COVENANTS 6.1 The University represents and warrants to the Company as follows: a) The University has full title to, and sole and exclusive ownership of theTechnology free and clear of all liens, claims and encumbrances, and it has the fullpower and authority to grant the licenses contemplated herein.  b) To the best of the University’s knowledge, the Technology does not and willnot violate or infringe any copyright, patent, trademark, trade name, service mark orsimilar right.  c) No claim has been asserted against the University by any person, whochallenges or questions the ownership or validity of the Technology and theUniversity knows of no circumstances that might lead to any such claim.  d) Except for the rights of OCE waived herein, the University has not licensedor otherwise assigned any interest or right to obtain an interest in the Technologyto anyone other than the Company.  e) There are no actions, suits, or proceedings, pending or threatened, whichmay have a material adverse effect on the University’s ability to fulfill itsobligations under this Agreement. The University will immediately notify the Companyif, during the term of this Agreement, the University becomes aware of any action,suit or proceeding, pending or threatened, which may have a material adverse effecton the University’s ability to fulfill its obligations under this Agreement.  f) The University has the right to grant the licenses and exclusive rights tothe Company as set forth in Article 2 of this Agreement.  g) No consent, approval, or withholding of objection is required from anygovernmental authority with respect to the University’s execution or performance ofthis Agreement. 6.2 The Company represents and warrants to the University as follows: a) it is duly incorporated, organized and validly subsisting under the laws ofthe Province of Ontario;
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 b) it has the power to enter this Agreement and to perform the obligationscontemplated by this Agreement;  c) it has taken all necessary corporate action to authorize the execution andperformance of this Agreement; and  d) as of the Effective Date, to the best of Company’s knowledge, the PatentRights do not and will not violate any Third Party patent right and no claim has beenasserted against the Company by any Third Party who challenged the validity of thePatent Rights and the Company knows of no circumstances that would lead to any suchclaim. 6.3 During the term of this Agreement, the Company covenants that it will: a) use commercially reasonable efforts to develop, promote, market and/or sellLicensed Products.  b) Within 3 months of execution of this agreement the Company shall enter intoa further Research Agreement with a funding commitment on the part of the Company ofno less than CAD $500,000, to continue the further research and development of theInventions and Micromem Intellectual Property other research in related areas.  c) comply in all material respects with all material laws and regulationsrelating to the development, manufacture, use and sale of Licensed Products.  d) Enter into good faith negotiations with any third Parties put forward bythe University as potential sublicensees of the Technology or Developed Technology.7. INDEMNITIES  7.1 Each Party shall defend, indemnify and hold harmless the other Party against all andany claims, damages, losses, liabilities, settlement amounts and expenses (includingreasonable attorney fees) made or brought against the indemnified Party by a Third Partyinsofar as they arise out of or in connection with any material breach by the indemnifyingParty of any of its representations, warranties or obligations under this Agreement.  7.2 Company agrees to indemnify and undertakes to defend Inventors, OCE and the Universityand hold them harmless against all claims, suits, proceedings, demands, actions of anynature or kind whatsoever, damages, judgments, costs, expenses and fees, arising out of orin any way connected with the Technology and in relation to the use or sale of the LicensedProducts, the Technology, the Developed Technology and/or the Patent Rights by Company, itsAffiliates, licensees, customers, and agents.
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 7.3 Neither Party will be liable to the other Party for incidental, consequential, special,punitive, or exemplary damages of any kind, including lost profits or loss of business, asa result of the breach of any term of this Agreement, regardless of whether the Partyliable or allegedly liable was advised, had reason to know, or in fact knew of thepossibility thereof.8. TERM and TERMINATION 8.1 The term of this Agreement begins as of the Effective Date and, unless terminated asprovided herein, shall extend for the duration of the last to expire of the Patent Rights.  8.2 The Company shall have the right to terminate this Agreement with respect to all or aportion of the rights granted to it hereunder, for any reason upon at least ninety (90)days prior written notice to the University.  8.3 The University may terminate this Agreement on written notice if a) The Company files a voluntary petition in bankruptcy or insolvency or shallpetition for reorganization under any bankruptcy law (and such is not dismissedwithin ninety (90) days);  b) The Company consents to involuntary petition in bankruptcy or if areceiving order is given against it under the *Bankruptcy and Insolvency Act*or thecomparable law of any other jurisdiction (and such is not dismissed within ninety(90) days);  c) there is entered an order, judgment or decree by a court of competentjurisdiction, upon the application of a creditor, approving a petition seekingreorganization or appointing a receiver, trustee or liquidator of all or asubstantial part of the Company’s assets and such order, judgment or decree continuesin effect for a period of ninety (90) consecutive days. 8.4 The Company and the University shall have the right on written notice to the otherParties to terminate this Agreement if a Party breaches in a material respect anyrepresentation, warranty or covenant under this Agreement, or a Party fails to perform anyof the other material obligations set forth in this Agreement, including the requirement topay royalties, and such default in the case of a default which is remediable continues fora period of sixty (60) days after written notice of such failure has been given by theCompany and the University.  8.5 In the event of the early termination of this Agreement, the Company and its Affiliatesand sublicensees may complete and sell any work-in-progress and inventory of LicensedProducts that may exist as of the effective date of termination, subject to the payment ofroyalties as specified in Article 3 herein with respect to such sales.
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 8.6 Notwithstanding any expiration or termination of this Agreement, Articles 1, 7, 8.6, 9and 11.3 shall survive and remain in force and effect.  8.7 Upon termination of this Agreement for any reason, any Sublicensee not then in defaultshall maintain its license under the then existing terms and conditions, provided that suchterms and conditions are at least as favorable to the University as the terms of thisAgreement, and provided that such Sublicensee assume all unsatisfied and unwaived, past,current, and future obligations of Company under this Agreement.9. CONFIDENTIALITY. 9.1The Parties acknowledges that it will have access to and will be entrusted withdetailed confidential information regarding the other Parties, their business and thepresent and contemplated technologies, products, services, intellectual property,techniques and/or other information developed or used by the other Parties (the“Confidential Information”) and that any disclosure of the Confidential Information to whomthe Confidential Information belongs (the “Disclosing Party”) or otherwise than permittedhereunder would be highly detrimental to the Disclosing Party. Each Party acknowledges andagrees that the right to maintain the confidentiality of the Disclosing Party’sConfidential Information and the right to preserve the goodwill of the Disclosing Partyconstitute proprietary rights which the Disclosing Party is entitled to protect.Accordingly, each Party covenants and agrees that, save with the written consent of theDisclosing Party, it will not, and it will cause its employees and other personnel not to,during the term of this Agreement and for a period of ten (10) years after the terminationof this Agreement, disclose any of the Disclosing Party’s Confidential Information to anyThird Party, nor shall either Party use the Disclosing Party’s Confidential Information forany purpose other than for the purposes of performing its obligations under this Agreementand any Research Agreements. Where the Disclosing Party consents to the release ofConfidential Information by the other Party to any person, firm or corporation (the“Receiving Party”), such other Party shall require the Receiving Party to enter into aconfidentiality agreement with the Disclosing Party, in a form required by the DisclosingParty, prior to the release of any Confidential Information to the Receiving Party. EachParty agrees that all restrictions contained in this clause are reasonable and valid in thecircumstances.   9.2Each Party confirms that all information provided to it by the Disclosing Party underthis Agreement is and shall remain Confidential Information unless notified by theDisclosing Party in writing. Additionally, all records, papers and documents kept or madeby either Party relating to the business, technologies, products, services, techniques orintellectual property of the Disclosing Party shall be and remain ConfidentialInformation.   9.3Notwithstanding Section 9.1 hereof, neither Party shall be liable for disclosure ofthe Disclosing Party’s Confidential Information upon the occurrence of one or more of thefollowing events:
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(a) the Confidential Information becoming generally known to the public other thanthrough a breach of this agreement;(b) the Confidential Information having come into the possession of such Party froma Third Party or Parties, who is or are under no obligation to the Disclosing Partyto maintain the confidentiality of such information, without breach of thisagreement by the other Party, as shown by documentation sufficient to establish theThird Party as a source of the Confidential Information; and(c) Such Party being required to make disclosure of the Confidential Information byoperation of applicable law, rule or regulation of any U.S. or Canadian GovernmentalAuthority or quasi-governmental authority including any securities exchange,inter-dealer quotation system or other self-regulatory organization.10. DISPUTE RESOLUTION. 10.1 The Parties hereby agree to submit to final and binding arbitration in the City ofToronto, Province of Ontario, Canada, pursuant to the commercial arbitration rules then ineffect of the International Chamber of Commerce, any and all claims, controversies anddisputes of any nature whatsoever arising out of or related in any way to this Agreement.The arbitration shall be heard before three arbitrators, one to be chosen by the Company,the second to be chosen by the University, and the third to be chosen by those twoarbitrators. The arbitrators shall apply the laws of the Province of Ontario and the law ofCanada applicable therein, in determining the rights, obligations and liabilities of theParties. The arbitrators shall not have the power to alter, modify, amend, add to orsubtract from any term or provision of this Agreement, nor to award damages or remediesexpressly prohibited by this Agreement, nor to grant injunctive relief, including interimrelief, of any nature. In all other respects, the commercial arbitration rules of theInternational Chamber of Commerce shall govern the arbitration. Any award rendered shall befinal and binding upon the Parties and a judgment thereon may be entered in any courthaving jurisdiction.  10.2 If, as a matter of law, this arbitration provision is not enforceable as to aparticular claim brought by one Party against the others, then that claim shall beinstituted solely in the courts situated in the City of Toronto, Province of Ontario,Canada. For this purpose, the Parties hereby irrevocably consent to the jurisdiction ofthe Province of Ontario over their persons, and waive any defense based upon impropervenue, inconvenient venue or lack of jurisdiction.  10.3 Nothing contained in this Section 10 shall limit a Party’s right to seek and obtaininjunctive relief or other provisional equitable relief in any court having jurisdiction ifsuch action is necessary to avoid irreparable harm to such Party or to preserve its rightsunder this Agreement.
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11. MISCELLANEOUS. 11.1 Notwithstanding anything contained in this Agreement to the contrary, the Company mayassign all of its rights under this Agreement without the consent of the University or OCEto a purchaser of all or substantially all of the Company’s business or assets or pursuantto a merger or consolidation of the Company or pursuant to an acquisition of a controllinginterest in the Company through a stock transaction, provided that such purchaser orsuccessor company (as applicable) agrees in writing to be bound by all of the Company’sobligations under this Agreement.  11.2 Any notices required or permitted under this Agreement shall be in writing, shallspecifically refer to this Agreement, and shall be sent by hand, recognized nationalovernight courier, confirmed facsimile transmission, confirmed electronic mail, orregistered or certified mail, postage prepaid, return receipt requested, to the followingaddresses or facsimile numbers of the Parties:           If to the University: If to the Company:    University of Toronto,   Micromem Technologies Inc.    Research Services   777 Bay Street, Suite 1910    27 King’s College Circle   Toronto, Ontario    Toronto, Ontario M5S 1A1   M5G 2E4    Fax: 416-978-5821   Canada    Tel: 416-978-6063   Tel: (416) 364-6113        Fax: (416) 360-4034           If to OCE:        Ontario Centres of        Excellence Inc.        156 Front Street West        Suite 200        Toronto, Ontario M5J 2L6        Fax: (416) 971-7164        Tel: (416) 861-1092       A Party may change its contact information immediately upon written notice to the otherParties in the manner provided in this Section.  11.3 This Agreement shall be governed by and construed in accordance with the laws of theProvince of Ontario and the law of Canada applicable therein, without giving effect toconflicts of law.  11.4 No Party will be responsible for delays resulting from causes beyond the reasonablecontrol of such Party, including without limitation fire, explosion, flood, war, strike, ornot, provided that the nonperforming Party uses commercially reasonable efforts to
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   avoid or remove such causes of nonperformance and continues performance under thisAgreement with reasonable dispatch whenever such causes are removed.  11.5 This Agreement may be amended, supplemented, or otherwise modified only by means of awritten instrument signed by both Parties. The failure of a Party at any time to requireperformance by another Party of any provisions of this Agreement shall in no way affect theright of such Party to require future performance of that provision. Any waiver by a Partyof any breach of any provision of this Agreement shall not be construed as a waiver of anycontinuing or succeeding breach of such provision, a waiver of the provision itself, or awaiver of any right under this Agreement.  11.6 If any one of more of the provisions of this Agreement should be ruled wholly or partlyinvalid or unenforceable by a court or other government body of competent jurisdiction, andas long as the fundamental objectives of the Agreement can be carried out, then: (a) thevalidity and enforceability of all provisions of this Agreement not ruled to be invalid orunenforceable will be unaffected; (b) the provision(s) held wholly or partly invalid orunenforceable will be deemed to be amended, and the court or other government body isauthorized to reform the provision(s), to the minimum extent necessary to render them validand enforceable in conformity with the Parties’ intent as manifested herein; and (c) if theruling, and/or the controlling principle of law or equity leading to the ruling, issubsequently overruled, modified, or amended by legislative, judicial, or administrativeaction, then the provision(s) in question, as originally set forth in this Agreement, willbe deemed to be valid and enforceable to the maximum extent permitted by the newcontrolling principle of law or equity.  11.7 This Agreement shall be binding upon and inure to the benefit of the Parties and theirrespective permitted successors and assigns.  11.8 All headings are for convenience only and shall not affect the meaning of any provisionof this Agreement.  11.9 This Agreement, together with the Research Agreements, if any, entered into betweenthe Parties, constitute the entire agreement between the Parties with respect to thesubject matter hereof and supersede all prior agreements or understandings between theParties relating to such subject matter.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorizedrepresentatives.       THE GOVERNING COUNCIL OF THE   MICROMEM TECHNOLOGIES INC.  UNIVERSITY OF TORONTO               /s/ John Challis, M.D.   /s/ Joseph Fuda           Name: Dr. John Challis   Name: Joseph Fuda    Title: Vice-President — RAP   Title: President & Chief Executive Officer         ONTARIO CENTRES OF EXCELLENCE:   COMMUNICATIONS AND INFORMATION