UNITED STATES


	
  

 	
  

 	
  

 
	
 

 	Jennifer
 S. Ramsey

 Licensing Contract Administrator

 National Renewable Energy Laboratory

 303-275-4435

 Jennifer.Ramsey@nrel.gov

 







	
  

 	
  

 	
  

 
	
  

 	
  

 	
 January 05, 2012

 



Charles Provini

Natcore Technology, Inc.

87 Maple Avenue

Redbank, NJ 07701


RE: Signed License Agreement
Between NREL and Natcore Technology


Dear
Mr. Provini,


Enclosed,
please find a signed copy of the Exclusive Patent License Agreement between
NREL and Natcore Technology, Inc.,
for your records. A copy will be sent to Tagliaferro & LoPresti LLP
as well.


Please
feel free to contact me at (303) 275-4435 or at jennifer.ramsey@nrel.gov
if you have any questions.


Regards,


Jennifer S. Ramsey

National Renewable Energy Laboratory

1617 Cole Blvd,MS5230

Golden, CO 80401


	
  

 
	 

 
	
 1617 Cole Blvd. • Golden, CO 80401-3305 • (303)
 275-3000 • NREL is a national laboratory of the U.S. Department of Energy
 Office of Energy Efficiency & Renewable Energy, operated by the Alliance
 for Sustainable Energy, LLC

 










EXCLUSIVE PATENT LICENSE AGREEMENT

Between

Alliance for Sustainable Energy, LLC

And

NATCORE TECHNOLOGY INC.


          This
License Agreement (hereinafter “Agreement”), which shall be effective on the
date it is executed by the last
Party to sign (the “Effective Date”), below is between Alliance for Sustainable
Energy, LLC (hereinafter “Alliance”),
Management and Operating Contractor for the National Renewable Energy Laboratory (hereinafter “NREL”)
located at 1617 Cole Blvd., Golden, Colorado 80401 and NATCORE TECHNOLOGY INC., (hereinafter
“Licensee”), a company incorporated pursuant
to the laws of the Province of British Columbia and having an office located at
located at 47 Club Way, Red Bank, New
Jersey, USA, 07701, hereinafter referred to individually as “Party” and jointly
as “Parties”. This Agreement shall be effective on the date the last Party
signs this Agreement (hereinafter “Effective Date”).


BACKGROUND:


          Alliance
manages and operates NREL under authority of its Prime Contract No. DE-AC36-08GO28308 (hereinafter “Prime Contract”) with the
United States Government as represented by the Department of Energy
(hereinafter “DOE”);


          Researchers
at NREL have developed certain inventions pertaining to the production of silicon wafers using a nanocatalytic wet-chemical
etch (collectively hereinafter referred to as “Black Silicon”), as part of their employment at NREL,
and which were conceived or first reduced to practice in the performance of work at NREL under the above Prime
Contract. Pursuant to the terms of
the Prime Contract and existing laws of the United States, Alliance acquired
rights in and to the patent rights covering such inventions;


          Licensee
is a research and development company located in State of New Jersey, and as applicable, has worked closely with NREL on the
development of certain applications related to black silicon, and
related projects;


          Licensee
is interested in acquiring certain rights to Alliance’s Inventions and plans
develop and commercialize a line of
products related to the production of Black Silicon based on such inventions and in combination with Licensee’s
proprietary intellectual property and patents;


          The
Parties intend to, or have entered into a Cooperative Research and Development Agreement
related to this Agreement to develop commercial prototypes that embody the
Inventions; and


          Alliance
is willing to grant such rights so that the Inventions will be developed and be
used to the fullest extent possible for the benefit of the general
public.


TERMS & CONDITIONS:


          THEREFORE,
in consideration of the foregoing premises, covenants and agreements contained
herein, the Parties agree to be bound as follows:


1






1. Definitions.


          1.1
“Licensed
Patents” means Alliance’s United States and foreign patents and patent applications that are
protected as NREL Protected Information under 35 U.S.C. §205. The Licensed
Patents are listed in Exhibit A, “Licensed Patents” which is hereby
incorporated into this Agreement by reference. Any United States and foreign
patents issuing from the patent applications and that will be licensed by Licensee
pursuant to the terms of this Agreement listed in Exhibit A will be added to Exhibit A upon issuance.
Licensed Patents shall also include divisions, continuations (excluding
continuations-in-part claiming new subject matter), reissues, re-examinations,
substitutes, and extensions of
the patents and patent applications as they arise.


          1.2
“Licensed
Product(s)” means any material, composition, or other product or service, the
manufacture, use, import, offer to sell or sale of which would constitute, but
for the license granted to Licensee herein, an infringement of a claim of the
Licensed Patents (infringement shall include, but is not limited to, direct, contributory, or
inducement to infringe).


          1.3
“Affiliate”
of a Party means any person or entity that, at any time during the term of this
Agreement,
directly or indirectly controls, is controlled by, or is under common control
with such Party, where “control” means ownership of fifty percent (50%) or more
of the voting power of the outstanding voting securities (but only as long as such
person or entity meets these requirements).


          1.4
“Net
Sales” means the payments and other consideration received by Licensee and its
Affiliates from the manufacture, use, sale, offer to sell or importation of
Licensed Products during a particular accounting period minus actual costs Licensee
or its Affiliates incurred due to returns of Licensed Products, freight, and excise or other
taxes (excluding income taxes) imposed on the production, sale, delivery, or use of the Licensed Products. For
non-case and partial-cash transactions, Net
Sales shall include any cash consideration received plus an amount equal to the
fair market value of the non-cash
consideration received. For sales not at arms-length (ie - sales to
Affiliates), Net Sales shall be equal to the fair market value of such Licensed
Products as when transferred in comparable arms-length transactions.


          1.5
“Government”
shall mean the United States of America.


          1.6
“Patenting
Costs” means any ongoing costs incurred or to be incurred, including but not limited to government
fees and attorneys’ or other legal personnel fees, in the course of preparing, filing, prosecuting and
maintaining any of the Licensed Patents, including continuations, re-examinations, reissues and appeals.


          1.7
“Field of Use” means the
field of use as defined in Exhibit B, “Fields of Use and Financial
Considerations”.


          1.8
“7AC
Field” means the field of (A) combination photovoltaic and solar thermal
modules that
provide both electricity and hot liquid, and/or (B) any system that uses
combination photovoltaic and solar thermal modules that provide both
electricity and hot liquid whereby the hot liquid is used for hot liquid
dehumidification. The term “hot liquid” specifically excludes hot air.


          1.9
“Liquid-Phase-Deposited
Passivation” means passivation of photovoltaic cell by applying a liquid to the silicon
surface, wherein the liquid produces a surface coating layer that provides passivation, with or without subsequent
annealing steps.


2






          1.10
“Improvements” means any
improvements to the Licensed Inventions that (a) either directly or indirectly claim priority from the
patents or patent applications of the Licensed Inventions and (b) are conceived or first reduced to
practice during the term of this Agreement solely by Alliance employees as a result of research and
development activities for NREL and which if practiced without licensed rights
would infringe one or more claims of the patent and patent applications
covering the Licensed Inventions.


          1.11
“Sublicensee” means any
non-Affiliate third party to whom Licensee has granted a Sublicense. “Sublicense” means an arms-length
agreement in which Licensee, or Alliance, as applicable:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 grants
 or otherwise transfers any of the rights granted hereunder or other rights
 that are relevant to designing,
 developing, testing, making, using, or selling of Licensed Products,

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 agrees
 not to assert the Licensed Patents or agrees not to sue, prevent or seek a
 legal remedy for the practice of same, and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 is
 under an obligation to do any of the foregoing, or to forebear from offering
 or doing any of the foregoing with
 any other entity, including licenses, option agreements, right of first refusal agreements, standstill agreements,
 settlement agreements or other agreements.

 


          1.12
“Licensed Chemicals” means a Licensed
Product further comprising a chemical or gas covered by Licensed
Patents.


2. Grants.


          2.1
Subject to Alliance’s rights in the
Licensed Patents and to the terms and conditions of this Agreement,
including the terms as set forth in Exhibit B, “Fields of Use and Financial Considerations”, which is attached to this
Agreement and hereby incorporated by reference, Alliance hereby grants to Licensee and its Affiliates the
exclusive right and license, subject to certain Government rights set forth below in Section 2.2., and subject to the
conditions set forth in Section 9.4,
to make, have made, use, import or sell, including but not limited to in
combination with Licensee’s
intellectual property, the Licensed Products worldwide, subject to the patent
coverage of the Licensed Patents.


          2.2
The right and license granted in
Section 2.1 is subject to the following Government rights: (a) the Government
has a paid-up, royalty-free, worldwide, nontransferable, irrevocable license to practice or have practiced by or on
behalf of the Government the inventions covered by the Licensed Patents, and
(b) the DOE’s march-in rights as required by the Prime Contract and 35 U.S.C. §203.


          2.3
Licensee agrees that any Licensed
Products for use or sale in the United States shall be substantially manufactured
in the United States.


          2.4
Licensee shall mark all Licensed
Products made or sold in the U.S. in accordance with 35 U.S.C. §287(a) and will mark all Licensed Products
made or sold in other countries in accordance with laws and regulations then applicable in each such country.
Licensee acknowledges that it will be liable
to Alliance for infringement damages lost due to improper or defective patent
marking.


3






          2.5
Alliance hereby grants Licensee a
thirty (30) day right of first refusal to enter into negotiations with Alliance
to incorporate Improvements into this Agreement by amendment provided that: (a) Alliance obtains title to such
Improvements; (b) there are no pre-existing legal constraints or obligations that would prevent Alliance
from licensing Improvements to Licensee; and (c) Improvements are applicable within the Field of Use. If
Alliance and Licensee agree to incorporate such Improvements into this
Agreement, the Improvements will be added to the list of Licensed Inventions included in Exhibit A and
other negotiated terms that serve to amend this Agreement will be added
or deleted as appropriate.


          2.6
Sublicenses


               2.5.1
Alliance hereby grants Licensee the
right to grant Sublicenses to make, use, import and sell Licensed
Products, in the Field of Use.


               2.5.2
Sublicenses shall be subject to the
requirements for substantial U.S. manufacture consistent with this
Agreement.


               2.5.3
Alliance shall have the right to
deny approval of any Sublicense granted hereunder if it chooses to do so,
including the terms and conditions of the Sublicense if the grant of the
Sublicense violates a DOE policy. Licensee shall not Sublicense any rights that
are not consistent with the terms,
scope, and Field of Use of this Agreement.


               2.5.4
Licensee shall provide Alliance with
a signed copy of each Sublicense it executes within fourteen (14) days
after the Sublicense is executed.


               2.5.5
The Parties agree that termination of this Agreement, for any reason, shall not
affect existing Sublicenses granted
in good faith by Licensee pursuant to Section 2.5. Upon termination of this Agreement as aforesaid,
Licensee agrees that it will assign to Alliance all Sublicenses entered into by
Licensee and Sublicensees, and Alliance agrees to assume such assigned Sublicenses. Alliance will not be bound
by duties or obligations contained in Sublicenses that are not contained
in this Agreement.


               2.5.6
To the extent that Licensed Patents
include any information marked “NREL Protected
Information” pursuant to this Agreement; Licensee will be required to ensure
that upon termination of
Sublicenses, Licensee will recover all such information from its Sublicensees
and return NREL Protected Information to Alliance.


               2.5.7
Unless such agreement is not
permitted under the law of any country, or by precedence practice of the
European Commission, Licensee shall contractually require that each such Sublicensee not at any time, directly or
indirectly, oppose the grant of, nor dispute the validity of, nor cooperate in
any suit against, any patent or claim included in the Licensed Patents.


3. Financial Obligations and Commercialization Plan.


          3.1
In consideration of the rights and license granted herein, Licensee agrees to
the provisions of Exhibit B, “Fields
of Use and Financial Considerations” and Exhibit C, “Development and Commercialization Plan”, attached to this
Agreement and hereby incorporated by reference.


4






          3.2
Licensee shall owe no royalties to
Alliance on any acquisitions involving Government funds if such sales reflect a discount that is
greater than or equal to the amount Licensee would owe to Alliance under this
license, because of the Government’s retained license in the Licensed Patents.


          3.3
Licensee shall report the Net Sales
price paid by the purchaser for acquisitions or use of the Licensed Products involving Government funds
under the Records, Reports, and Royalty Payments Section of this Agreement. This report will also include (a) a
Government control number (if available); and (b) identification of the
Government agency for each sale.


          3.4
Upon termination of this Agreement
for any reason whatsoever, Licensee shall report and pay to Alliance, within thirty (30) days of such
termination, any financial obligations including, but not limited to, fees,
payments, royalties, reimbursements, interest, and other forms of
consideration, due and owing Alliance.


4. Records, Reports, and Royalty Payments.


          4.1
Licensee agrees to: (a) keep
adequate and sufficiently detailed records to enable Licensee’s financial obligations as required under
this Agreement to be readily determined; and (b) up to two (2) times per annum, forty-eight (48) hours provide such
records for inspection and copying
by Alliance’s authorized representatives, with reasonable notice, at any time
during Licensee’s regular business
hours. In the event an examination of Licensee’s records reveals an underpayment of more than five percent (5%) of the
accurate amounts due hereunder, Licensee shall pay all costs incurred by Alliance related to the examination or records
in addition to paying the balance
due, plus any applicable interest at the rate specified in Section 4.4 herein
below.


               4.1.1
Licensee agrees that it shall also
provide Alliance with any additional records that Alliance reasonably
determines are necessary to verify any records that Licensee is required to generate
or maintain to fulfill the requirements listed in Exhibits B and C.


               4.1.2
Licensee agrees to make any records
that it is required to generate or maintain under the terms of this Agreement
available for inspection by Alliance’s authorized representatives under the procedures provided in Section 4.1 for
three (3) years after the last royalty period to which the records
refer.


          4.2
Licensee shall provide Alliance with
a written report certified by an officer of Licensee that complies with the
requirements of the Notices and Payments Section and Section 3.3 of this Agreement no later than thirty (30) days after
the end of each calendar year for the life of this Agreement that identifies the following
information for the immediately preceding calendar year: (a) all Net Sales of the Licensed Products made by
Licensee in U.S. Dollars itemized by domestic and/or foreign rights that are subject to this Agreement
including acquisitions involving Government funds and all export Net Sales, and if none to so
indicate; (b) amount of each payment due Alliance for patent costs reimbursement, upfront fees, minimum
annual royalties and continuous royalties based on Net Sales of Licensed Products. Accompanying the annual written
report will be the full payment due in U.S. Dollars, for the preceding calendar
year, pursuant to the terms of this Agreement.


          4.3
Licensee shall make financial
payments to the order of Alliance in U.S. dollars in accordance with
Exhibit B and Section 4.2 above.


5






          4.4
If Licensee fails to make any payment to Alliance that may be required under
this Agreement within the time period
prescribed for such payment, then the unpaid amount shall bear interest at the
rate of one and one half percent (1.5%) per month, or other authorized statutory
rate, if higher, from the date when the payment was due until payment in full,
with interest, is made. Should Licensee
have need to delay a payment when due, Alliance will consider Licensee’s needs
as presented, in writing to Alliance
at the address set forth in Section 12.1, by Licensee and received by Alliance thirty (30) days before the required
reporting and payment date. Under such conditions, Alliance may, at its sole discretion, extend the
date upon which an annual payment is required.


5. Infringement by
Third Parties.


          5.1
Licensee and Alliance shall promptly
give notice in writing to each other of any known actual or potential infringement of the Licensed
Patents. In the event any Licensed Patents are infringed by an unlicensed third party, Licensee and Alliance shall have
the right to abate or prevent such infringement as follows.


               5.1.1
Alliance shall have the right, but
not the obligation, to take appropriate action in connection with any proceeding or suit to abate
or to prevent an infringement. Notwithstanding the foregoing, Alliance shall provide cooperation as
may be reasonably required by Licensee in connection with any such proceeding(s) commenced by Licensee. Before
commencing any action to abate or to
prevent the infringement, Alliance will first consult with the DOE, as required
by the Litigation and Claims
provision of the Prime Contract between DOE and Alliance, and in the event DOE authorizes Alliance to undertake an
infringement suit, Alliance shall further consult with Licensee to determine if Licensee also wishes to
enter into such suit. With respect to any suit brought by Alliance, Licensee shall have the right to be represented by
counsel at the suit proceedings and
to participate therein at its own cost, but shall not have the right to control
the suit. Licensee agrees to
cooperate with, and give reasonable assistance to, Alliance in abating or preventing
an infringement.


               5.1.2
The cost and expenses of all suits
brought by Alliance under Section 5.1.1 above shall be equally shared by Alliance and each licensee entering
into the suit, out of any settlement
amount, damages or other monetary awards recovered in favor of Alliance.
Alliance and Licensee shall share, on
a pro rata basis, any award or judgment resulting from a suit brought by either
party pursuant to this Section 5.


          5.2
Alliance and the Government shall
not be liable for any costs or losses incurred as a result of an action for infringement brought against the
Licensee as a result of Licensee’s exercise of any right granted under this Section 5, and Licensee
shall indemnify and hold Alliance, the Government, their officers, employees and agents harmless
against all liability, expenses and costs, including attorneys’ fees
incurred as a result of any such suit.


6. Representations
and Warranties.


          6.1
Alliance represents and warrants
that Alliance can grant the rights, licenses, and privileges granted by
this Agreement.


          6.2
Alliance represents that Alliance has
no actual knowledge of any infringement claims filed against Alliance for practicing the Licensed Patents anywhere in
the world.


6






          6.3
Except as set forth in this Section
6, Alliance makes NO REPRESENTATIONS OR
WARRANTIES, express or implied, with regard to infringement of any
Licensed Patents.


          6.4
Licensee represents and warrants that
it shall not export any technical information (or the direct product thereof)
furnished to Licensee, either directly or indirectly by Alliance in the grant
of a license to the Licensed Patents, from the United States of America,
directly or indirectly without first complying
with all requirements of the Export Administration Regulations, including the requirement
for obtaining any export license, as applicable.


          6.5
Licensee warrants that it will not
grant any rights inconsistent with the terms, scope and Fields of Use of
this Agreement.


          6.6
Licensee agrees to indemnify, defend
and hold harmless Alliance, DOE and the Government, its officers, agents and employees from all liability
involving the violation of such export regulations, either directly or
indirectly, by Licensee.


          6.7
Licensee acknowledges it may be
subject to criminal liability under U.S. laws for Licensee’s failure to
obtain any required export licenses.


7. Limitations of Warranties, Indemnification and Insurance.


          7.1
Neither NREL, Alliance, the DOE, the
Government nor persons acting on their behalf will be responsible for any injury to or death of persons, or damage to
or destruction of any property, or
for any other loss, damage, or injury of any kind whatsoever resulting from
Licensee’s manufacture, use,
importation or sale of the Licensed Patents, or Licensed Products, in whatever form furnished hereunder, absent any negligent act
or omission on the part of NREL, Alliance, DOE and/or the Government.


          7.2
THE PARTIES AGREE THAT NEITHER NREL,
ALLIANCE, DOE, THE GOVERNMENT, NOR PERSONS ACTING ON THEIR BEHALF MAKE
ANY WARRANTY, EXPRESS OR IMPLIED:


               7.2.1
WITH RESPECT TO THE MERCHANTABILITY, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY LICENSED PATENTS, PATENT APPLICATIONS, ISSUED PATENTS, LICENSED PRODUCTS,
OR NREL PROTECTED INFORMATION FURNISHED HEREUNDER;


               7.2.2
THAT THE USE OF ANY LICENSED
PATENTS, PATENT APPLICATIONS, ISSUED
PATENTS, LICENSED PRODUCTS, OR NREL PROTECTED INFORMATION MAY NOT INFRINGE ANY PRIVATELY OWNED RIGHTS;


               7.2.3
THAT ANY LICENSED PATENTS, PATENT
APPLICATIONS, ISSUED PATENTS,
LICENSED PRODUCTS, OR NREL PROTECTED INFORMATION FURNISHED HEREUNDER WILL NOT RESULT IN INJURY OR DAMAGE WHEN USED FOR
ANY PURPOSE; OR


               7.2.4
THAT ANY LICENSED PATENTS, PATENT
APPLICATIONS, ISSUED PATENTS,
LICENSED PRODUCTS, OR NREL PROTECTED INFORMATION FURNISHED HEREUNDER WILL ACCOMPLISH THE INTENDED RESULT OR ARE SAFE OR FIT FOR ANY PURPOSE, INCLUDING THE
INTENDED OR PARTICULAR PURPOSE;


7






               7.2.5
NREL, DOE, ALLIANCE AND THE
GOVERNMENT HEREBY SPECIFICALLY
DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY LICENSED PATENTS, PATENT APPLICATIONS,
ISSUED PATENTS, NREL PROTECTED
INFORMATION, OR LICENSED PRODUCTS MANUFACTURED, USED, OR SOLD BY
LICENSEE.


               7.2.6
NEITHER NREL, DOE, ALLIANCE NOR THE
GOVERNMENT SHALL BE LIABLE FOR LOST PROFITS, LOST SAVINGS, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT
DAMAGES IN ANY EVENT, EVEN IF SUCH PARTY IS MADE AWARE OF THE POSSIBILITY
THEREOF.


          7.3
Except for any liability resulting
from any negligent act or omission of NREL, the DOE, the Government or
Alliance, Licensee shall indemnify and hold harmless NREL, the DOE, the Government and Alliance, and their officers,
employees, and agents, for all damages, costs, and expenses, including
attorneys’ fees, arising from death, personal injury or property damage to
third parties occurring as a result
of the commercialization and utilization of the Licensed Patents by Licensee and its Affiliates including but not
limited to, the making, using, selling, or exporting of Licensed Products, processes, or services by or on
behalf of the Licensee, its Affiliates, its assigns, or licensees which was
derived from the work or activities performed under this Agreement. This indemnification shall include, but not be limited
to, indemnification for any product liability resulting from the
commercialization and utilization of the Licensed Patents by Licensee and its
Affiliates. The indemnity set forth
in this Section 7.3. shall apply only if Licensee shall have been informed as
soon as practical by NREL, Alliance and/or the DOE or the Government of the
action alleging such claim and shall
have been given an opportunity, to the extent afforded by applicable laws,
rules, or regulations, to
participate in and control its defense, and the NREL, Alliance and/or the DOE
or the Government shall have provided reasonably available information and
reasonable assistance (at Licensee’s
cost) as requested by Licensee. No settlement for which Licensee shall be
responsible shall be made without
Licensee’s consent unless required by final decree of a court of competent jurisdiction.


          7.4
Beginning at the time when any
Licensed Products are being distributed or sold (including for the purpose of obtaining regulatory approvals) Licensee
shall, at its sole cost and expense, procure and maintain commercial general
liability insurance in amounts not less than $1,000,000 per incident and $5,000,000 annual aggregate, and Licensee
shall have the DOE, the Government, NREL and Alliance, its officers, employees and
agents named as additional insureds. Such
commercial general liability insurance shall provide (i) product liability
coverage; (ii) broad form
contractual liability coverage for Licensee’s indemnification under this
Agreement; and (iii) coverage for litigation costs. The minimum amounts of
insurance coverage required shall not be construed to create a limit of Licensee’s liability with respect to its
indemnification obligations under this Agreement.


          7.5
Licensee shall provide Alliance with
written evidence of such insurance upon Alliance’s written request. Licensee shall provide Alliance
with written notice of at least fifteen (15) days before a material
change in such insurance.


8






          7.6
Licensee shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement
during (a) the period that any Licensed Products are practiced or processes covered by this Agreement
are being commercially distributed or sold by Licensee or agent of Licensee; and (b) the three (3) year period
immediately after such period described in subsection (a).


8. Patent
Prosecution and Technical Assistance.


          8.1
Alliance is the owner of the
Licensed Patents and shall have exclusive responsibility for the preparation, filing, prosecution and
maintenance of the Licensed Patents, including choice of patent counsel. As requested, Licensee shall
cooperate with Alliance to insure that the claims for each Licensed Patent reflects and will reflect, to
the extent practicable and to the best of Licensee’s knowledge, all items of commercial interest to
Licensee that are contemplated to be sold or procedures to be practiced
under this Agreement.


          8.2
Licensee will reimburse Alliance for
all Patenting Costs for all Licensed Patents as listed in Exhibit A accruing on and after the Effective
Date of this Agreement. In the case where Licensed Patents are licensed to
other licensees, Licensee will reimburse Alliance for actual Patenting Costs on
a pro rata basis with Alliance and other licensees for said non-exclusively
licensed Licensed Patents. Invoices
for such costs will not exceed actual costs and are due and payable no later
than thirty (30) days after receipt of invoices by Licensee.


          8.3
Alliance agrees, upon the written
request of Licensee, to assist Licensee in obtaining technical assistance from
NREL subject to the availability of the required resources and under the appropriate agreements. Licensee shall pay full
cost in accordance with the Prime Contract with the Government for the
cost of such technical assistance.


          8.4
If Licensee declines to pay in full
any Patenting Costs within the period specified in Paragraph 8.2 which are
necessary to the protection of certain rights at issue, Alliance shall have the
right to (i) abandon some or all of such rights at Alliance’s sole discretion,
or (ii) incur those costs at its own
expense; in either case, Alliance shall have the right to exclude such rights
from the licenses granted hereunder. In such event, Alliance shall be free to
license such rights to third parties without further obligation to
Licensee.


9. Term of
Agreement and Early Termination.


          9.1
Subject to early termination as set
forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be
effective for as long as the Licensed Patents are enforceable.


          9.2
Either Party shall have the right to
terminate this Agreement with cause and without judicial resolution upon written notice to the other after the
non-breaching Party notifies the asserted breaching Party of a breach of any
provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty
(60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach
has not been cured and there remains a dispute or controversy, the Parties may
agree to seek to resolve the matter through the use of the procedures set forth
in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty
(30) calendar days, owe Alliance all payments due, including but not
limited to then appropriate Patenting Costs reimbursements, if applicable,


9






milestones
payments and continuous royalties due or the pro rata portion of any minimum
annual royalties due at the end of
the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be
entitled to seek any additional remedies available at law to Alliance
for Licensee’s breach of this Agreement.


          9.3
This Agreement shall terminate
automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all
Licensed Patents, for any reason.


          9.4
If Licensee fails to satisfy the
requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion
with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its
early termination requirements.


          9.5
The Parties agree that Alliance, at
its sole discretion, may immediately terminate this Agreement upon any attempted transfer of
Licensee’s interest in this Agreement, in whole or in part, except as
otherwise permitted by the terms of this Agreement.


          9.6
Licensee agrees that this Agreement
shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement
as collateral to a third party.


          9.7
Licensee hereby agrees that in the
event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable),
files or has filed against it, with an order for relief being entered, a case
under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance
shall be entitled to relief from the automatic stay of Section 362 of Title 11
of the U.S. Code, as amended, on or
against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such
automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees
that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written
notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver,
administrator or similar officer is appointed over any of the assets of Licensee, or in the event
that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or
administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will
promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s
communicated intention to file an involuntary petition in bankruptcy.


          9.8
Licensee may terminate this
Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance:
(a) all Patenting Cost reimbursement, as applicable, and all upfront fees due
at the time of termination; and (b) the greater of: the sum of the accrued
continuous royalties due or the sum of the pro rata portion of any minimum
annual royalties due at the end of the accounting period of such
termination.


10. Rights of Parties after Termination.


          10.1
Neither Party shall be relieved of
any obligation or liability under this Agreement arising from any act or
omission committed prior to the termination date.


          10.2
From and after any termination of
this Agreement, Licensee shall have the right to sell only those Licensed Products in Licensee’s
inventory at the time of termination, provided that Licensee has
satisfied all financial obligations and reporting requirements required by this Agreement. Except as otherwise provided for
herein, Licensee shall not exercise any of the rights granted under this
Agreement after it is terminated.


10






          10.3
The rights and remedies granted
herein, and any other rights or remedies which the Parties may have, either at law or in equity, are
cumulative and not exclusive of others. On any termination, Licensee shall duly account to Alliance and transfer to it
all rights to which Alliance may be entitled under this Agreement.


          10.4
The following Sections are intended
to survive the termination of this Agreement: 2.5 (if applicable), 3, 4,
6, 7, 8, 9, 10, 14, 15, 16,18, and 19.


11. Force Majeure.
No failure or omission by
Alliance or by Licensee in the performance of any obligation under this Agreement shall be deemed a
breach of this Agreement or create any liability if the same shall arise from acts of God, acts or
omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental
authority or any office, department,
agency, or instrumentality thereof, fire, storm, flood, earthquake, accident,
acts of the public enemy or
terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or
failures or delays in transportation. The circumstances surrounding such
failure or omission shall be communicated to the affected Party in writing
within fifteen (15) business days of such event.


12. Notices and
Payments.


          12.1
All notices and reports shall be addressed to the Parties as follows:


	
  

 	
  

 	
  

 
	
  

 	
 If to Alliance:

 
	
  

 	
  

 
	
  

 	
  

 	
 National Renewable Energy
 Laboratory Facsimile No.

 
	
  

 	
  

 	
 Attn: Commercialization &
 Technology Transfer (303)275-3040

 
	
  

 	
  

 	
 1617 Cole Blvd., MS 17/33
 Telephone No.

 
	
  

 	
  

 	
 Golden, CO 80401 (303)
 275-3690

 
	
  

 	
  

 	
 E-mail Contact

 
	
  

 	
  

 	
 technology transfer@nrel.gov

 
	
  

 	
  

 	
  

 
	
  

 	
 If to Licensee:

 
	
  

 	
  

 
	
  

 	
  

 	
 Natcore Technology, Inc.

 
	
  

 	
  

 	
 87 Maple Avenue

 
	
  

 	
  

 	
 Red Bank New Jersey 07701

 
	
  

 	
  

 	
 Attention: Charles Provini

 
	
  

 	
  

 	
 Email: provini@natcoresolar.com

 
	
  

 	
  

 	
 Telephone No: (732) 576-8800

 
	
  

 	
  

 	
  

 
	
  

 	
 with a copy to Licensee’s US
 legal counsel:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tagliaferro & LoPresti LLP

 
	
  

 	
  

 	
 45 Broadway, Suite 2200

 
	
  

 	
  

 	
 New York, NY 10006

 
	
  

 	
  

 	
 Attention: Marc X. LoPresti,
 Esq.

 
	
  

 	
  

 	
 Email: Mxl@tlcorplaw.com

 
	
  

 	
  

 	
 Telephone: (212) 732-4029

 


11






          12.2
All financial obligations due to Alliance shall be sent to:


	


 	
  

 	
  

 
	
  

 	
  

 	
 National Renewable Energy
 Laboratory

 
	
  

 	
  

 	
 Attn: Royalty Cashier

 
	
  

 	
  

 	
 1617 Cole Blvd., MS 1723A

 
	
  

 	
  

 	
 Golden, CO 80401

 


All
such payments shall be accompanied by documentation identifying this Agreement,
including the License Agreement
Number and the names of the Parties. A copy of all financial obligations shall
be sent to NREL’s Office of Commercialization & Technology Transfer at the
above address in Section 12.1. Alliance will NOT send invoices for payments due on a
fixed schedule. It is Licensee’s responsibility to make all payments in accordance with
this Agreement and all late payments will
be charged interest in accordance with Paragraph 4.4 of this Agreement.


          12.3
Any notice, report or any other communication required or permitted to be given
by one Party to the other Party by
this Agreement shall be in writing and either: (a) served personally on the
other Party; (b) sent by express, registered or certified first-class mail,
postage prepaid, addressed to the
other Party at its address as indicated above, or to such other address as the
addressee shall have previously furnished to the other Party by proper notice;
(c) delivered by commercial courier to the other Party; or (d) sent by
facsimile to the other Party at its facsimile number indicated above or to such other facsimile number as the Party shall
have previously furnished to the other Party by proper notice, with
machine confirmation of transmission.


13. Non-Abatement
of Royalties. Alliance and
Licensee acknowledge that certain of the Licensed Patents may expire prior to the conclusion of the
term of this Agreement. However, Alliance and Licensee agree that the royalty rates provided for in Exhibit B shall be
uniform and undiminished for as long
as any claim of, or other intellectual property right in, any of the Licensed
Patents are enforceable except as otherwise provided in this Agreement.


14. Confidential
Information.


               14.1
The Parties agree that all information, marked by Licensee as “Proprietary” or
Alliance as “NREL Protected
Information” and forwarded to one by the other for the purposes of this Agreement (a) are to be received in strict
confidence, (b) are to be used only for the purposes of this Agreement, and (c)
are not to be disclosed by the recipient Party, its agents or employees without
the prior written consent of the
other Party, except to the extent that the recipient Party can establish by competent
written proof that such information:


               14.1.1
was in the public domain at the time
of disclosure;


               14.1.2
later became part of the public
domain through: (A) no act or omission of the recipient, its employees, agents, successors or assigns and (B) no
breach by a third party and was lawfully
disclosed to the DOE or recipient Party by a third party having the right to
disclose it;


12






               14.1.4
was already known by the DOE or
recipient Party at the time of disclosure which can be shown by
competent evidence;


               14.1.5
was independently developed by the
DOE or recipient Party without the utilization of the other Party’s
protected property and information; or


               14.1.6
is required by law or regulation to
be disclosed, provided however, that the disclosing Party shall first give the recipient written notice and
adequate opportunity to object to such order for disclosure or to
request confidential treatment.


15. Waivers.


          15.1
The failure of either Party at any
time to enforce any provisions of this Agreement or to exercise any right or remedy shall not be
construed to be a waiver of such provisions or of such rights or remedy or the right of such Party thereafter to
enforce each and every provision, right or remedy.


          15.2 The
waiver of a specific breach hereunder may be effectuated only by a written document, signed by the waiving Party, and
delivered to the breaching Party. Such formal waiver shall not
constitute a waiver of any other breach.


16. Entire
Agreement and Legal Amendments.


          16.1
The Parties expressly understand and
agree that this instrument contains the entire agreement between the Parties with respect to the subject matter of this
Agreement and that all prior representations,
warranties, or agreements relating to this subject matter have been merged into
this instrument and are thus
superseded in totality by this Agreement. This Agreement may be amended only by
a written instrument signed by the duly authorized representatives of both of
the Parties.


          16.2
The Parties agree that if any part,
term, or provision of this Agreement shall be found illegal or in conflict with
any valid controlling law, the validity of the remaining provisions shall not be
affected thereby.


          16.3
In the event that a court of
competent jurisdiction of any country in which this Agreement applies shall determine, by
non-appealable decision, that any provision of this Agreement shall be illegal, Alliance, by written notice to
Licensee, may revise the provision in question or may delete it entirely
so as to comply with the decision of said court.


17. Headings. The headings for the Sections set forth in this
Agreement are strictly for the convenience
of the Parties hereto and shall not be used in any way to restrict the meaning
or interpretation of the substantive language of this Agreement.


18. Successor
Contractor and Assignment.


          18.1
Licensee acknowledges and agrees
that Alliance may transfer this Agreement and all rights, duties and obligations hereunder, to the
DOE or a successor management and operating contractor of NREL as may be required under the Prime Contract with DOE.


          18.2
Licensee may assign this entire
Agreement or any of its rights hereunder, upon the written authorization of Alliance, such
authorization shall not to be unreasonably withheld, in connection with the sale of all or a material
portion of any subsidiary, division, or business unit of Licensee,
whether by merger, sale of assets, sale of stock, or otherwise.


13






19. Disputes and
Governing Laws.


          19.1
This Agreement, and the rights and
liabilities of the Parties with respect to this Agreement and its subject matter, shall be governed by the laws of the
State of Colorado, without reference
to the principles of conflicts of laws thereof. Any dispute arising out of or
relating to this Agreement or its
subject matter not settled by the Parties may be resolved only by the courts of
the State of Colorado, or if subject
matter jurisdiction exists, by the United States federal courts, with venue in the County of Denver (in the case of
state court) or in the U.S. District Court for the District of Colorado (in the case of federal court). Each
of the Parties hereby consents to the jurisdiction of such courts over it in any action involving any
such dispute. Each of the Parties agree not to commence or maintain a legal proceeding involving any such dispute in
any forum except a court of the State of Colorado located in Denver County or
the United States District Court for the District of Colorado (other than to enforce a judgment
obtained in such courts) and agrees not to contest the venue of any action involving any such dispute in
the County of Denver or the District of Colorado, as the case may be, nor to assert in any such
court the doctrine of forum non conveniens, or the like.


          19.2
If any provisions of this Agreement
are held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or
unenforceability will not affect any other provisions of this Agreement. This Agreement will be construed as if
the invalid, illegal, or unenforceable revision were never in this
Agreement.


          19.3
Alliance will release information
concerning this Agreement if required by law. In publicizing anything made,
used, offered for sale, sold or imported under this Agreement, Licensee shall
not use the name of Alliance, NREL or DOE or otherwise refer to any
organization related to Alliance or
DOE, except with the prior written approval of Alliance and DOE.


20. Non-Use of
Names. In publicizing
anything made, used, offered for sale, sold or imported under this Agreement, Licensee shall not use the name
of Alliance, NREL or DOE or otherwise refer to any organization related to
Alliance or DOE, except with the prior written approval of Alliance and DOE. However, Licensee may state that it licensed from
Alliance one or more of the patents and/or patent applications comprising the
Licensed Patents, and Alliance may state that it licensed to Licensee one or more of the patents and/or patent applications
comprising the Licensed Patents, and may further include (i) Alliance inventor
names, (ii) invention titles and summaries, (iii) technology field of use, and (iv) the type and extent of the license, but
may not include terms and conditions of this Agreement unless such
disclosure is required by law, rule or regulation.


21. Counterparts. This Agreement may be executed in separate
counterparts, each of which so executed
and delivered shall constitute an original, but all such counterparts shall
together constitute one and the same
instrument. Any such counterpart may comprise one or more duplicates or duplicate signature pages, any of which may be
executed by less than all of the Parties, provided that each Party executes at least one such duplicate
or duplicate signature page. The Parties stipulate that a photo static copy of
an executed original will be admissible in evidence for all purposes in any proceeding
as between the Parties.


14






          IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be duly executed in
their respective names by their duly authorized representatives.


	
  

 	
  

 	
  

 	
  

 
	
 For Alliance

 	
 C. Porto

 	
 

 
	
 By:

 	
 Sr. Vice President

 
	
 Name: 

 	
 (typed)

 	
 Commercialization &
 Deployment

 
	
 Title:

 	
  

 
	
 Date:
 

 	
 12|12|11

 	
  

 
	
  

 	
  

 	
  

 
	
 For Licensee

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 

 
	
 Name:

 	
 Charles R Provini

 	
  

 
	
 Title:

 	
 President & CEO

 	
  

 


15






EXHIBIT A: LICENSED PATENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NREL ROI
 No.

 	
  

 	
 Country

 	
  

 	
 Title

 	
  

 	
 Patent/Patent Application No.

 	
  

 	
 Filing/Issue Date

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 
	
 07-10

 	
  

 	
 USA

 	
  

 	
 “Nanoparticle-Based Etching of Silicon Surfaces”

 	
  

 	
 12/053,372

 	
  

 	
  

 
	
 07-17

 	
  

 	
 USA

 	
  

 	
 “Anti-reflection
 Etching of Silicon Surfaces
 Catalyzed with Ionic Metal Solutions”

 	
  

 	
 12/053,445

 	
  

 	
  

 
	
 07-17CN

 	
  

 	
 China

 	
  

 	
 “Anti-reflection
 Etching of Silicon Surfaces
 Catalyzed with Ionic Metal Solutions”

 	
  

 	
 2009801102743

 	
  

 	
  

 
	
 07-17EU

 	
  

 	
 European .Union

 	
  

 	
 “Anti-reflection
 Etching of Silicon Surfaces
 Catalyzed with Ionic Metal Solutions”

 	
  

 	
 09722988.4

 	
  

 	
  

 
	
 09-10

 	
  

 	
 PCT

 	
  

 	
 “Wet-Chemical
 Systems and Methods for Producing Black Silicon Substrates”

 	
  

 	
 PCT/US10/56417

 	
  

 	
  

 
	
 11-43

 	
  

 	
 PCT

 	
  

 	
 “Efficient
 Black Silicon Photovoltaic Devices
 with Enhanced Blue Response”

 	
  

 	
 PCT/US11/27479

 	
  

 	
  

 


Initials


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Alliance: 

 	
 

 	
  

 	
 Licensee: 

 	
 

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
 Date: 

 	
 12|12|11

 	
 Date: 

 	
 9
 December, 2011

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 


16






EXHIBIT B: FIELDS OF USE AND FINANCIAL CONSIDERATIONS


          A.
Fields of Use: Equipment and Chemicals to produce photovoltaic
cells integrating the Licensed
Intellectual Property using diffused emitter and Liquid-Phase-Deposited
Passivation.


          B.
Upfront Fee: An up-front cash payment of Twenty Thousand
($20,000) in U.S. dollars due within
thirty (30) days of the Effective Date. If such payment is not timely received,
this Agreement shall be null, void and without effect.


          C.
Continuous Royalty Rate Structure: Throughout the term of the Agreement, Licensee shall pay annually, in accordance with Section
4.2 of this Agreement, to Alliance a running royalty of two and one half percent (2.5%) on all Net Sales
of Licensed Products (excluding Licensed Chemicals) sold by or on behalf of Licensee, Affiliates and
Sublicensees. Licensee shall also pay annually
to Alliance a running royalty of ten percent (10%) of Net Sales of Licensed
Chemicals sold by or on behalf of
Licensee, Affiliates and Sublicensees. In the event that Licensee is required
is required to pay a Third Party
Royalty for the sale of a particular Licensed Product, then the royalty payments made by Licensee hereunder may be
reduced by an amount equal to one half percent (0.5%). In no event shall the continuous royalty payment due hereunder
be less than 2.0% of Net Sales.


          F.
Sublicensing Royalties: As appropriate, sublicensing
royalty payments due Alliance from Licensee
for Net Sales by Sublicensees will be at the same rate and schedule as set forth in Section C above. In addition, Licensee
shall pay to Alliance an amount equal to 15% (15%) of Sublicensing
Revenues received by Licensee. Licensee will be responsible for overseeing, collecting, reporting, and submitting
royalties and Sublicensing Revenues from Sublicensees to Alliance.


          D.
Minimum Annual Royalty Payments: For the 2013 calendar year and each subsequent calendar year during the term of this Agreement,
Licensee shall pay to Alliance a minimum annual royalty payment in the amount of Twenty Five Thousand ($25,000) in U.S.
dollars annually. Licensee shall
make such payment to Alliance within thirty days of the end of the calendar
year in which it is due. For each
calendar year, that year’s Minimum Annual Royalty payment shall be fully creditable against continuous royalties paid to
Alliance, under Exhibit B, paragraph C above, for such calendar year, but shall not be creditable against
any other payment due under this Agreement, including past or future
continuous royalties that may be or become due.


          Alliance
will NOT send invoices for payments due on a fixed schedule. It is Licensee’s responsibility to make all payments in accordance
with this Agreement and all late payments will be charged interest in
accordance with Paragraph 4.4 of this Agreement.


NOTICE


          This
Exhibit contains financial and commercial information that is BUSINESS SENSITIVE and the Parties hereby agree not to use
or disclose this Exhibit to any third party without the advance written approval of the other Party, except: (1) to
those necessary to enable the
Parties to perform under this Agreement; (2) as may be required by the Alliance
Prime Contract with the DOE under the
same restrictions as set forth herein; or (3) in event of


17






breach of any provision of this Agreement by either Party, to
those deemed necessary by the non-breaching Party to enforce the non-breaching
Party’s rights under the Agreement.


Initials


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Alliance: 

 	
 

 	
  

 	
 Licensee: 

 	
 

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
 Date: 

 	
 12|12|11

 	
 Date: 

 	
 9
 December, 2011

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 


18






EXHIBIT C: DEVELOPMENT AND COMMERCIALIZATION PLAN


          Licensee
shall use commercially reasonable efforts to bring the Licensed Products to
market though a thorough, vigorous
and diligent commercialization program, which program shall include but not be limited to the development, marketing,
promotion, distribution and sale of Licensed Products. In partial satisfaction
of such obligations, Licensee represents and warrants that it will invest in
the development of the technology and market for Licensed Products by
committing Licensee’s resources, at a minimum, to the following requirements:


1)
Technical
Milestones:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Achieve
 an AMI .5G efficiency of 17.5% or more on a 4 inch diameter silicon solar
 cell using black silicon
 antireflection control technology, coupled with LPD passivation, by March 1, 2012.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Achieve
 an average reflectance of 2% or less on 156 x 156 mm monocrystalline silicon wafers using black silicon antireflection
 control technology coupled with LPD passivation by April 1,2012.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Achieve
 an AM1.5G efficiency of 17.0% or more on a 156 x 156 mm monocrystalline
 silicon solar cell using black
 silicon antireflection control technology coupled with LPD passivation and
 screen printed contacts by August 1,2012.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Achieve
 an AM1.5G efficiency of 18.5% or more on multiple 156 x 156 mm
 monocrystalline silicon solar cell by July 1,2013.

 


2) Market Milestones:


	
  

 	
  

 	
  

 
	
  

 	
 1)

 	
 Achieve first commercial sale
 of a Licensed Product covered by the Black Silicon Patents on or
 before December 1,2012.

 
	
  

 	
 2)

 	
 Achieve cumulative Net Sales
 of Licensed Products in excess of $1 million on or before December 1,
 2013.

 
	
  

 	
 3)

 	
 Achieve cumulative Net Sales
 of Licensed Products in excess of $2 million on or before December 1,
 2014.

 
	
  

 	
 4)

 	
 Achieve cumulative Net Sales
 of Licensed Products in excess of $3 million on or before December 1,
 2015.

 


          Progress
and substantiation of Licensee meeting these development and commercialization requirements shall be provided to Alliance in the
form of a report to be presented in writing no later than thirty (30) days from the end of each
calendar year and each anniversary thereafter of the Effective Date
thereof.


NOTICE


          This Exhibit contains financial and commercial information
that is BUSINESS SENSITIVE and the
Parties hereby agree not to use or disclose this Exhibit to any third party without the advance written approval of the other
Party, except: (1) to those necessary to enable the Parties to perform under
this Agreement; (2) as may be required by the Alliance 


19






Prime Contract with the DOE under the same restrictions as
set forth herein; or (3) in event of breach of any provision of this Agreement
by either Party, to those deemed necessary by the non-breaching Party to enforce the non-breaching
Party’s rights under the Agreement.


Initials


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Alliance: 

 	
 

 	
  

 	
 Licensee: 

 	
 

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
 Date: 

 	
 12|12|11

 	
 Date: 

 	
 9
 December, 2011

 
	
  

 	 

 	
  

 	
  

 	 

 	
  

 


20