UNITED STATES


License Agreement


between


Natcore Technology, Inc.


and


WilliamMarsh Rice University


Effective Date: March 31, 2004


	
  

 	
  

 
	
  

 	
 Agreement # _______________

 	
  

 










          THIS
LICENSE AGREEMENT (“Agreement”), with an Effective Date of March 31,2004, is
entered into by William Marsh Rice University, hereinafter referred to as
“Rice”, a Texas non-profit corporation with its principal address at 6100 Main Street, Houston, TX 77005, and
Natcore Technology, Inc., hereinafter referred
to as “Licensee”, a Delaware corporation, with its principal address at 47 Club
Way, Red Bank, New Jersey, 07701..


RECITALS:


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 WHEREAS,
 Rice is the owner of certain inventions, know-how and rights pertaining to the controlled deposition of silicon oxide on
 silicon from an aqueous solution at ambient temperature and pressure,
 including, without limitation, all rights pursuant to the patent applications
 listed in Exhibit A; and,

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 WHEREAS, Licensee desires to secure the right and
 license to use, develop, manufacture, market and exploit the Rice Intellectual Property (as
 defined below); and,

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 WHEREAS, Rice has determined that such use, development
 and exploitation of the Rice Intellectual Property is in the
 public’s best interest and is consistent with Rice’s educational and research
 missions and goals.

 


          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, Rice and Licensee, hereby agree as
follows:


SECTION 1 Definitions


	
  

 	
  

 	
  

 
	
 1.1

 	
 “Adjusted
 Gross Sales” means the cash consideration or Fair Market Value of any
 in-kind consideration attributable to the
 Sale of any Rice Licensed Product(s), less qualifying costs directly attributable to such Sale and actually
 identified on the invoice and borne by the seller. Such qualifying costs
 shall be limited to the following:

 
	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Discounts,
 in amounts customary in the trade for quantity purchases;

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Credits or refunds, not
 exceeding the original invoice amount, for claims or returns;

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Transportation insurance
 premiums;

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 Outbound transportation
 expenses; and/or

 
	
  

 	
  

 	
  

 
	
  

 	
 e)

 	
 Sales, or use taxes, or
 duties imposed by a governmental agency paid by or on behalf of Licensee.

 
	
  

 	
  

 	
  

 
	
 1.2

 	
 “Affiliate(s)” means, with respect to each
 Party, any Entity that controls, is controlled by, or is under common control with said Party. An Entity
 shall be deemed to have control of another Entity if it owns directly or
 indirectly a majority of the voting shares of or is entitled directly or
 indirectly to appoint a majority of the directors of the other Entity.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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 1 of 15

 













	
  

 	
  

 
	
 1.3

 	
 “Confidential
 Information” means all information that is of a confidential and
 proprietary nature to Rice, including
 without imitation Rice Intellectual Property and related technology.

 
	
  

 	
  

 
	
 1.4

 	
 “Effective
 Date” means the date first written above on which this Agreement is
 deemed to take effect and both Parties
 become subject to the rights and obligations set forth herein.

 
	
  

 	
  

 
	
 1.5

 	
 “Entity”
 means a corporation, an association, a joint venture, a partnership, a trust,
 a business, an institution, an individual,
 a government or political subdivision thereof, including an agency, or any other
 organization that can exercise independent legal standing.

 
	
  

 	
  

 
	
 1.6

 	
 “Exclusive License” means the license granted by
 Rice to Licensee to engage in the activities defined and limited in
 Section 2.1, such rights granted only to Licensee and to no other Entity;
 provided that Licensee acknowledges that Rice has a continuing right to utilize the
 Rice Intellectual Property for educational
 and research purposes as described in Section 2.3.

 
	
  

 	
  

 
	
 1.7

 	
 “Fair Market Value” means the cash consideration
 which Licensee or its sublicensee would realize from an unaffiliated,
 unrelated buyer in an arm’s length Sale of an identical item sold in the same
 quantity, under the same
 terms, and at the same time and place.

 
	
  

 	
  

 
	
 1.8

 	
 “Federal Government Interest” means the rights
 of the United States Government in inventions made with federal
 assistance as codified at 35 U.S.C. 200-212, and any regulations issued
 thereunder, and as such
 statute or regulations may be amended from time to time hereafter.

 
	
  

 	
  

 
	
 1.9

 	
 “Field of Use” means the deposition of silicon
 oxide (i) for microelectronic, optoelectronic and micromechanical
 applications on silicon in any crystallographic form, as well as on metals,
 glasses, ceramics and plastics, and (ii) for thermomechanical and decorative
 uses on metals, glasses,
 ceramics and plastics.

 
	
  

 	
  

 
	
 1.10

 	
 “Insolvent”
 means being unable to meet one’s debt obligations to another Entity as such
 debt obligations become due and not being
 able to provide reasonable financial assurances of becoming able to
 meet such obligations.

 
	
  

 	
  

 
	
 1.11

 	
 “Licensee” means Licensee and its Affiliates.

 
	
  

 	
  

 
	
 1.12

 	
 “Party”
 shall mean Rice or Licensee individually, and “Parties” shall mean
 Rice and Licensee collectively.

 
	
  

 	
  

 
	
 1.13

 	
 “Rice Intellectual Property” means the Rice
 Patents and Rice Technical Information.

 
	
  

 	
  

 
	
 1.14

 	
 “Rice Licensed Product(s)” means product(s)
 whose manufacture, use or sale is covered by any claim of the Rice Patents;
 product(s) which are made using a process or machine covered by a claim of
 the Rice Patents; or
 product(s) made, at least in part, using Rice Intellectual Property. Rice
 Licensed Product(s) shall also include
 any service rendered through the use of a product, process or machine covered
 by any claim of any of the Rice Patents or enabled by Rice Intellectual
 Property.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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 1.15

 	
 “Rice Patent(s)” are those United States patent
 applications and patents listed in Exhibit A hereto and any corresponding
 foreign patent applications and patents, and any divisional, continuations,
 reissues and reexaminations to the extent that the claims are directed to
 subject matter within the Field of Use.

 
	
  

 	
  

 
	
 1.16

 	
 “Rice Technical Information” means research and
 development information, unpatented inventions, know-how, show-how,
 trade secrets, and technical data, which Rice has a right to disclose, and is
 not otherwise
 exclusively licensed, which was developed under the direct supervision of
 Prof. Andrew Barron in laboratories at Rice prior to the Effective Date, and which
 is used or useful in the production or use of Rice Licensed Product(s) in the Field
 of Use. The transfer of Rice Technical Information to Licensee will continue
 after the Effective Date through discussions and meetings between Licensee and Prof. Andrew Barron, as necessary.

 
	
  

 	
  

 
	
 1.17 

 	
 “Sale”
 means any bona fide transaction for which consideration is received or
 expected for the sale, use, lease, transfer or other disposition of Rice
 Licensed Product(s). A Sale of Rice Licensed Product(s) shall be deemed
 completed at the time Licensee or its sublicensee invoices, ships, or
 receives payment for such Rice Licensed Product(s), whichever occurs first.

 
	
  

 	
  

 
	
 1.18

 	
 “Term of Agreement” shall commence on the
 Effective Date and continue until the date of expiration of the last to expire of Rice’s rights in
 Rice Intellectual Property.

 
	
  

 	
  

 
	
 1.19

 	
 “Territory” is worldwide.

 


SECTION 2 License Grant


	
  

 	
  

 
	
 2.1

 	
 Grant. Rice grants to Licensee an Exclusive License,
 under Rice Intellectual Property to make, have made, use, offer for sale, sell, lease or
 otherwise transfer Rice Licensed Product(s) in the Field of Use in the Territory
 during the Term of Agreement subject to Rice’s rights set forth in Section
 2.3 and to any Federal Government Interest reserved or granted to the
 Government of the United States or to a foreign state pursuant to an existing or future
 treaty with the United States as a matter of law or statute. No other rights or licenses are granted
 hereunder.

 
	
  

 	
  

 
	
  

 	
 Notwithstanding the foregoing exclusive right and
 license granted to Licensee with respect to the use of Rice Technical Information, Rice, Prof.
 Andrew Barron, and the other members of his research teams expressly reserve
 the right and shall be permitted to publish and/or publicly disclose Rice Technical Information in academic or scholarly
 publications or presentations, pursuant to the terms and conditions of this License. Prior to any
 such public disclosure of the Rice Technical Information, Rice or
 Prof. Barron will provide sixty (60) days advance written notice (unless such
 time is not feasible, in which case the
 advance notice will be as prompt as possible). In the event that any such
 publication or public disclosure thereby causes any such Rice Technical
 Information to be publicly available and commercially exploitable by others
 without accounting to Rice as the owner thereof, then Licensee shall no longer be required to
 pay to Rice any royalties related solely to the use of such Rice
 Technical Information.

 
	
  

 	
  

 
	
 2.2

 	
 Sublicensing. Licensee shall have the right to grant
 sublicenses under Section 2.1 to third parties, subject to the following
 conditions:

 






	
  

 	
  

 
	
 License
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 University

 	
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 a)

 	
 Licensee shall confidentially disclose to Rice the
 identity of potential third party sublicensees at the time
 negotiations with said potential sublicensees commence.

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Where sublicense is to grant rights to Rice Patents and
 other patents, Licensee shall, for the purpose of calculating the payment defined in
 Section 3.1.c, confidentially disclose to Rice the relative fair market
 values being ascribed to Rice Patents and other patents.

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Licensee
 shall forward to Rice, within thirty (30) days after execution, a complete
 and accurate copy written in the English
 language of each sublicense granted hereunder. Rice’s receipt of such
 sublicense shall not constitute an approval of such sublicense or a waiver of
 any of Rice’s rights or Licensee’s obligations hereunder. Each
 sublicense shall include the following
 provisions, substantially similar to those of the same title in this
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Section
 3.4, Maintenance of Records

 
	
  

 	
  

 	
  

 	
 Section
 6, Confidentiality

 
	
  

 	
  

 	
  

 	
 Section
 7, Infringement and Litigation

 
	
  

 	
  

 	
  

 	
 Section
 8, Disclaimer of Warranty; Limitation of Liability; Indemnification

 
	
  

 	
  

 	
  

 	
 Section
 9, Insurance

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Licensee’s right to grant sublicenses is contingent
 upon the sublicense agreement meeting the requirements set forth in this Section
 2.2.c.

 
	
  

 	
 d)

 	
 Each sublicense that grants further rights to
 sublicense shall include a provision substantially similar to Section 2.2 of this Agreement.
 Licensee’s or sublicensee’s right to grant sublicenses granting the right to
 further sublicense is contingent upon the sublicense agreement meeting the
 requirements set forth in this Section 2.2.d.

 
	
  

 	
  

 	
  

 
	
  

 	
 e)

 	
 If Licensee becomes Insolvent, Rice’s proportionate
 share of all payments then or thereafter due and owing to Licensee from its
 sublicensees for the sublicense of the Rice Intellectual Property Rights shall upon notice from Rice to
 any such sublicensee become payable directly to Rice for the account of Licensee; provided however, that Rice shall
 remit to Licensee the amount by which such payments exceed the amounts
 owed by Licensee to Rice.

 
	
  

 	
  

 	
  

 
	
  

 	
 f)

 	
 Notwithstanding any such sublicense, Licensee shall
 remain primarily liable to Rice for all of the Licensee’s duties
 and obligations contained in this Agreement, and any act or omission of a sublicensee that would be a breach of
 this Agreement if performed by Licensee shall be deemed to be a breach by Licensee of this Agreement. Each sublicense
 shall contain a right of
 termination by Licensee in the event that the sublicensee materially breaches
 the payment obligations affecting
 Rice or any other material terms and conditions of the sublicense that would constitute a material breach of the terms
 and conditions of this Agreement if such acts were performed by Licensee
 (a “Material Breach”). In the event of a Material Breach by a sublicensee, and if after a reasonable
 opportunity to cure as provided in any such sublicensee, such
 sublicensee fails to cure such Material Breach, then the Licensee shall
 terminate the sublicensee unless Rice
 agrees that such sublicensee need not be terminated. Such Material Breach by
 the sublicensee and termination of a sublicensee’s sublicense shall not
 affect the term of Licensee’s license hereunder or the sublicense of
 any non-breaching sublicensee.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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 g)

 	
 Upon termination of this Agreement pursuant to Article
 5, Rice agrees to enter into a direct license with each sublicensee on substantially
 similar terms as its sublicense agreement with Licensee, provided each such sublicensee is not
 in breach of or default under any of the provisions of its sublicense and further
 providing that such sublicense agreement may require amendment before acceptance
 by Rice in order to respect Rice’s non-profit status and ability to deliver on Licensee’s obligations to
 sublicensee.

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 Rice’s
 Continuing Educational and Research Rights. Notwithstanding the grant of rights to
 Licensee in Section 2.1, Licensee
 acknowledges that Rice shall retain a continuing irrevocable worldwide right to use Rice Intellectual Property on a
 non-exclusive royalty-free basis, including, but not limited to, the right to
 make, have made, use or transfer Rice Licensed Product(s), in each case, for
 educational and research purposes only, including, but not limited to,
 third party sponsored research and collaborations with investigators from
 other not-for-profit institutions or government agencies. Licensee further acknowledges that the scope of
 Rice’s continuing rights includes the right to publish and disclose
 any research results related to any of the foregoing.

 


SECTION 3 Fees, Royalties and Commercial Obligations


	
  

 	
  

 	
  

 
	
 3.1

 	
 License Initiation Fee and
 Royalties.

 
	
  

 	
 a)

 	
 In partial consideration of the Exclusive License
 granted herein, Licensee shall issue to Rice shares of common stock of Licensee; the
 number of shares will correspond to 10% (post-issuance) of the outstanding shares of capital stock of Licensee upon
 the Effective Date. Rice shall enter into a Stock Purchase Agreement
 and Shareholders’ Agreement with the same effective date of this License
 Agreement, and this License Agreement is Exhibit A of the Stock Purchase
 Agreement and the Shareholders’ Agreement is Exhibit B of the Stock Purchase Agreement. Such Shareholders’
 Agreement shall set forth certain shareholder rights including, but
 not limited to, preemptive rights, tag along registration rights,
 anti-dilution purchase rights,
 shareholders’ information rights and the right to appoint one member of the Board
 of Directors of Licensee until such time as the number of Rice owned shares
 in Licensee represents less than 5% of
 the total number of outstanding shares of common stock of Licensee.

 
	
  

 	
 b)

 	
 In further consideration of the Exclusive License
 granted herein, Licensee shall pay to Rice a royalty of 2% (“Royalty”) of Adjusted Gross
 Sales attributable to Licensee.

 
	
  

 	
 c)

 	
 In
 further consideration of the exclusive license granted herein and in lieu of
 a 2% royalty assessment on sublicensees’
 adjusted gross sales, Licensee shall pay to Rice a percentage of any (a) royalties, (b) fees, (c) other cash
 consideration, or (d) the fair market value of non-cash consideration received from any sublicensee and
 attributable to Rice Licensed Products. The applicable percentage shall be determined when such consideration is
 received by Licensee as measured from the Effective Date, as follows:

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
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 Before
 the 1st anniversary:

 	
 5%

 
	
 thereafter,
 but before the 2nd anniversary

 	
 10%

 
	
 thereafter,
 but before the 3rd anniversary

 	
 15%

 
	
 thereafter,
 but before the 4th anniversary

 	
 20%

 
	
 thereafter,
 but before the 5th anniversary

 	
 25%

 
	
 thereafter:

 	
 30%

 







	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 foregoing payment obligation of Licensee shall not apply to sublicensees
 under joint research and development
 agreements, provided that the consideration (cash and non-cash) received by Licensee is for the express purpose
 of directed research and development related to Rice Licensed Products and, provided further, that the rights
 granted to the sublicensee are limited to research and development and do not
 permit the commercialization or Sale of Rice Licensed Products.

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 Royalties
 and other amounts payable by Licensee to Rice under this Section 3.1 shall accompany reports as set forth in Section 3.3
 below.

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 Milestones
 and Maintenance Fees.

 
	
  

 	
  

 
	
  

 	
 a)

 	
 Licensee
 shall not be required to pay an annual license maintenance fee.

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Licensee shall use its best efforts to develop for
 commercial use and to market Rice Licensed Product(s) as soon as
 practicable, consistent with sound and reasonable business practices. Licensee shall also meet the milestones set
 forth in Exhibit B.

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Licensee
 shall provide Rice on each June 1 and December 1 during the Term of this Agreement with written reports, setting forth in
 such detail as Rice may reasonably request, the progress of the
 development, evaluation, testing and commercialization of any Rice Licensed Product(s). Licensee shall also notify
 Rice within thirty (30) days of the first commercial sale of any Rice
 Licensed Product(s).

 
	
  

 	
  

 	
  

 
	
 3.3

 	
 Reports and Royalty Payments. Licensee shall
 deliver to Rice within forty-five (45) days after the end of each calendar
 quarter, any part of which is within the Term of this Agreement, a written
 report, certified
 by the chief financial officer of Licensee and setting forth in reasonable
 detail the calculation of the
 royalties due to Rice for such calendar quarter, including, without
 limitation:

 
	
  

 	
  

 
	
  

 	
 a)

 	
 Number of Rice Licensed Product(s) sold, listed by
 country in which the Sale occurred; and

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Adjusted
 Gross Sales listed by country in which the Sale occurred; and

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Amount
 of cash and non-cash consideration received from all sublicensees; and

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 Payments owed to Rice, listed by category, including
 without limitation, royalties on Sales, and sublicensee-derived consideration,
 including the relative Fair Market Values attributable to Rice Licensed Product(s).

 
	
  

 	
  

 	
  

 
	
  

 	
 Licensee shall accompany each report of this Section
 3.3 with the payment of amounts due to Rice; provided however, if
 Licensee has not received the consideration due for a Sale, or has not
 received the consideration owed to Licensee by a sublicensee, then amounts
 due to Rice with respect to such unreceived consideration will be payable by Licensee
 to Rice upon receipt thereof by Licensee.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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 3.4

 	
 Records. Licensee will maintain, and cause its
 sublicensees to maintain, complete and accurate books and records that
 enable the royalties payable hereunder to be verified. The records for each
 calendar quarter shall be
 maintained for three years after the submission of each report under Section
 3.3 hereof.

 
	
  

 	
  

 
	
 3.5

 	
 Auditing. Upon reasonable prior notice to Licensee,
 Rice, or its appointed accountants, shall have access to such books and records relating to Adjusted Gross Sales as
 necessary to conduct a review or audit of Adjusted Gross Sales. Such
 access shall be available to Rice not more than once each calendar year of
 the Term, during normal business hours, and once a year for three years after
 the expiration or termination of this
 Agreement. Whenever Licensee has its books and records audited by an independent certified public accountant,
 Licensee shall, within 30 days of the conclusion of such audit, provide Rice
 with a written statement, certified by said auditor, setting forth the
 calculation of royalties due to
 Rice over the time period audited as determined from the books and records of
 the Licensee. If an audit of Licensee’s records indicates that Licensee has
 underpaid royalties by 5% or more, Licensee will pay the costs and
 expenses incurred by Rice and its accountants, if any, in connection with the
 review or audit.

 
	
  

 	
  

 
	
 3.6

 	
 Country, Place of Payment, Interest.

 
	
  

 	
  

 
	
  

 	
 a)

 	
 All dollar amounts referred to in this Agreement are
 expressed in United States dollars and all payments to Rice
 shall be made in United States dollars by check payable to “William Marsh Rice University.”

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 If Licensee receives revenues from Adjusted Gross
 Sales or consideration from sublicensees in currency other than
 United States dollars, revenues shall be converted into United States dollars at the
 conversion rate for the foreign currency used by Licensee’s bank on the day
 the bank credits such funds to
 Licensee’s account.

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Amounts that are not paid when due shall accrue
 interest from the due date until paid, at a rate equal to one percent
 (1.0%) per month (or the maximum allowed by law, if less).

 


SECTION 4 Patent Expenses and Reimbursement


	
  

 	
  

 
	
 4.1

 	
 Rice
 has the right and obligation, pursuant to the express terms of this License,
 to prosecute the Rice Patents and the Rice Intellectual Property that may be
 patentable to the extent that it is patentable, and shall work closely with Licensee to develop a suitable strategy
 for the prosecution, development and maintenance of Rice Patents;
 provided that Rice shall maintain final authority in all decisions regarding the prosecution and maintenance of
 Rice Patents. Licensee shall promptly reimburse Rice for all documented attorneys’ fees, expenses,
 official fees and other charges incident to the preparation, prosecution
 and maintenance of Rice Patents pursuant to the strategy developed by Rice in
 consultation with Licensee. Licensee shall not be liable for fees and
 expenses associated with the preparation,
 prosecution and maintenance of Rice Patents, which Licensee has specifically
 advised Rice in writing that it
 does not desire to pursue. Rice shall provide Licensee with itemized
 statements reflecting the expenses owed to Rice for the preparation,
 prosecution and maintenance of Rice Patents and Licensee shall
 reimburse Rice for such expenses within thirty (30) days after receipt of
 such statement.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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 4.2

 	
 Rice shall confer with Licensee regarding choice of
 patent counsel. Although Rice shall maintain final authority in all
 decisions regarding counsel selection, it is intended that both Rice and
 Licensee will interact directly with the selected patent counsel in all phases of
 patent prosecution: preparation, office action responses, filing strategies
 for continuation or divisional applications, etc. Rice will request that copies of all documents prepared by the
 counsel be provided to Licensee for review and comment prior to filing to the
 extent practicable under the circumstances.

 
	
  

 	
  

 
	
 4.3

 	
 Rice shall confer with Licensee as to the countries in
 which Licensee desires to seek patent protection. Should Rice elect not
 to apply for patent protection in a country desired by Licensee, Rice shall
 use reasonable
 efforts to give Licensee written notice of its decision at least thirty (30)
 days prior to the applicable deadline for such foreign filing. Rice shall, upon request
 by Licensee, provide Licensee or its authorized representative with any
 information needed to file or prosecute such patent application and will execute and deliver to Licensee
 all documents required to file and prosecute such patent application.

 
	
  

 	
  

 
	
 4.4

 	
 If
 Rice, at any time during the Term of Agreement, elects to discontinue
 prosecuting a patent application or
 maintaining an issued patent that is included in Rice Patents, Rice shall
 notify Licensee and shall, if so
 requested, assign all rights that Rice may have in the patent application or
 patent to Licensee; provided that
 Licensee shall grant Rice a royalty-free, non-exclusive, irrevocable license
 in any assigned patent rights, such license shall grant Rice
 equivalent rights to Rice’s continuing educational
 and research rights set forth in Section 2.3, but remaining subject to the
 confidentiality obligations of this Agreement.

 
	
  

 	
  

 
	
 4.5

 	
 Licensee
 and its sublicensees shall comply with all United States and foreign laws
 with respect to patent and copyright marking of Rice Licensed Product(s).

 


SECTION 5 Term and Termination


	
  

 	
  

 	
  

 
	
 5.1

 	
 This
 Agreement, unless sooner terminated as provided herein, shall terminate at
 the end of the Term of Agreement
 as defined in Section 1.18.

 
	
  

 	
  

 
	
 5.2

 	
 Licensee,
 at its option, may terminate this Agreement at any time by doing all of the
 following:

 
	
  

 	
  

 
	
  

 	
 a)

 	
 By ceasing to make (once
 production has commenced), have made, use and sell any Rice Licensed
 Product(s), and;

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 By giving sixty (60) days
 prior written notice to Rice of such cessation and of Licensee’s intent to
 terminate; and

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 By transferring all of its
 sublicenses to Rice as per Section 2.2.g., and;

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 By tendering payment of
 all accrued royalties and other payments due to Rice.

 
	
  

 	
  

 	
  

 
	
 5.3

 	
 Licensee,
 at its option, may terminate this Agreement upon written notice to Rice if
 Rice breaches this

 






	
  

 	
  

 
	
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 University

 	
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 Agreement and does not cure such breach within sixty
 (60) days after receiving written notice thereof from Licensee. Notwithstanding the above,
 the Licensee is not required to terminate this License upon any such breach, and may pursue all of its
 rights at law and in equity in the event of a breach by Rice.

 
	
  

 	
  

 
	
 5.4

 	
 Rice, at its option, may terminate this Agreement, upon
 written notice to Licensee of Rice’s intent to terminate, if any of the following occur:

 
	
  

 	
  

 
	
  

 	
 a)

 	
 Licensee has not met a milestone set forth in Exhibit B
 after receiving sixty (60) days notice from Rice of Rice’s intent to terminate if such
 milestones are not met or renegotiated to Rice’s satisfaction; or

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Licensee
 becomes more than ninety (90) days in arrears in any payments, fees or other
 expenses due pursuant to this Agreement; or

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Licensee
 breaches this Agreement, other than being in arrears in payments, fees or
 other expenses, and does not cure such
 breach within ninety (90) days after receiving written notice thereof
 from Rice.

 
	
  

 	
  

 	
  

 
	
 5.5

 	
 If Licensee becomes Insolvent, all duties of Rice and
 all rights (but not duties) of Licensee under this Agreement shall
 immediately terminate without the necessity of any action being taken by Rice
 or by Licensee.

 
	
  

 	
  

 
	
 5.6

 	
 Upon termination of this Agreement, except under
 Section 5.1, Licensee shall have ninety (90) days to complete the manufacture
 of work in progress and one hundred eighty (180) days to complete the sale of any Rice Licensed
 Product(s) in stock or in the course of manufacture at the time of
 termination; provided, however, that all such Sales are subject to the royalty and
 accounting obligations set forth in this Agreement, even if such royalty
 obligations arise from transactions subsequent to the effective date of termination.

 
	
  

 	
  

 
	
 5.7

 	
 Upon termination of this Agreement, except under
 Section 5.1, Licensee shall, at Rice’s request, return to Rice all
 Confidential Information and Rice Technical Information fixed in any tangible
 medium of expression,
 as well as any data generated by Licensee during the term of this Agreement
 which will facilitate the
 development of any technology licensed hereunder.

 
	
  

 	
  

 
	
 5.8

 	
 Licensee’s obligation to pay royalties accrued during
 the Term of Agreement under Section 3 hereof shall survive
 termination of this Agreement. In addition, the provisions of Sections 5, 6,
 7, 8, 9, 10 and 12 shall
 survive any termination or expiration of this Agreement.

 


SECTION 6 Confidentiality


	
  

 	
  

 
	
 6.1

 	
 Licensee
 agrees to maintain in confidence and not to disclose to any third party any
 Confidential Information received
 pursuant to this Agreement; provided however, that Confidential Information may be disclosed to legal counsel or, upon
 execution of an appropriate confidentiality agreement, to sublicensees or
 potential sublicensees, corporate partners or potential corporate partners,
 investment bankers or consultants. Licensee agrees to ensure that its
 employees have access to Confidential
 Information only on a need-to-know basis and that they are obligated in
 writing to abide by Licensee’s obligations hereunder. The foregoing
 obligation shall not apply to:

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
 Page
 9 of 15

 













	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Information
 that is known to Licensee prior to the time of disclosure, in each case, to
 the extent evidenced by written records promptly disclosed to Rice upon
 receipt of the Confidential Information;

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Information disclosed to Licensee by a third party
 that has a right to make such disclosure;

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Information that is independently developed by Licensee
 by employees not having access to or knowledge of Confidential Information, in
 each case, to the extent evidenced by written records disclosed to Rice;

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 Information
 that becomes patented, published or otherwise part of the public domain as a
 result of acts by Rice, or a third person obtaining such information as a
 matter of right;

 
	
  

 	
  

 	
  

 
	
  

 	
 e)

 	
 Information that is required to be disclosed by order
 of United States governmental authority or a court of competent jurisdiction;
 provided that Licensee shall use its best efforts to obtain confidential treatment of such information
 by the agency or court.

 
	
  

 	
  

 	
  

 
	
 6.2

 	
 Rice shall not be obligated to accept or protect any
 confidential information from Licensee, except as may be contemplated by
 a separate agreement entered into priorto the exchange of any Confidential Information.

 
	
  

 	
  

 
	
 6.3

 	
 The placement of a copyright notice on any Confidential
 Information shall not be construed to mean that such information has been published
 and will not release Licensee from its obligation of confidentiality
 hereunder.

 


SECTION 7 Infringement and Litigation


	
  

 	
  

 
	
 7.1

 	
 Rice
 and Licensee are responsible for notifying each other promptly of any
 infringement of Rice Intellectual Property or any misappropriation of Rice
 Confidential Information or Rice Technical Information
 that may come to their attention. Rice and Licensee shall consult one another
 in a timely manner concerning any appropriate response thereto.

 
	
  

 	
  

 
	
 7.2

 	
 Licensee
 shall have the right, but not the obligation to prosecute such infringement
 or misappropriation at its own expense. Licensee shall not settle or
 compromise any such suit in a manner that
 imposes any obligations or restrictions on Rice or grants any rights to Rice
 Intellectual Property, without
 Rice’s advance written permission. Financial recoveries from any such
 litigation will first be applied
 to reimburse Licensee for its litigation expenditures with additional
 recoveries being paid to Licensee,
 subject to any royalties or other payments that would have been due Rice
 based upon Section 3 as if the litigation recovery had been revenue
 received from a sublicensee.

 
	
  

 	
  

 
	
 7.3

 	
 Licensee’s
 prosecution rights under Section 7.2 shall be subject to the continuing right
 of Rice to intervene at Rice’s own expense and join Licensee in any claim or
 suit for infringement or misappropriation
 of Rice Intellectual Property. Any consideration received in settlement of
 any claim or suit shall be shared between Rice and Licensee in
 proportion with their share of the litigation expenses in such infringement
 action.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
 Page
 10 of 15

 













	
  

 	
  

 
	
 7.4

 	
 If Licensee fails to prosecute such infringement or
 misappropriation, Rice shall have the right, but not the obligation, to
 prosecute such infringement or misappropriation at its own expense. In such
 event, financial recoveries
 will be entirely retained by Rice.

 
	
  

 	
  

 
	
 7.5

 	
 In any action to enforce any of the Rice Intellectual
 Property, either Party, at the request and expense of the other Party, shall
 cooperate to the fullest extent reasonably possible. This provision shall not
 be construed
 to require either Party to undertake any activities, including legal
 discovery, at the request of any third party except as may be required by lawful
 process of a court of competent jurisdiction.

 


SECTION 8 Disclaimer of Warranty; Limitation of Liability;
Indemnification


	
  

 	
  

 	
  

 
	
 8.1

 	
 The Rice Intellectual Property, and any other
 information or technology provided by Rice and used in the manufacture, use or
 sale of Rice Licensed Product(s) are provided on an “as is” basis and Rice
 makes no representations
 or warranties, express or implied, with respect thereto. By way of example
 but not of limitation,
 Rice makes no representations or warranties (i) of commercial utility, (ii)
 of merchantability or fitness for a particular purpose, or (iii) that the
 use of the Rice Intellectual Property, or Rice Licensed Product(s) will not
 infringe any patent, copyright, trademark, or other proprietary or property
 rights of others.

 
	
  

 	
  

 
	
 8.2

 	
 In no event shall Rice be liable to Licensee or
 Licensee’s sublicensees, Licensee’s or Licensee’s sublicensee’s successors
 or assigns or any third party with respect to any claim (w) arising from the
 use of the
 Rice Intellectual Property, (x) arising from the manufacture, use or sale of
 Rice Licensed Product(s), (y) for loss of profits, loss or interruption of
 business, or (z) for indirect, incidental, special or consequential damages of any kind.

 
	
  

 	
  

 
	
 8.3

 	
 Licensee shall defend, indemnify and hold harmless
 Rice, its trustees, officers, agents, subcontractors, students and
 employees (individually, an “Indemnified Party”, and collectively, the
 “Indemnified Parties”), from and against any and all liability, loss, damage,
 action, claim or expense suffered or incurred by the Indemnified Parties
 (including, but not limited to, attorney’s fees) (individually, a
 “Liability”, and collectively, the “Liabilities”) that results from or arises
 out of: (i) the development, use, manufacture, promotion, sale or other
 disposition, of any Rice Intellectual Property or Rice Licensed Product(s) by
 Licensee, its assignees, sublicensees, vendors or other third parties; (ii)
 breach by Licensee of any covenant or agreement contained in this Agreement; and
 (iii) the enforcement by an Indemnified Party of its rights under this
 Section. Without limiting the foregoing, Licensee shall defend, indemnify and
 hold harmless the Indemnified Parties from and against any Liabilities
 resulting from:

 
	
  

 	
  

 
	
  

 	
 a)

 	
 any product liability or other claim of any kind
 related to the use by a third party of a Rice Licensed Product(s)
 that was manufactured, sold or otherwise disposed of by Licensee, its assignees, sublicensees, vendors or other
 third parties; or

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 a claim by a third party that the Rice Intellectual
 Property or the design, composition, manufacture, use, sale or other disposition of
 any Rice Licensed Product(s) infringes or violates any patent, copyright,
 trademark or other intellectual property rights of such third party.

 
	
  

 	
  

 	
  

 
	
 8.4

 	
 The Indemnified Party shall promptly notify Licensee
 of any claim or action giving rise to Liabilities. Licensee shall have the right
 to defend any such claim or action, at its cost and expense with attorneys
 reasonably satisfactory to Rice. Licensee shall not settle or compromise any
 such claim or action in a manner that imposes any restrictions or obligations on
 Rice or grants any rights to the Rice Intellectual Property or Rice
 Licensed Product(s) without Rice’s prior written consent. If Licensee fails
 or declines to assume the defense of any such claim or action within thirty (30) days
 after notice thereof, Rice may assume the defense of such claim or action for the
 account and at the risk of Licensee, and any liabilities related thereto shall
 be conclusively deemed a liability of Licensee. Licensee shall pay promptly
 to the Indemnified
 Party any Liabilities to which the foregoing indemnity relates, as incurred.
 The indemnification
 rights of Rice or any other Indemnified Party contained herein are in
 addition to all other rights which Rice or such other Indemnified Party may
 have at law or in equity or otherwise.

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
 Page
 11 of 15

 










SECTION 9 Insurance


	
  

 	
  

 
	
 9.1

 	
 Licensee and each of its sublicensees shall procure and
 maintain in full force and effect, throughout the Term of
 Agreement, commercial general liability insurance for a minimum amount of
 $5,000,000 per occurrence and
 $5,000,000 in the aggregate.

 
	
  

 	
  

 
	
 9.2

 	
 Rice reserves the right to request additional policies
 of insurance where appropriate and reasonable in light of Licensee’s business operations and
 availability of coverage.

 
	
  

 	
  

 
	
 9.3

 	
 The policy or policies of insurance specified herein
 shall be issued by an insurance carrier with an A.M. Best rating of “A” or better and shall
 name Rice as an additional insured with respect to Licensee’s performance of this Agreement. All rights of subrogation
 shall be waived against Rice and its insurers. Licensee shall, upon
 request by Rice, provide Rice with certificates evidencing the insurance
 coverage required herein and all subsequent renewals thereof. Such certificates
 shall provide that Licensee’s insurance carrier(s) notify Rice in writing at
 least 30 days prior to a cancellation or material change in coverage.

 
	
  

 	
  

 
	
 9.4

 	
 The specified minimum insurance amounts shall not
 constitute a limitation on Licensee’s obligation to indemnify Rice under this Agreement.

 


SECTION 10 Use of Names; Independent Contractor


	
  

 	
  

 
	
 10.1

 	
 Licensee and its employees and agents shall not use and
 Licensee shall not permit its sublicensees to use Rice’s name, any
 adaptation thereof, any Rice logotype, trademark, service mark or slogan or
 the name
 mark or logotype of any Rice representative or organization in any way
 without the prior, written consent
 of Rice.

 
	
  

 	
  

 
	
 10.2

 	
 Rice
 shall permit Licensee to acknowledge that Licensee has entered into an
 exclusive license for rights to certain technology developed at Rice.

 
	
  

 	
  

 
	
 10.3

 	
 Licensee
 and Rice intend that their relationship under this Agreement shall be as
 independent contractors, and neither Licensee nor 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 Licensee and Rice (including, its faculty, students and employees). Moreover, neither
 Party shall have the authority to enter into contracts on behalf of
 the other Party.

 






	
  

 	
  

 
	
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 University

 	
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SECTION 11 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
with confirmation or electronic transmission with confirmation, or by certified
or registered mail, postage prepaid, return receipt requested, addressed to the
other Party as follows (or as changed by written notice pursuant to this
Section 11):


	
  

 	
  

 
	
 If
 for Rice:

 	
 If
 for Licensee:

 
	
  

 	
  

 
	
 Office
 of Technology Transfer - MS 705

 	
 Natcore
 Technology, Inc.

 
	
 317 Lovett Hall (Entrance
 D)

 	
 47
 Club Way

 
	
 Rice
 University

 	
 Red Bank, NJ 07701

 
	
 6100
 Main Street

 	
  

 
	
 P.O.
 Box 1892

 	
  

 







	
  

 	
  

 	
  

 	
  

 
	
 Houston, TX 77005-1892

 	
  

 	
  

 
	
 Attn:

 	
 Dr.
 Daryl S. Boudreaux, Director

 	
 Attn:

 	
 Charles
 R. Provini

 
	
 Phone:

 	
 (713)348-6173

 	
 Phone:

 	
 212-391-2709

 
	
 Fax:

 	
 (713)348-6289

 	
  

 	
  

 
	
 Email:

 	
 techtran@rice.edu

 	
 Email:

 	
 provini@comcast.net

 


SECTION 12 Additional Provisions


	
  

 	
  

 
	
 12.1

 	
 Legal Compliance. Licensee shall
 comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture,
 marketing, sale, use, import or export of Rice Intellectual Property and Rice
 Licensed Product(s). Without limiting the forgoing, it is understood that
 Rice Intellectual Property and Rice
 Licensed Product(s) may be subject to United States export laws and regulations. The transfer of certain technical
 data and commodities may require approval or a license from an agency of the
 United States Government and/or written assurances by Licensee that Licensee shall
 not export data or commodities to certain foreign countries without prior
 approval of such agency. Rice neither
 represents that such governmental approval or license is not required nor that,
 if required, such approval or license will issue.

 
	
  

 	
  

 
	
 12.2

 	
 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.

 
	
  

 	
  

 
	
 12.3

 	
 Entire Agreement; Further Assurances. This Agreement,
 including Exhibits A, B, C, and D 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. 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.

 






	
  

 	
  

 
	
 License
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 University

 	
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 12.4

 	
 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 either 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.

 
	
  

 	
  

 
	
 12.5

 	
 Force Majeure; Remedies Cumulative. In the event either
 Party’s performance under this Agreement is in any way prevented or delayed
 as a result of causes or conditions (other than financial incapacity to pay) beyond such Party’s reasonable
 control, such Party shall be excused temporarily without liability with respect to such performance or
 nonperformance; provided, however, that such Party must diligently pursue reasonable and appropriate
 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.

 
	
  

 	
  

 
	
 12.6

 	
 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 attemptto 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).

 
	
  

 	
  

 
	
 12.7

 	
 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). Licensee 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 costs as may be incurred in
 connection therewith in addition to any such other relief as may be
 granted.

 
	
  

 	
  

 
	
 12.8

 	
 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 extend
 practical, be deemed valid and enforceable, and the rights and obligations of
 the Parties shall be construed and enforced accordingly.

 






	
  

 	
  

 
	
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 12.9

 	
 Construction
 of Agreement. The
 Parties acknowledge and agree that both Parties substantially participated in negotiating the provisions of
 this Agreement; therefore, both Parties agree that this Agreement shall not be construed more favorably
 toward one Party than the other Party, regardless of which Party primarily drafted the Agreement. The
 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.

 
	
  

 	
  

 
	
 12.10

 	
 Third Party Beneficiaries. Nothing in this
 Agreement, express or implied, is intended to confer any benefits, rights or
 remedies on any Entity, other than the Parties and their successors and
 permitted assigns.

 
	
  

 	
  

 
	
 12.11

 	
 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.

 






	
  

 	
  

 
	
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 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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 15 of 15

 










IN
WITNESS WHEREOF the Parties, intending to be legally bound, have caused this
Agreement to be executed and delivered by their duly authorized representatives
and effective as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 William
 Marsh Rice University

 	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 
	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 	
 Date:

 	
 4-1-04

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Signature:

 	
  

 	
  

 	
 Signature:

 	
 

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
 Scott W. Wise 

 	
  

 	
  

 	
 Charles
 Provini

 
	
  

 	
 Vice President for

 	
  

 	
  

 	
 President
 and CEO

 
	
  

 	
 Investments
 and Treasurer

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Reviewed and recommended
 for signature:

 	
  

 
	
  

 	
  

 
	
 Signature:

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Daryl S Boudreaux

 	
  

 
	
  

 	
 Director,

 	
  

 
	
  

 	
 Office
 of Technology Transfer

 	
  

 






	
  

 	
  

 
	
 License
 Agreement between Natcore Technology, Inc. & William Marsh Rice
 University

 	
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IN
WITNESS WHEREOF the Parties, intending to be legally bound, have caused this
Agreement to be executed and delivered by their duly authorized representatives
and effective as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 William
 Marsh Rice University

 	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 
	
  

 	
  

 	
  

 
	
 Date:

 	
 April 6, 2004

 	
  

 	
 Date:

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Signature:

 	
 

 	
  

 	
 Signature:

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
 Scott W. Wise 

 	
  

 	
  

 	
 Charles
 Provini

 
	
  

 	
 Vice President for

 	
  

 	
  

 	
 President
 and CEO

 
	
  

 	
 Investments
 and Treasurer

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Reviewed and recommended
 for signature:

 	
  

 
	
  

 	
  

 
	
 Signature:

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Daryl S Boudreaux

 	
  

 
	
  

 	
 Director,

 	
  

 
	
  

 	
 Office
 of Technology Transfer

 	
  

 






	
  

 	
  

 
	
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 Agreement between Natcore Technology, Inc. & William Marsh Rice
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Exhibit A


Rice Intellectual Property


I. Rice Patent(s) and patent
applications


U.S.
Provisional Patent Application “Method for Low Temperature Growth of Inorganic
Materials from Solution using Growth and Re-Growth”, Serial No. 60/427,392,
filed November 19, 2002.






Exhibit B


Milestones


	
  

 	
  

 	
  

 
	
 1.

 	
 Secure first round funding six months after the
 license agreement is signed.

 
	
  

 	
  

 
	
 2.

 	
 Award
 product development contract within 9 months.

 
	
  

 	
  

 
	
  

 	
 2.1

 	
 Complete Phase 1 within 7 months (demonstrate film
 growth on large area wafers, improve purity).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 Complete Phase 2 within 2 1⁄2years (develop multiple wafer, high throughput process).

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Secure second round funding within 2 1⁄2years.

 
	
  

 	
  

 
	
 4.

 	
 Hire Director of Product Development and Manufacturing
 (1 person), in-house R&D staff (3 persons) and
 business/operations managers (2 persons) within 1 1⁄2years (assumes money is available).

 
	
  

 	
  

 
	
 5.

 	
 Initiate product qualification program within 2 1⁄2years (Natcore R&D personnel
 located on-site at performing
 organization). Complete qualification program within 3 years.

 










Exhibit C


Stock Purchase Agreement


          To
be provided by Licensee for review by Rice prior to execution of license. This document
should be accompanied by a capitalization table that shows ownership before and
after the execution of deal with Rice.






Exhibit D


Shareholder’s Agreement


          To
be provided by Licensee for review by Rice prior to execution of license.


Chuck,


          It
is expected that you will provide a copy of all interrelated company founding
documents for our legal review. As you know, there are issues in the
corporation’s by-laws that interrelate with purchase rights and shareholder
rights, etc.


Daryl