Exhibit 10.36

 

Execution Copy

 

CONTRIBUTION AGREEMENT

 

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of July 6, 2012 by and between Superconductor Technologies Inc., a Delaware corporation (“STI”), and Resonant LLC, a California limited liability company (the “Company”).  The transactions contemplated herein are made with reference to the facts and circumstances below.  For ease of reference, capitalized terms used herein without definition have the same meanings as ascribed to them in the Operating Agreement of Resonant LLC dated effective as of May 29, 2012 (the “Operating Agreement”).

 

RECITALS

 

A.                                    The Company was organized on May 29, 2012 by duly filing its Articles of Organization (Form LLC-1) with the Secretary of State of the State of California and is governed by the Operating Agreement.

 

B.                                    STI is (i) the owner of those certain patents and applications, as described on Exhibit A,  together with any related trade secrets, trademarks (including, without limitation, the common law rights to the RcR trademark), copyrights, mask work, design rights, registrations and renewals, recordations, related proprietary information and know-how (collectively, the “Intellectual Property”); (ii) the licensor of certain commercial software programs, as described on Exhibit A (collectively, the “Software”); a party by way of quitclaim to certain proprietary agreements, including, without limitation, the Skyworks Agreement and various nondisclosure agreements, as described on Exhibit A (collectively, the “Proprietary Contracts”), and (iii) the owner of certain equipment related to the Intellectual Property and the Software, as described on Exhibit A (collectively, the “Equipment”).  The Intellectual Property, the Software, the Proprietary Contracts and the Equipment are hereinafter collectively referred to as the “Property.”

 

C.                                    Except as specifically set forth in this Agreement, STI has agreed to contribute its entire interest in the Property in a transaction coming within the purview of Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”) and the corresponding provisions of applicable state income tax laws, and the Company desires to accept from STI, such contribution in exchange for a thirty percent (30%) interest on a fully-diluted basis in the capital and profits of the Company (the “LLC Interest”).

 

D.                                    Accordingly, the parties hereto have entered into this Agreement to memorialize the terms and conditions of STI’s contribution of the Property and such other matters as the parties hereto deem appropriate.

 

AGREEMENT

 

NOW THEREFORE, the parties hereby agree as follows:

 

1.                                      Contribution.

 

(a)         Subject to the terms and conditions of this Agreement, STI hereby assigns, transfers and contributes (the “Contribution”) to the capital of the Company, as of the date hereof, all of its right, title and interest in and to the Property, and the Company hereby accepts said Contribution, and to STI’s actual knowledge such Property is free and clear of any claims, liens, pledges, options, charges, encumbrances, security interests, licenses, transfer restrictions or other rights of third parties, whether voluntarily incurred or arising by operation of law, except for STI’s rights to re-acquire the Property pursuant to the Operating Agreement.

 











 

(b)         It is the intent of the parties to this Agreement that the Contribution not result in the recognition of taxable income under Code Section 721.  Further, the parties acknowledge and agree that no party will take a position inconsistent with such treatment on any tax return filed by such party.

 

(c)          The parties hereto hereby acknowledge and agree that the aggregate fair market value of the Property as of the date hereof is Two Million Four Hundred Thousand Dollars and 00/100 ($2,400,000.00).

 

2.                                      Company Capital Contribution.  The parties hereto hereby acknowledge and agree that the transfer of the Property to the Company by STI as contemplated in Section 1 above is in complete satisfaction of, STI’s initial capital contribution obligation described in Section 3.1(c) of the Operating Agreement.

 

3.                                      Transfer Documents.  Concurrently with and from time to time after the execution of this Agreement, the parties hereto shall execute and deliver such documents as in the reasonable opinion of the Company, its legal counsel and STI,  as may be necessary from time to time to effectuate the consummation of the transactions contemplated by this Agreement.

 

4.                                      Costs and Expenses.  The Company shall pay all of the costs and expenses incurred in connection with the transfer of the Property contemplated herein.

 

5.                                      Transfer “As-Is”.  Except for the express covenants, representations and warranties of the parties contained in this Agreement, the Company is acquiring the Property “AS-IS” without any warranty of STI, express or implied, as to the nature or condition of or title to the Property or its fitness for the Company’s intended use of same.  Nothing set forth in this Agreement shall require or be deemed to require the Company to assume any obligation or liability of the transferors to any third party.  Notwithstanding the foregoing, STI shall not be obligated to transfer all or any portion of the Property if such transfer(s) would cause STI to breach any agreement(s) with any third party.

 

6.                                      Consent.  By execution of this Agreement, STI hereby acknowledges, agrees, approves and consents to the transactions contemplated herein.

 

7.                                      Company’s Covenants, Representations and Warranties.  In consideration of STI entering into this Agreement and as an inducement to such party to transfer and convey the Property to the Company, the Company makes the following representations and warranties, each of which is material and is being relied upon by STI (the continued truth and accuracy of which shall constitute a condition precedent to STI’s obligations hereunder):

 

(a)                                 Authority.  The Company has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by the Company is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein.  This Agreement is the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

 

(b)                                 Condition of Property.  The Company shall rely solely upon its own investigation concerning its intended use of the Property, the Property’s fitness therefor, and the availability of such intended use under applicable statutes, ordinances, and regulations.  The Company further acknowledges STI’s cooperation with the Company in connection with the Company’s due diligence review of the Property and any related documents shall not be construed as any warranty or 

 

2











 

representation, express or implied, of any kind with respect to the Property, or with respect to the accuracy, completeness, or relevancy of any such documents, except as expressly set forth herein.

 

(c)                                  Proceedings.  Except as otherwise previously disclosed to the Company in writing, STI has not received written notice of any actions, suits proceedings or governmental investigations pending or threatened against or affecting the Property or the transactions contemplated hereby;

 

(d)                                 Skyworks.  As of the date hereof, neither the Company nor any of Hammond, Fenzi nor Lingren is aware that Skyworks intends to terminate or effectively abandon the Skyworks Agreement or the project contemplated thereby.

 

(e)                                  Third Party Consents.  No consents or waivers of or by any third party are necessary to permit the consummation by the Company of the transactions contemplated pursuant to this Agreement.

 

8.                                      Reservation of Irrevocable License for Use of Intellectual Property and Software.  Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that STI hereby reserves a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license in and to the Intellectual Property and Software (the “STI License”) under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein to make, use, sell, offer for sale, import, copy, modify, create derivative works based upon, distribute, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such rights, for STI’s current business and products that are not competitive to the Company’s business as currently contemplated (but specifically excluding any new products for the wireless business).  For purposes of clarification, the parties acknowledge and agree that the forgoing STI License does not include any rights to use the Intellectual Property or Software for any RF acoustic wave filter technology applications; provided, such applications shall remain the exclusive domain of the Company for so long as the Company owns the Intellectual Property and Software.  The Company shall reasonably take all requested actions and execute all requested documents (including entry into any licenses or assignments) at the Company’s expense (but without further remuneration) to assist STI in validating, maintaining, protecting, enforcing, and perfecting the STI License.  If STI is unable for any reason to secure written consent from the Company on any document for this purpose, then the Company irrevocably designates and appoints STI and its duly authorized officers and agents as the Company’s agent and attorney-in-fact, to act for and in the Company’s behalf and stead to execute any reasonably necessary documents and to do all other lawfully permitted acts in connection with the foregoing.

 

9.                                      License for Use of Licensed Property.  STI hereby grants the Company a revocable non-exclusive license to use that certain portion of STI’s office space, workbenches and equipment (collectively, the “Licensed Property”) located in Santa Barbara, California, as is reasonably necessary for the Company to conduct its day-to-day business activities for a term beginning on July 6, 2012 and ending thirty days following the date of the closing of the Qualified Equity Financing (as defined in the Operating Agreement).  The grant of license under this Section 9 is hereby made on a royalty-free basis; provided, however, that such grant of license shall not interfere with STI’s business activities nor require STI to continue or renew the grant of license beyond the term stated herein; provided, further, that the grant of license hereunder shall be at the sole and exclusive risk of the Company, that STI shall have no liability for any loss of or damage to person or property of any user or any person or entity claiming through any use of the Licensed Property and that the Company waives any and all claims against STI for loss or damage to person or property arising out of the use of the Licensed Property.

 

3











 

10.                               Third Party Consent.  STI shall have no obligation to obtain the consent or waiver of or by any third party as may be necessary to permit the consummation of the transactions contemplated pursuant to this Agreement, and STI is not currently aware of any such third party consent requirements.  If STI is unable to obtain such third party consent or waiver as of the date hereof and STI reasonably determines that in the absence of such third party consent or waiver, STI and/or its affiliates would incur any liability or breach any agreement, then this Agreement shall not constitute a transfer or assignment of the affected Property, and STI shall have no obligation to contribute to the Company the affected Property.

 

11.                               Notices.  All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or sent by facsimile and shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, or (c) if given by facsimile, when sent.  Any notice, request, demand, direction or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered in accordance with the foregoing.

 

To STI:                                                                                                                                                                              Superconductor Technologies Inc.
 9101 Wall Street, Suite 1300
 Austin, TX 78754
 Attn: Jeff Quiram, Chief Executive Office
 Facsimile No.:  (805) 967-0342

 

To Company:                                                                                                                                            460 Ward Drive 

Santa Barbara, CA 93111
 Attn.: Board of Managers
 Facsimile No.:  (805) 967-0342

 

Notice of change of address shall be given by written notice in the manner detailed in this Section 9.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

 

12.                               Legal Fees.  In the event of the bringing of any action or suit by a party hereby against another party hereunder arising out of this Agreement or the transaction described herein, then in that event, the prevailing party in such action or dispute, whether by final judgment, or out of court settlement shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual attorneys’ fees.

 

13.                               Miscellaneous.  Each party hereto agrees to perform any further acts, and to execute and deliver (with acknowledgement, verification and/or affidavit, if required) any further documents and instruments at their own expense, including, without limitation, patent assignments and related customary filings with the United States Patent and Trademark Office, as may be reasonably necessary or desirable to implement and/or accomplish the transactions contemplated herein.  This Agreement contains and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and this Agreement may not be modified, amended or otherwise changed in any manner without the prior written consent of all parties hereto.  The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California.  All exhibits attached hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  This Agreement may be executed in 

 

4











 

one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[signature pages to follow]

 

5











 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

 

	
“STI”
    	
Superconductor Technologies Inc., a Delaware corporation
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Quiram
    
	
 
    	
 
    	
Jeff Quiram
    
	
 
    	
 
    	
Its: Chief Executive Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
“Company”
    	
Resonant LLC, a California limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Quiram
    
	
 
    	
 
    	
Jeff Quiram
    
	
 
    	
 
    	
Its: Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert B. Hammond
    
	
 
    	
 
    	
Robert B. Hammond, Ph.D.
    
	
 
    	
 
    	
Its: Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Terry Lingren
    
	
 
    	
 
    	
Terry Lingren
    
	
 
    	
 
    	
Its: Manager
    


 

6











 

Execution Copy

 

EXHIBIT A

 

DESCRIPTION OF PROPERTY

 













 

Proposed Resonant Issued US Patents

 

	
Patent No
    	
 
    	
Short Title
    	
 
    	
Title
    	
 
    	
Category
    	
 
    	
1st Inventor
    	
 
    	
Country
    	
 
    	
Status
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
8,063,714
    	
 
    	
FIN2   CONT 2
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
SAW
    	
 
    	
Tsuzuki
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7,924,114
    	
 
    	
Optimized   Res Order for BRF
    	
 
    	
Electrical   Filters with Improved Intermodulation Distortion
    	
 
    	
SAW
    	
 
    	
Tsuzuki
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7,863,999
    	
 
    	
FIN2   CONT
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
SAW
    	
 
    	
Tsuzuki
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7,719,382
    	
 
    	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
SAW
    	
 
    	
Tsuzuki
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7,639,101
    	
 
    	
FIN2   (FIN1 CIP)
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
SAW
    	
 
    	
Tsuzuki
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7,071,797
    	
 
    	
Large   1st Resonator
    	
 
    	
Method and   Apparatus for Minimizing Intermodulation With an Asymmetric Resonator
    	
 
    	
SAW
    	
 
    	
Ye
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6,788,175
    	
 
    	
MEMS   Anchors
    	
 
    	
Anchors   for Micro-Electro-Mechanical Systems (MEMS) Devices
    	
 
    	
SAW
    	
 
    	
Prophet
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6,700,459
    	
 
    	
Dual   Mode Resonator
    	
 
    	
Dual-Mode   Bandpass Filter with Direct Capacitive Couplings and Far-field Suppression   Structures
    	
 
    	
SAW
    	
 
    	
Raihn
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6,662,029
    	
 
    	
Eden   Tunable Filter 2
    	
 
    	
High   Temperature Superconducting Tunable Filter with an Adjustable Capacitance Gap
    	
 
    	
SAW
    	
 
    	
Eden
    	
 
    	
US
    	
 
    	
issued
    
	
6,633,208
    	
 
    	
Large   1st Resonator
    	
 
    	
Filter   with Improved Intermodulation Distortion Characteristics and Method of Making   the Improved Filter
    	
 
    	
SAW
    	
 
    	
Salkola
    	
 
    	
US
    	
 
    	
issued
    
	
6,026,311
    	
 
    	
SISO
    	
 
    	
High   Temperature Superconducting Structures and Methods for High Q, Reduced   Intermodulation Resonators and Filters
    	
 
    	
SAW
    	
 
    	
Willemsen
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5,618,777
    	
 
    	
Lumped   Element Filter
    	
 
    	
High   Temperature Superconductor Lumped Elements and Circuit Therefrom
    	
 
    	
SAW
    	
 
    	
Hey-Shipton
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5,616,539
    	
 
    	
Lumped   Element Filter
    	
 
    	
High   Temperature Superconductor Lumped Element Band-Reject Filters
    	
 
    	
SAW
    	
 
    	
Hey-Shipton
    	
 
    	
US
    	
 
    	
issued
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5,488,382
    	
 
    	
LNA
    	
 
    	
Low   Noise Amplifier
    	
 
    	
SAW
    	
 
    	
Fenzi
    	
 
    	
US
    	
 
    	
issued
    


 

 

 

STI and Resonant Propriety

3/19/2014

 













 

Proposed Resonant US Pending

 

	
Short Title
    	
 
    	
Title
    	
 
    	
1st Inventor
    	
 
    	
Filing Date
    	
 
    	
Serial No
    	
 
    	
Country
    	
 
    	
Status
    	
 
    	
Category
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN2 CONT 3
    	
 
    	
Low-Loss Tunable Filter Radio   Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
10/26/2011
    	
 
    	
13/282,289
    	
 
    	
US
    	
 
    	
pending
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mixed Res Filter
    	
 
    	
Mixed Resonator Monolithic   Band-Pass Filter with Enhanced Rejection
    	
 
    	
Raihn
    	
 
    	
4/25/2011
    	
 
    	
13/093,539
    	
 
    	
US
    	
 
    	
published
    	
 
    	
SAW
    


 













 

Proposed Resonant Foreign Pending

 

	
Short Title
    	
 
    	
Title
    	
 
    	
1st Inventor
    	
 
    	
Filing Date
    	
 
    	
Serial No
    	
 
    	
Country
    	
 
    	
Status
    	
 
    	
Category
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
5/19/2008
    	
 
    	
200680043126.0
    	
 
    	
CN
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
5/13/2008
    	
 
    	
06848738.8
    	
 
    	
EP
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
3/3/2009
    	
 
    	
09100919.9
    	
 
    	
HK
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
5/13/2008
    	
 
    	
2008-541492
    	
 
    	
JP
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN2   (FIN1 CIP)
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
12/28/2009
    	
 
    	
PCT/US08/68677
    	
 
    	
CN
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN2   (FIN1 CIP)
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
12/16/2009
    	
 
    	
08781133.7
    	
 
    	
EP
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN2   (FIN1 CIP)
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
12/21/2009
    	
 
    	
2010-515202
    	
 
    	
JP
    	
 
    	
published
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
5/16/2008
    	
 
    	
1993/KOLNP/2008
    	
 
    	
IN
    	
 
    	
pending
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN   Reconfigurable Filter
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
5/16/2008
    	
 
    	
10-2008-7011853
    	
 
    	
KS
    	
 
    	
pending
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN2   (FIN1 CIP)
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
12/21/2009
    	
 
    	
4421/KOLNP/2009
    	
 
    	
IN
    	
 
    	
pending
    	
 
    	
SAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FIN2   (FIN1 CIP)
    	
 
    	
Low-Loss   Tunable Filter Radio Frequency Filter
    	
 
    	
Tsuzuki
    	
 
    	
1/26/2010
    	
 
    	
10-2010-7001819
    	
 
    	
KS
    	
 
    	
pending
    	
 
    	
SAW
    


 













 

Schedule B - Equipment and Software

 

	
 
    	
 
    	
Fair Market Price
   for each,
   refurbished with
   warranty
    	
 
    	
Qty
    	
 
    	
Total cost
   estimate “as is”
    	
 
    	
Description
    	
 
    	
OEM SN
    	
 
    	
STI asset #
    	
 
    	
Location
    	
 
    	
Comments
    
	
Software   Licences
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*ADS core Floating single site
    	
 
    	
498468
    	
 
    	
 
    	
 
    	
license file server
    	
 
    	
W2200BP
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*ADS with Momentum Circuit Designer
    	
 
    	
498465
    	
 
    	
 
    	
 
    	
license file server
    	
 
    	
E8919L
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*ADS with Momentum Circuit Designer
    	
 
    	
498466
    	
 
    	
 
    	
 
    	
license file server
    	
 
    	
E8919L
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*ADS Momentum Optimization
    	
 
    	
498467
    	
 
    	
 
    	
 
    	
license file server
    	
 
    	
E8925L
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*MatLab
    	
 
    	
78701
    	
 
    	
 
    	
 
    	
Individual
    	
 
    	
 
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*MatLab
    	
 
    	
190445
    	
 
    	
 
    	
 
    	
Individual
    	
 
    	
 
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*MatLab
    	
 
    	
349268
    	
 
    	
 
    	
 
    	
Individual
    	
 
    	
 
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*MatLab
    	
 
    	
360230
    	
 
    	
 
    	
 
    	
Individual
    	
 
    	
 
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
*EM by Sonnet (3 seats)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Sonnet-7 computer
    	
 
    	
 
    
	
 
    	
 
    	
0
    	
 
    	
1
    	
 
    	
-    
    	
 
    	
Nodal
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
STI written software circa 2000
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Computer   hardware
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
1,000
    	
 
    	
1
    	
 
    	
$
    	
500
    	
 
    	
Bob Hammond laptop
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
500
    	
 
    	
1
    	
 
    	
$
    	
250
    	
 
    	
Neal Fenzi Laptop
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
computer room 
    	
 
    	
Sonnet (lic server), MatLab-7,   Limerick, Chunky, Sonnet-7, 
    
	
 
    	
 
    	
$
    	
300
    	
 
    	
8
    	
 
    	
$
    	
1,200
    	
 
    	
old workstation computers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
(skylight room)
    	
 
    	
Kraihn-7-64, Mac Pro vista, Mac Pro   64
    
	
 
    	
 
    	
$
    	
50
    	
 
    	
5
    	
 
    	
$
    	
125
    	
 
    	
~10 yr old computers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
clean room
    	
 
    	
for FEMSAW
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RF   Equipment
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
market price from ebay buy it now (reference)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
OEM model number
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5,000
    	
 
    	
$
    	
5,000
    	
 
    	
1
    	
 
    	
$
    	
2,500
    	
 
    	
Freq source
    	
 
    	
E4421B; 1E5, UNB
    	
 
    	
241
    	
 
    	
Cleanroom
    	
 
    	
 
    
	
40,000
    	
 
    	
$
    	
40,000
    	
 
    	
1
    	
 
    	
$
    	
20,000
    	
 
    	
Spectrum ana
    	
 
    	
8564EC; 001, 005, 006, 008
    	
 
    	
253
    	
 
    	
Cleanroom
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
2,000
    	
 
    	
1
    	
 
    	
$
    	
1,000
    	
 
    	
Temp test oven
    	
 
    	
Blue M
    	
 
    	
519
    	
 
    	
warehouse
    	
 
    	
 
    
	
4,000
    	
 
    	
$
    	
4,000
    	
 
    	
1
    	
 
    	
$
    	
2,000
    	
 
    	
Power Meters , Sensors, &   Cables
    	
 
    	
4418B
    	
 
    	
319
    	
 
    	
cleanroom
    	
 
    	
 
    
	
1,000
    	
 
    	
$
    	
1,000
    	
 
    	
2
    	
 
    	
$
    	
1,000
    	
 
    	
Power sensor and cable
    	
 
    	
E9301A
    	
 
    	
338, 414
    	
 
    	
cleanroom
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
200
    	
 
    	
$
    	
200
    	
 
    	
1
    	
 
    	
$
    	
100
    	
 
    	
temperature controlled stage for   thermal testing
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Cleanroom
    	
 
    	
 
    
	
800
    	
 
    	
$
    	
800
    	
 
    	
1
    	
 
    	
$
    	
400
    	
 
    	
Cal Kit for VNA
    	
 
    	
HP Type N
    	
 
    	
372
    	
 
    	
warehouse
    	
 
    	
 
    
	
900
    	
 
    	
$
    	
900
    	
 
    	
1
    	
 
    	
$
    	
450
    	
 
    	
Cal Kit for VNA
    	
 
    	
3.5mm cal kit
    	
 
    	
none
    	
 
    	
screen room
    	
 
    	
 
    
	
5,000
    	
 
    	
$
    	
5,000
    	
 
    	
1
    	
 
    	
$
    	
2,500
    	
 
    	
Freq source
    	
 
    	
E4425B; UNB
    	
 
    	
407
    	
 
    	
Cleanroom
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
15,000
    	
 
    	
1
    	
 
    	
$
    	
7,500
    	
 
    	
probe station & probes   (with vac pump)
    	
 
    	
Mech-El 907 & probes
    	
 
    	
446
    	
 
    	
Cleanroom
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
4,000
    	
 
    	
1
    	
 
    	
$
    	
2,000
    	
 
    	
Wire bonder
    	
 
    	
Hybond 572-40
    	
 
    	
448
    	
 
    	
warehouse
    	
 
    	
 
    
	
13,000
    	
 
    	
$
    	
-
    	
 
    	
-
    	
 
    	
$
    	
-    
    	
 
    	
Network ana
    	
 
    	
8753ES; 006, 010, 1D5
    	
 
    	
404
    	
 
    	
Cleanroom
    	
 
    	
replace with PNA (does not go with   Resonant)
    
	
37,000
    	
 
    	
$
    	
37,000
    	
 
    	
1
    	
 
    	
$
    	
18,500
    	
 
    	
9GHz PNA
    	
 
    	
Agilent N3383A
    	
 
    	
 
    	
 
    	
warehouse
    	
 
    	
wider freq range, network and USB   capable
    
	
 
    	
 
    	
$
    	
5,000
    	
 
    	
1
    	
 
    	
$
    	
2,500
    	
 
    	
microscope
    	
 
    	
 
    	
 
    	
1321
    	
 
    	
Cleanroom
    	
 
    	
from cryocable assy (Victor says   ok)
    
	
 
    	
 
    	
$
    	
500
    	
 
    	
2
    	
 
    	
$
    	
1,000
    	
 
    	
DC power supply
    	
 
    	
722010 Teama
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
50
    	
 
    	
2
    	
 
    	
$
    	
100
    	
 
    	
dry boxes
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
100
    	
 
    	
4
    	
 
    	
$
    	
400
    	
 
    	
Lab benches, chairs
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
9,000
    	
 
    	
$
    	
-
    	
 
    	
-
    	
 
    	
$
    	
-    
    	
 
    	
High power Microscope
    	
 
    	
 
    	
 
    	
 
    	
 
    	
class 100 clean room
    	
 
    	
Needed for HTS filter production   (does not go with Resonant)
    
	
 
    	
 
    	
$
    	
50
    	
 
    	
4
    	
 
    	
$
    	
100
    	
 
    	
amplifiers
    	
 
    	
 
    	
 
    	
419,421,415,460
    	
 
    	
Cleanroom
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
100
    	
 
    	
misc equipment (cables, connectors   and components) stored in RF Screen room to be dispositioned, either   transferred to Resonant or discarded
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
64,225
    	
 
    	
TOTAL
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Notes:
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
* Software licenses are not   sellable so have no cash value, but can be transferred to a spin-out.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
STI Filter Production is ok after   letting the ADS and EM software licenses go with Resonant; but this means STI   will not have the software to design new HTS filters.