UNITED STATES


WILLIAM
MARSH RICE UNIVERSITY


SPONSORED
RESEARCH AGREEMENT


Agreement
No.___________


THIS SPONSORED RESEARCH
AGREEMENT, dated as of _September 1st, 2009__ (“Agreement”), is made and entered into by and between __Natcore
Technology, Inc.__ with a principal address at __47 Club Way Red Bank,
NJ 07701___, (“Sponsor”), and William Marsh Rice University, a Texas non-profit
corporation, with a principal address at
6100 Main Street, Houston, TX 77005 (“Rice”), with reference to the following:


	
  

 	
  

 
	
 A.

 	
 Sponsor is interested
 in scientific research related to __quantum dot containing thin films__, (“Research Area”), and Rice has certain faculty,
 students, and postdoctoral and staff scientists with knowledge and
 experience in substantive fields related to the Research Area.

 
	
  

 	
  

 
	
 B.

 	
 The
 research project contemplated by this Agreement is of mutual interest to
 Sponsor and Rice, and furthers
 Rice’s educational, scholarship and research objectives as an institution of
 higher education.

 
	
  

 	
  

 
	
 C.

 	
 Sponsor
 desires to fund and support, and Rice desires to conduct, the research
 project contemplated by this Agreement subject to the provisions set
 forth herein.

 


NOW,
THEREFORE, in consideration of the foregoing, the provisions set forth herein
and the mutual benefits to be
derived herefrom, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Sponsor and Rice agree
as follows:


SECTION 1. DEFINITIONS


	
  

 	
  

 
	
 1.1

 	
 “Project
 Period” shall mean the period commencing as of __September 1st,
 2009__, and ending on __August 31,
 2010__. The Project Period may be extended by written agreement of duly
 authorized representatives of Sponsor and Rice.

 
	
  

 	
  

 
	
 1.2

 	
 “Intellectual
 Property” shall mean all patentable inventions, discoveries, software,
 formulae, processes, methods, techniques, data, and databases.

 
	
  

 	
  

 
	
 1.3

 	
 “Intellectual Property
 Protections” shall mean the registration, application, filing, prosecution or
 maintenance of a patent, copyright, or other protective measure for
 Intellectual Property.

 
	
  

 	
  

 
	
 1.4

 	
 “Research
 Project” shall mean the research project and deliverables pertaining to the
 Research Area as described in Exhibit A.

 
	
  

 	
  

 
	
 1.5

 	
 “Principal
 Investigator” shall mean _Professor Andrew R. Barron_. The Principal
 Investigator shall conduct, supervise and direct the Research Project.
 Principal Investigator shall not be changed without
 the prior written consent of Sponsor and Rice. The Principal Investigator is
 not authorized to amend or modify this Agreement. Any such amendments
 or modifications must be approved by Rice’s Office of Sponsored Research.

 


1









	
  

 	
  

 
	
 1.6

 	
 “Project
 Funds” shall mean those funds to be paid by Sponsor to Rice for the Research
 Project in the amount of _one
 hundred thousand_ dollars ($___100,000___.) as set forth in the budget
 attached as Exhibit B.

 
	
  

 	
  

 
	
 1.7

 	
 “Project
 Team” shall mean the Principal Investigator and any faculty, staff, or
 students supported by the Project Funds.

 
	
  

 	
  

 
	
 1.8

 	
 “Field of Use” shall
 mean ___________.

 


SECTION 2. PROJECT FUNDS


	
  

 	
  

 	
  

 
	
 2.1

 	
 Sponsor
 shall pay Rice the Project Funds for direct and indirect costs incurred in
 the conduct of the Research Project. Sponsor acknowledges that this
 amount is a good faith estimate only and not a guarantee of the cost to
 conduct the Research Project. Rice shall promptly notify Sponsor of any anticipated funding deficiencies, including an
 estimate of the additional funds required. Sponsor may, in its discretion, provide Rice all or part of
 such additional funds. In no event shall Rice be obligated to incur
 costs in excess of the Project Funds paid by Sponsor to Rice.

 
	
  

 	
  

 
	
 2.2

 	
 Sponsor shall make an
 advance payment of the Project Funds upon execution of this Agreement and
 receipt of invoice from Rice. Invoices shall be sent to:

 
	
  

 	
  

 
	
  

 	
  

 	
 Natcore Technology, Inc.

 
	
  

 	
  

 	
 47 Club Way

 
	
  

 	
  

 	
 Red Bank, NJ 07701

 
	
  

 	
  

 	
  

 
	
  

 	
 All payments shall be in U.S.
 dollars and made by check payable to the order of William Marsh Rice University
 and delivered to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 William Marsh Rice University

 
	
  

 	
  

 	
 Research Accounting, MS-74

 
	
  

 	
  

 	
 6100 Main Street

 
	
  

 	
  

 	
 Houston, TX 77005

 
	
  

 	
  

 	
  

 
	
  

 	
 Commencement of the Project is
 contingent upon the timely receipt of the foregoing advance payment of
 the Project Funds.

 
	
  

 	
  

 
	
 2.3

 	
 Rice
 shall account for, and maintain records of, direct and indirect costs
 incurred in the conduct of the Research
 Project in accordance with Rice’s standard policies and practices. Such
 records shall be made available
 for Sponsor’s review during Rice’s normal business hours upon reasonable
 prior notice, but not more frequently than once a year.

 
	



SECTION 3. PUBLICATIONS AND PRESENTATIONS; OTHER RESEARCH
RIGHTS; NAME AND LOGO USE


	
  

 	
  

 
	
 3.1

 	
 Publications
 and Presentations.
 Sponsor acknowledges that Rice, the Principal Investigator and the other Project Team members shall have the right
 to publish or otherwise publicly disclose at academic and professional
 conferences and other meetings the results of the Research Project, subject
 to the

 


2









	
  

 	
  

 
	
  

 	
 following limitations.
 A draft copy of the proposed publication or public presentation (except for student theses and dissertations) shall be
 provided to Sponsor for its review at least 30 days prior to submission for
 publication or public presentation. During such 30 day period, Sponsor may
 request that Rice delay the
 proposed publication or public presentation for up to an additional 30 days
 to allow for patent or copyright filings or other matters related to
 the protection of Intellectual Property. In addition, Sponsor may suggest
 changes to the proposed publication or public presentation, but the author shall retain final authority; provided,
 however, that the author shall be obligated to remove any confidential
 information furnished by Sponsor pursuant to the non-disclosure agreement as
 contemplated below. Notwithstanding anything in this Agreement to the
 contrary, copyrights in publications, public presentations and other
 scholarly writings shall be owned by their respective authors.

 
	
  

 	
  

 
	
 3.2

 	
 Other
 Research Rights. Sponsor
 acknowledges that this Agreement shall not be construed to limit the freedom
 of Rice, the Principal Investigator or the Project Team members to engage in
 any other research. Notwithstanding any
 license that may be granted to Sponsor with respect to the Intellectual Property
 owned by Rice resulting from the Research Project, Rice shall retain an
 irrevocable worldwide right to use such Intellectual
 Property on a non-exclusive royalty-free basis for research and education purposes, including collaborations
 with other researchers. Rice shall further retain the right to publish
 and disclose any results of such other research.

 
	
  

 	
  

 
	
 3.3

 	
 Name
 and Logo Use. Neither
 Sponsor nor Rice shall use the other party’s name, trademarks or other logos,
 or the names of any individuals involved in the Research Project, including,
 but not limited to, the Principal Investigator and the other Project
 Team members, in any publication or public presentation
 without the prior written consent of such other party. The foregoing
 restriction shall not apply to the
 inclusion of an acknowledgment of Sponsor’s funding of the Research Project
 in any such publication or public
 presentation. Notwithstanding the above, each party has the right to post on
 their websites that an award to Rice has been made and include a short
 public abstract.

 


SECTION 4. INTELLECTUAL PROPERTY


	
  

 	
  

 
	
 4.1

 	
 Any
 Intellectual Property invented, reduced to practice, created, or developed
 solely by Rice under this Agreement shall be owned by Rice (“Rice
 Intellectual Property”).

 
	
  

 	
  

 
	
 4.2

 	
 Any
 Intellectual Property invented, reduced to practice, created, or developed
 solely by Sponsor under this Agreement shall be owned by Sponsor
 (“Sponsor Intellectual Property”).

 
	
  

 	
  

 
	
 4.3

 	
 Any Intellectual
 Property invented, reduced to practice, created, or developed jointly by Rice
 and Sponsor under this Agreement shall be owned jointly by Rice and Sponsor
 (“Joint Intellectual Property”).

 
	
  

 	
  

 
	
 4.4

 	
 Invention
 Disclosures. Rice will
 notify Sponsor, in confidence and in writing (“Notification”), of any Intellectual
 Property resulting from the Research Project reported to Rice pursuant to
 Rice’s Intellectual Property Policy then
 in effect (“Disclosure”). Notification shall be made by Rice within sixty
 (60) days of receipt of Disclosure. Intellectual Property Disclosures made by
 Rice pursuant to this section, and any related discussions between
 Sponsor and Rice shall be kept confidential by Sponsor, and shall not be
 further disclosed or used by Sponsor in any manner inconsistent with the
 provisions of this Agreement. Upon receipt of Disclosure, Sponsor may request
 (under either licensing option) that Rice
 pursue Intellectual Property Protections in a particular country at Sponsor’s
 expense.

 


3









	
  

 	
  

 
	
 4.5

 	
 Joint
 Intellectual Property.
 In the event that either party desires to obtain any Intellectual Property Protections concerning Joint Intellectual
 Property, such party will notify the other party and the parties shall
 mutually agree upon patent strategy and cost allocation. Each party agrees to
 execute documentation necessary in connection therewith. Title to all patents
 issued on Joint Intellectual Property
 shall be joint and each party shall have the right to license such Joint
 Intellectual Property to third parties, with the right to sublicense
 thereunder, without accounting to the other and without seeking the consent of the other. In the event
 that consent by each joint owner is necessary for either joint owner to non-exclusively license the Joint
 Intellectual Property, the parties hereby consent to the other party’s
 grant of one or more licenses under the Joint Intellectual Property to third
 parties and shall execute any document or do any other reasonable act deemed
 necessary to evidence such consent.

 


SECTION 5. LICENSING OPTIONS


	
  

 	
  

 
	
 5.1

 	
 Sponsor’s
 Evaluation of Rice’s Intellectual Property. Intellectual Property owned by Rice resulting from the Research Project disclosed by Rice to
 Sponsor may be used by Sponsor on a non-exclusive royalty-free basis, solely for internal
 research purposes to evaluate whether or not Sponsor is interested in
 licensing the technology from Rice.

 
	
  

 	
  

 
	
 5.2

 	
 License Options.
 Within sixty (60) days after Notification to Sponsor by Rice of a Disclosure,
 Sponsor may request (1) a non-exclusive,
 non-transferable, limited term, royalty-bearing license, or (2) an
 exclusive, non-transferable, limited-term, royalty-bearing license, to Rice
 Intellectual Property and/or Rice’s ownership
 in Joint Intellectual Property in the Field of Use (“Option Period”);
 however, neither option shall be
 available to Sponsor if Sponsor is in breach of this Agreement, if Sponsor or
 any of Sponsor’s affiliates,
 parents or subsidiaries are in breach of any license agreement with Rice, or if this Agreement has been terminated because of
 a breach by Sponsor. The license will be to make, have made, use, import, lease, sell, or
 otherwise dispose of products and/or services (a) in the United States and/or any other country for which
 Sponsor alone or Sponsor and Rice jointly choose to obtain Intellectual
 Property Protections and (b) in the Field of Use which embodies some or all
 of such Intellectual Property covered by
 the Disclosure. Sponsor agrees to demonstrate reasonable efforts to commercialize such Intellectual Property. The
 license shall be based on mutually-agreeable economic conditions and in
 accordance with standard Rice terms and conditions. Sponsor shall have ninety
 (90) days from the date of written notification to Rice of its
 intention to license the Rice Intellectual Property to negotiate a license
 agreement with Rice (“Negotiation Period”). Sponsor agrees to reimburse Rice for all Intellectual Property
 Protection costs and related expenses during the Option and
 Negotiation Periods. After expiration of the Negotiation Period, Sponsor
 shall have no further rights to Rice Intellectual Property. Such Negotiation
 Period, however, may be extended by the mutual consent of both parties.

 
	
  

 	
  

 
	
 5.3

 	
 Rice’s Research License.
 Rice will have a non-exclusive, non-transferable, non-royalty bearing license to use and make derivative works of all
 Sponsor Intellectual Property solely for the purpose of fulfilling its
 obligations to complete the Research Project.

 






	
  

 	
  

 
	
 SECTION 6.

 	
 DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION; INDEMNIFICATION;
 EXPORT COMPLIANCE

 


4









	
  

 	
  

 
	
 6.1

 	
 Disclaimer
 of Warranties. Notwithstanding anything in this Agreement
 to the contrary, Rice makes no
 representations or warranties of any kind, express or implied, concerning the
 results of the Research Project or any related Intellectual Property,
 including, but not limited to, representations and warranties as to
 non-infringement, merchantability and fitness for any particular purpose.

 
	
  

 	
  

 
	
 6.2

 	
 Liability Limitation. Neither Sponsor nor Rice shall be liable for
 any incidental, consequential, special
 or other economic damages, such as loss of anticipated business or profits,
 suffered by the other party in connection with this Agreement, the
 Research Project or any related Intellectual Property, including, but not
 limited to, any use or commercialization thereof.

 
	
  

 	
  

 
	
 6.3

 	
 Indemnification.
 Notwithstanding anything in this Agreement to the contrary, Sponsor shall
 indemnify, hold harmless and defend Rice (including, but not limited to, its
 trustees, officers, employees, agents and
 representatives, the Principal Investigator and the other Project Team members) for, from and against any and all
 demands, claims, causes of action, damages, losses, liabilities, costs
 and expenses (including, but not limited to, attorney’s fees and court
 costs), related to any property damage or
 loss, bodily injury or death, directly or indirectly arising as a result of or in connection with Sponsor’s use
 or commercialization of the results of the Research Project or any related Intellectual Property,
 whether arising at law or in equity, and whether under contract, tort
 or strict liability principles. Sponsor’s defense obligations shall be with
 attorneys approved by Rice, which approval shall not be unreasonably
 withheld.

 
	
  

 	
  

 
	
 6.4

 	
 Sponsor’s
 Export Compliance. All
 rights granted to Sponsor in connection with this Agreement, the Research
 Project and the Intellectual Property resulting from the Research Project are
 subject to compliance with U.S. laws and
 regulations controlling the export of technical data, computer software,
 laboratory prototypes and other commodities. Sponsor shall not, directly or
 indirectly, export any such controlled
 commodities in connection with this Agreement, the Research Project or the
 Intellectual Property resulting from the Research Project, unless the
 required authorization and/or license is obtained
 from the proper governmental authorities prior to export. By granting Sponsor
 rights in this Agreement, the Research Project and the Intellectual
 Property resulting from the Research Project, Rice does not represent that an
 export authorization and/or license will not be necessary or, if necessary,
 that such authorization and/or license will be granted.

 


SECTION 7. SPONSOR’S CONFIDENTIAL PROPRIETARY INFORMATION


Sponsor’s Confidential
Proprietary Information. Sponsor does not intend to disclose
any of its confidential proprietary
information to Rice. In the event it becomes necessary for Sponsor to furnish
any of its confidential proprietary
information to Rice for purposes of the Research Project, Sponsor may request
that the Principal Investigator and
the other Project Team members individually execute appropriate non-disclosure
agreements with Sponsor.
Notwithstanding the foregoing, Sponsor shall not disclose to Rice, the
Principal Investigator or the other Project Team members, any
information subject to U.S. export laws or regulations. Sponsor acknowledges that Rice shall not be obligated to
accept any confidential proprietary information from Sponsor, and Rice
shall not bear any institutional responsibility with respect to any such
information provided by Sponsor.


5






SECTION 8. TERMINATION; ACTIONS UPON TERMINATION; SURVIVAL OF
OBLIGATIONS


	
  

 	
  

 	
  

 
	
 8.1

 	
 Termination.
 This Agreement may be terminated prior to the expiration of the Project
 Period as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 By written agreement of
 the parties, effective upon the date set forth in such agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 By either Sponsor or
 Rice in the event the other party fails to cure any material breach of this
 Agreement within 30 days after receipt of written notice of such breach from
 the terminating party, effective upon
 receipt of written notice from the terminating party, after the expiration of
 the 30 day cure period; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 By
 either Sponsor or Rice in the event the Principal Investigator is no longer
 able to conduct the Research Project on behalf of Rice, effective upon
 receipt of written notice from the terminating party.

 
	
  

 	
  

 	
  

 
	
 8.2

 	
 Actions
 upon Termination. Upon
 any expiration or termination of this Agreement:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Sponsor
 shall not be obligated to make any further payments of Project Funds to Rice
 pursuant to Exhibit B;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Rice shall be entitled
 to retain any prior payments of Project Funds by Sponsor for direct and
 indirect costs incurred in connection with the Research Project prior to
 termination of this Agreement, including
 non-cancelable commitments for property or services, such as student or postdoctoral
 support;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Rice shall deliver to
 Sponsor within 90 days after termination of this Agreement a final accounting
 report of all Project Funds received and direct and indirect costs incurred
 in connection with the Research,
 including non-cancelable commitments for property or services, such as
 student or postdoctoral support; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Rice
 shall return to Sponsor any excess Project Funds indicated in such final
 accounting report within 30 days after delivery of such report to
 Sponsor.

 
	
  

 	
  

 	
  

 
	
 8.3

 	
 Survival
 of Obligations.
 Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.2, 3.3, 4, 5 and 6 shall survive
 any expiration or termination of this Agreement, and each party shall remain obligated under any other
 provisions that expressly or by their nature survive any expiration or
 termination of this Agreement.

 


SECTION 9. NOTICES


Any notice or other
communication of the parties required or permitted to be given or made under
this Agreement shall be in writing and be deemed effective upon receipt if
delivered personally, by reputable courier,
by facsimile or electronic transmission, or by certified registered mail,
postage prepaid, return receipt requested, addressed to the other party
as follows (or as changed by written notice pursuant to Section 9):


6









	
  

 	
  

 	
  

 
	
 Sponsor

 	
  

 	
 Rice

 
	 

 	
  

 	 

 
	
 Contractual and Administrative:

 	
  

 	
 Contractual and Administrative:

 
	
 Charles Provini

 	
  

 	
  

 
	
 Natcore Technology, Inc.

 	
  

 	
 Office of Sponsored Research

 
	
 47 Club Way

 	
  

 	
 Rice University

 
	
 Red Bank, NJ 07701

 	
  

 	
 6100 Main Street, MS-16

 
	
  

 	
  

 	
 Houston, TX 77005

 
	
 Phone: 732-530-6737

 	
  

 	
 Phone: 713.348.

 
	
 Email: info@natcoresolar.com

 	
  

 	
 Email: @rice.edu

 
	
  

 	
  

 	
  

 
	
 Technical:

 	
  

 	
 Technical

 
	
 Charles Provini

 	
  

 	
  

 
	
 Natcore Technology, Inc.

 	
  

 	
 Department of

 
	
 47 Club Way

 	
  

 	
 Rice University

 
	
 Red Bank, NJ 07701

 	
  

 	
 6100 Main Street, MS-

 
	
  

 	
  

 	
 Houston, TX 77005

 
	
 Phone: 732-530-6737

 	
  

 	
 Phone: 713.348.

 
	
 Email: info@natcoresolar.com

 	
  

 	
 Email:

 



SECTION 10. MISCELLANEOUS


	
  

 	
  

 
	
 10.1

 	
 Power and Authority;
 Due Authorization; No Conflict; Enforceability; Binding Effect.
 Each party represents and warrants to the
 other party that (i) such party has the power and authority to execute, deliver and perform its obligations under this
 Agreement, (ii) the execution, delivery and performance of this Agreement have been duly authorized by
 such party and does not and shall not conflict with any agreement or instrument to which it is
 bound, (iii) this Agreement constitutes the legal, valid and binding
 obligation of such party, enforceable against it in accordance with its
 terms, and (iv) this Agreement, and the interests, rights, duties and
 obligations hereunder, shall be binding upon, and inure to the benefit of,
 the parties and their respective successors and permitted assigns.

 
	
  

 	
  

 
	
 10.2

 	
 Entire
 Agreement; Further Assurances. This Agreement, including Exhibits A and B attached hereto, constitutes
 the entire agreement between the parties, and supersedes any prior or
 contemporaneous negotiations,
 understandings and agreements, with respect to the subject matter hereof. In
 addition, the terms of any purchase order or other purchasing document issued
 for this Research Project, and prepared and executed subsequent to
 signing this Agreement, shall not be applicable to this Agreement other than to provide for funding as
 identified herein. Each party shall execute and deliver such further documents and take such further
 actions as may be required or reasonably requested by the other party
 to effectuate the purposes of this Agreement.

 
	
  

 	
  

 
	
 10.3

 	
 No
 Assignment; No Amendment; No Waiver. This Agreement (i) may not be assigned or transferred, in whole or
 in part, by operation of law or otherwise, by seither party without the prior
 written consent of the other
 party, and (ii) may not be amended or modified, by course of conduct or
 otherwise, except in a writing duly
 executed by each of the parties. Any waiver of any provision of this
 Agreement shall be in writing duly
 executed by the waiving party. The failure or delay by either party to seek
 redress for any breach or default
 under this Agreement, or to insist upon the strict performance of any
 provision of this Agreement, shall not constitute a waiver thereof or of any
 other provision of this Agreement, and such party shall have all remedies
 provided herein and at law and in equity with respect to such act and any
 subsequent act constituting the same.

 


7









	
  

 	
  

 
	
 10.4

 	
 Force
 Majeure; Remedies Cumulative. Either party’s delayed performance under this Agreement may be temporarily excused without liability, if
 such delay is a result of causes or conditions beyond that party’s control
 and without that party’s fault or negligence (such causes or conditions
 specifically do not include the
 financial incapacity to pay); provided, however, that such party must
 diligently pursue actions to remedy
 such cause or condition. The rights and remedies provided in this Agreement
 are cumulative in nature and shall be in addition to any such other
 rights and remedies available at law and in equity.

 
	
  

 	
  

 
	
 10.5

 	
 Resolution of Disputes.
 In the event of any dispute or disagreement between the parties either in interpreting any provision of this Agreement or
 about the performance of either party and upon the written request of either party, each of the
 parties will appoint a designated representative to attempt to resolve
 such dispute or disagreement. The designated representatives will discuss the
 problem and negotiate in good faith in an
 effort to resolve the dispute without any formal proceedings. The specific
 format of such discussion shall be left to the discretion of the designated
 representatives. No litigation for
 the resolution of such dispute may be commenced until the designated
 representatives have met and either party has concluded in good faith that
 amicable resolution through continued negotiation does not appear likely
 (unless either party fails or refuses to appoint a designated representative
 and schedule a meeting of such
 representatives within thirty (30) days after a request to do so by the other
 party).

 
	
  

 	
  

 
	
 10.6

 	
 Governing
 Law; Jurisdiction and Venue; Attorneys’ Fees. This Agreement shall be governed by, and
 construed and enforced in accordance with, the laws of the United States and
 the laws of the State of Texas (without regard to the conflicts or
 choice of law principles thereof). Sponsor and Rice irrevocably consent to
 the jurisdiction of the State of Texas, and agree that any court of competent
 jurisdiction sitting in Harris County,
 Texas, shall be an appropriate and convenient place of venue to resolve
 any dispute with respect to this Agreement. In the event either party
 commences any proceeding against the other
 party with respect to this Agreement, the prevailing party (as determined by the authority before whom such proceeding is
 commenced) shall be entitled to recover reasonable attorneys’ fees and court costs as may be
 incurred in connection therewith in addition to any such other relief
 as may be granted.

 
	
  

 	
  

 
	
 10.7

 	
 Severability.
 In the event any provision of this Agreement is determined to be invalid or unenforceable, it is the desire and intention
 of the parties that such invalidity or unenforceability not invalidate
 or render unenforceable the remainder of the Agreement and that such
 provision be reformed and construed in such a manner that it will, to the
 maximum extent practical, be deemed valid and enforceable, and the rights and
 obligations of the parties hereto shall be construed and enforced
 accordingly.

 
	
  

 	
  

 
	
 10.8

 	
 Construction
 of Agreement. The
 provisions of this Agreement shall not be construed more favorably toward
 one party than the other party as a result of one party being the primary
 drafter of the Agreement. This section
 and other headings in this Agreement are for convenience of reference only and shall not affect, expressly or by
 implication, the meaning or interpretation of any of the provisions hereof.

 
	
  

 	
  

 
	
 10.9

 	
 Independent Contractor
 Relationship; No Third Party Beneficiaries. Sponsor and
 Rice intend that their relationship under
 this Agreement shall be as independent contractors, and neither Sponsor nor

 


8









	
  

 	
  

 
	
  

 	
 Rice shall conduct
 themselves in a manner inconsistent with such independent contractor status. Nothing in this Agreement nor any performance
 hereunder is intended, or shall be construed, to create a partnership,
 joint venture or other form of business enterprise, or relationship of agency
 or employment, between Sponsor and Rice
 (including, but not limited to, the Principal Investigator and the
 other Project Team members). Moreover, neither party shall have the authority
 to enter into contracts on behalf of the
 other party. Nothing in this Agreement, express or implied, is intended to confer,
 any benefits, rights or remedies on any person, other than the parties hereto
 and their successors and permitted assigns.

 
	
  

 	
  

 
	
 10.10

 	
 Counterparts. This Agreement may be executed in multiple
 counterparts, each of which shall be deemed an original, but all of
 which taken together shall constitute one and the same instrument.

 


IN
WITNESS WHEREOF, Sponsor and Rice have each duly executed and delivered this
Agreement as of the date first written above.


	
 t

 	
  

 	
  

 	
  

 
	
 Natcore Technology, Inc.

 	
      William Marsh Rice
 University

 
	
  

 	
  

 
	
 By:

 	
  

 	
      By:

 	
  

 
	
  

 	 

 	
  

 	 

 
	
  

 	
 Charles R. Provini

 	
  

 	
  

 


9






Exhibit
A


Research Project


DELIVERABLES: [Please list all deliverables (i.e. interim and/or final
reports and other tangible items).]


10






Exhibit B


Budget


	
  

 	
  

 	
  

 
	
 Category

 	
  

 	
 Amount

 
	 

 	
  

 	 

 
	
 Personnel

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Materials and Supplies

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Direct Costs

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Indirect Costs

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
  

 



11