UNITED STATES


`


	
  

 	
  

 
	
 OFFICE OF TECHNOLOGY TRANSFER

 	
 NILA BHAKUNI DIRECTOR

 


July 29, 2008


Mr.
Charles Provini

President

Natcore
Technology, Inc.

47 Club
Way

Red Bank,
New Jersey 07701


	
  

 	
  

 	
  

 
	
  

 	
 RE:

 	
 Amendment to the License Agreement between Natcore
 Technology, Inc., and William Marsh Rice University
 (Agreement #OTT LA 04-4-001)

 



Dear
Mr. Provini:


Per
our conversation, this tetter confirms our understanding and agreement to amend
that certain license agreement dated March 31, 2004, between Natcore
Technology, Inc., and William
Marsh Rice University (“License Agreement”) as follows:


Article
9.1 is amended in its entirety to read as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 License
 shall procure and maintain in full force and effect, from the Effective Date of this Amendment
 through September 30, 2008, commercial general liability insurance of not less
 than US $3,000,000 (THREE MILLION US DOLLARS) per occurrence and US
 $3,000,000 (THREE MILLION US DOLLARS) in the aggregate. Such commercial
 general liability insurance shall provide: (i) product liability coverage; and (ii)
 broad form contractual liability coverage for Licensee’s indemnification obligations under this
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 From
 October 1, 2008, throughout the term of this Agreement, Licensee shall procure and maintain
 in full force and effect commercial general liability insurance for a
 minimum amount of US $5,000,000 (FIVE MILLION US DOLLARS) per occurrence and
 US $5,000,000 (FIVE MILLION US DOLLARS) in the aggregate. Such commercial general
 liability insurance shall provide: (i) product liability coverage; and (ii)
 broad form contractual liability coverage for Licensee’s indemnification obligations under this
 Agreement. Licensee shall maintain such commercial general liability
 insurance after the expiration or termination of this Agreement during any period in
 which Licensee continues to make, use, perform or sell a product that was a
 Rice Licensed Product under this Agreement, and thereafter for a period of five (5) years.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Licensee’s
 sublicensees shall procure and maintain in full force and effect, throughout the Term of
 This Agreement, commercial general liability insurance for

 


RICE
UNIVERSITY • OFFICE OF TECHNOLOGY TRANSFER. • MS 705

6100 MAIN
STREET, HOUSTON, TEXAS 77005

PHONE (713) 348-6231 Fax (713) 348-6289 E-Mail: bhakuni@rice.edu









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a
 minimum amount of US $5,000,000 (FIVE MILLION US DOLLARS) per occurrence and US $5,000,000
 (FIVE MILLION US DOLLARS) in the aggregate. Such commercial general liability
 insurance shall provide: (i) product liability coverage; and (ii) broad form
 contractual liability coverage for sublicensee’s indemniifaction obligations under
 this Agreement. Sublicensees shall maintain such commercial general liability
 insurance after the expiration or termination of this Agreement during any period in
 which sublicensee continues to make, use, perform or sell a product that was
 a Rice Licensed Product under this Agreement, and thereafter for a period of five (5) years.

 



All
other provisions of the License Agreement shall remain in full force and
effect..


Please
indicate your agreement to amend the License Agreement as set forth above,
effective July 29, 2008, by signing where indicated below and returning a copy to
my attention.


	
  

 
	
 Sincerely,

 
	
 

 
	
 Nila
 D. Bhakuni

 







	
  

 	
  

 
	
 Agreed and accepted:

 	
  

 
	
 

 	
  

 
	 

 	
  

 
	
 Charles
 Provini

 	
  

 
	
 President,

 	
  

 
	
 Natcore Technology, Inc.