UNITED STATES


National Renewable
Energy Laboratory


Funds-in

Cooperative Research and Development Agreement


STEVENSON-WYDLER (15 U.S.C. 3710)

COOPERATIVE RESEARCH AND DEVELOPMENT
AGREEMENT

(hereinafter “CRADA”) No. CRD-12-475


between


Alliance for Sustainable Energy, LLC, Operator of

The National Renewable Energy
Laboratory

under its U.S. Department of Energy Contract No. DE-AC36-08GO28308,

1617 Cole Blvd., Golden, CO 80401
(hereinafter “Contractor”)


and


Natcore Technology Inc.

87 Maple Avenue

Red Bank NJ 07701


(hereinafter
“Participant”),


both being hereinafter jointly referred to as the “Parties.”


ARTICLE
I. Definitions


	
  

 	
  

 
	
 A.

 	
 “Government” means the Federal
 Government of the United States of America and agencies thereof.

 
	
  

 	
  

 
	
 B.

 	
 “DOE” means the Department of
 Energy, an agency of the Federal Government.

 
	
  

 	
  

 
	
 C.

 	
 “Contracting Officer” means the
 DOE employee administering the Contractor’s DOE contract.

 
	
  

 	
  

 
	
 D.

 	
 “Generated Information” means
 information produced in the performance of this CRADA.

 
	
  

 	
  

 
	
 E.

 	
 “Proprietary Information” means
 information which embodies (i) trade secrets or (ii) commercial or financial information which is privileged or
 confidential under the Freedom of Information Act (5 U.S.C. 552 (b)(4)),
 either of which is developed at private expense outside of this CRADA and which
 is marked as Proprietary Information.

 
	
  

 	
  

 
	
 F.

 	
 “Protected CRADA Information”
 means Generated Information which is marked as being Protected CRADA Information by a Party to this
 CRADA and which would have been Proprietary Information had it been obtained
 from a non-Federal entity.

 
	
  

 	
  

 
	
 G.

 	
 “Subject Invention” means any
 invention of the Contractor or Participant conceived or first actually reduced to practice in the performance
 of work under this CRADA.

 
	
  

 	
  

 
	
 H.

 	
 “Intellectual Property” means
 Patents, Trademarks, Copyrights, Mask Works, Protected CRADA Information and other forms of comparable
 property rights protected by Federal Law and foreign counterparts,
 except trade secrets.

 


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 I.

 	
 “Trademark” means a distinctive
 mark, symbol, or emblem used in commerce by a producer or manufacturer to
 identify and distinguish its goods or services from those of others.

 
	
  

 	
  

 
	
 J.

 	
 “Service Mark” means a
 distinctive word, slogan, design, picture, symbol, or any combination thereof, used in commerce by a
 person to identify and distinguish its services from those of others.

 
	
  

 	
  

 
	
 K.

 	
 “Mask Work” means a series of
 related images, however fixed or encoded, having or representing the
 predetermined, three-dimensional pattern of metallic, insulating, or semiconductor material present or removed from
 the layers of a semiconductor chip product and in which series the relation
 of the images to one another is that each image has the pattern of the surface of one form of
 the semiconductor chip product.

 
	
  

 	
  

 
	
 L.

 	
 “Background Intellectual
 Property” means the Intellectual Property identified by the Parties (in an
 Appendix titled “Background Intellectual Property” if applicable), which was
 in existence prior to or is first produced outside of this CRADA, except that
 in the case of inventions in those identified items, the inventions must have been conceived outside of this CRADA
 and not first actually reduced to practice under this CRADA to qualify as
 Background Intellectual Property.

 
	
  

 	
  

 
	
 M. 

 	
 “Foreign Interest” is defined
 as any of the following:

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 A foreign government or foreign
 government agency;

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 Any form of business
 enterprise organized under the laws of any country other than the United States
 or its possessions;

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 Any form of business enterprise
 organized or incorporated under the laws of the United States, or a State or
 other jurisdiction within the United States, which is owned, controlled, or
 influenced by a foreign government, agency, firm, corporation or
 person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

 	
 Any person who is not a U.S. citizen.

 
	
  

 	
  

 	
  

 
	
 N.

 	
 “Foreign ownership, control,
 or influence (FOCI)” means the situation where the degree of ownership, control, or influence over a
 participant by a foreign interest is such that a reasonable basis exists for
 concluding that compromise of classified information or special nuclear
 material, as defined in 10 CFR Part 710, may result.

 



ARTICLE II. Joint Work Statement


Appendix A, Joint Work Statement,
is an integral part of this CRADA.


ARTICLE
III. Term, Funding, and Costs


	
  

 	
  

 
	
 A.

 	
 The effective date of this
 CRADA shall be the latter date of (1) the date on which it is signed by the
 last of the Parties or (2) the date on which it is approved by DOE. The work
 to be performed under this CRADA
 shall be completed within 12 months from the effective date.

 
	
  

 	
  

 
	
 B.

 	
 The Participant’s estimated
 contribution is $100,000 funds-in. The Contractor’s estimated in-kind contribution
 is $50,000 subject to available funding.

 
	
  

 	
  

 
	
 C.

 	
 Neither Party shall have an
 obligation to continue or complete performance of its work at a contribution in excess of its estimated
 contribution as contained in Article III B above, including any
 subsequent amendment.

 


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 D.

 	
 Each Party agrees to provide at
 least thirty- (30) days’ notice to the other Party if the actual cost to complete
 performance will exceed its estimated cost.

 
	
  

 	
  

 
	
 E.

 	
 The Participant shall provide
 Contractor sufficient advance funds to maintain approximately a 90-day
 advance of funds during the entire period of work. If this is a 100% funds-in
 CRADA, no work will begin before
 the receipt of a sufficient cash advance. Failure of the Participant to provide the necessary advance funding is cause
 for termination of the CRADA.

 



ARTICLE
IV. Personal Property


All tangible personal property
produced or acquired under this CRADA (specifically excluding Intellectual Property rights, Background Intellectual
Property, and Proprietary Information) shall become the property of the Participant or the Government, depending
upon whose funds were used to obtain it. Such property is identified in Appendix A, Joint Work Statement.
Personal property shall be disposed of as directed by the owner at the owner’s expense. There shall not be
any jointly funded property under this CRADA except by the mutual
agreement of the Parties.


ARTICLE
V. Disclaimer


THE GOVERNMENT, THE PARTICIPANT,
AND THE CONTRACTOR MAKE NO EXPRESS OR IMPLIED
WARRANTY AS TO THE CONDITIONS OF THE RESEARCH OR ANY INTELLECTUAL PROPERTY, GENERATED INFORMATION, OR PRODUCT MADE
OR DEVELOPED UNDER THIS CRADA, OR THE OWNERSHIP, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OF THE RESEARCH
OR RESULTING PRODUCT. NEITHER THE GOVERNMENT, THE PARTICIPANT, NOR THE CONTRACTOR SHALL BE LIABLE
FOR LOST PROFITS, LOST SAVINGS,
SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, EVEN IF SUCH PARTY IS MADE AWARE OF THE
POSSIBILITY THEREOF.


ARTICLE
VI. Product Liability


Except for any liability
resulting from any negligent acts or omissions of Contractor, the Participant
indemnifies the Government and the Contractor for all damages, costs and
expenses, including attorney’s fees, arising from personal injury or property
damage occurring as a result of the making, using or selling of a product,
process or service by or on behalf of the Participant, its assignees or
licensees, which was derived from the
work performed under this CRADA. In respect to this article, neither the
Government nor the Contractor shall
be considered assignees or licensees of the Participant, as a result of
reserved Government and Contractor rights. The indemnity set forth in this
paragraph shall apply only if the Participant shall have been informed as soon
and as completely as practical by the Contractor and/or the Government of the
action alleging such claim and shall have been given an opportunity, to the maximum
extent afforded by applicable laws, rules, or regulations, to participate in
and control its defense, and the Contractor
and/or the Government shall have provided all reasonably available information
and reasonable assistance requested
by the Participant. No settlement for which the Participant would be
responsible shall be made without the Participant’s consent unless required by
final decree of a court of competent jurisdiction.


ARTICLE
VII. Obligations As To Proprietary Information


	
  

 	
  

 
	
 A.

 	
 Each Party agrees to not
 disclose Proprietary Information provided by another Party to anyone other than the CRADA Participant and Contractor
 without written approval of the providing Party, except to Government
 employees who are subject to the statutory provisions against disclosure of
 confidential information set forth in the Trade Secrets Act (18 U.S.C. 1905).

 


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 B.

 	
 If Proprietary Information is
 orally disclosed to a Party, it shall be identified as such, orally, at the time
 of disclosure and confirmed in a written summary thereof, appropriately
 marked by the disclosing Party, within ten (10) days as being Proprietary
 Information.

 
	
  

 	
  

 
	
 C.

 	
 All Proprietary Information shall be returned to the
 provider thereof at the conclusion of this CRADA at the provider’s expense.

 
	
  

 	
  

 
	
 D.

 	
 All Proprietary Information shall be protected for a
 period of five (5) years from the effective date of this CRADA, unless such
 Proprietary Information becomes publicly known without the fault of the
 recipient, shall come into recipient’s possession without breach by the
 recipient of any of the obligations set forth herein, or is independently
 developed by recipient’s employees who did not have access to such
 Proprietary Information.

 
	
  

 	
  

 
	
 E.

 	
 In no case shall the Contractor provide Proprietary
 Information of the Participant to any person or entity for commercial
 purposes, unless otherwise agreed to in writing by such Participant.

 



ARTICLE
VIII. Obligations As To Protected CRADA Information


	
  

 	
  

 	
  

 
	
 A.

 	
 Each Party may designate as Protected CRADA Information
 any Generated Information produced by its employees which meets the
 definition of Article I.F and, with the agreement of the other Party, so
 designate any Generated Information produced by the other Party’s employees
 which meets the definition of Article I. F. All such designated Protected
 CRADA Information shall be appropriately marked.

 
	
  

 	
  

 
	
 B.

 	
 For a period of five (5) years from the date
 Protected CRADA Information is produced, the Parties agree not to further
 disclose such information except:

 
	
  

 	
  

 
	
  

 	
 (1)

 	
 as necessary to perform this CRADA;

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 as provided in Article XI [REPORTS AND ABSTRACTS];

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 as requested by the DOE Contracting Officer to be
 provided to other DOE facilities for use only at those DOE facilities with
 the same protection in place;

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

 	
 to existing or potential licensees, affiliates,
 customers, or suppliers of the Parties in support of commercialization of the
 technology with the same protection in place. Disclosure of the Participant’s
 Protected CRADA Information under this subparagraph shall only be done with
 the Participant’s consent; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

 	
 as mutually agreed in writing by the Parties in
 advance.

 
	
  

 	
  

 	
  

 
	
 C.

 	
 The obligations of paragraph B. above shall end
 sooner for any Protected CRADA Information which shall become publicly known
 without fault of either Party, shall come into a Party’s possession without
 breach by that party of the obligations of paragraph B above, or shall be
 independently developed by a Party’s employees who did not have access to the
 Protected CRADA Information.

 



ARTICLE
IX. Rights in Generated Information


The Parties agree that they shall have no obligations
of nondisclosure or limitations on their use of, and the Government shall have
unlimited rights in, all Generated Information produced and information
provided


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by the Parties under this CRADA,
except for (a) information which is marked as being Copyrighted (subject to
Article XIII) or as Protected CRADA Information (subject to Article VIII B) or
as Proprietary Information (subject
to Article VII B), or (b) information that discloses an invention which may
later be the subject of a U.S. or foreign Patent application.


ARTICLE X. Export Control


THE PARTIES UNDERSTAND THAT
MATERIALS AND INFORMATION RESULTING FROM THE PERFORMANCE OF THIS CRADA MAY BE SUBJECT TO EXPORT CONTROL LAWS AND
THAT EACH PARTY IS RESPONSIBLE FOR
ITS OWN COMPLIANCE WITH SUCH LAWS.


ARTICLE XI. Reports and Abstracts


	
  

 	
  

 	
  

 
	
 A.

 	
 The Parties agree to produce
 the following deliverables:

 
	
  

 	
  

 
	
  

 	
 (1)

 	
 an initial abstract suitable
 for public release at the time the CRADA is approved by DOE;

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 other abstracts (final when
 work is complete, and others as substantial changes in scope and
 dollars occur);

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 a final report, upon completion
 or termination of this CRADA, to include a list of Subject Inventions;

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

 	
 an annual signed financial
 report of the Participant’s in-kind contributions to the project;

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

 	
 other topical/periodic reports,
 when the nature of research and magnitude of dollars justify, as set
 forth in Appendix A; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

 	
 computer software in source and
 executable object code format as defined within the Joint Work
 Statement or elsewhere within the CRADA documentation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the above-identified
 deliverables shall include the project identification number as described in DOE’s Research and Development
 (R&D) Tracking System Data and Process
 Guidance Document (http://www.osti.gov/rdprojects/guidance.jsp).

 
	
  

 	
  

 	
  

 
	
 B.

 	
 The Parties acknowledge that
 the Contractor has the responsibility to provide the above information at the
 time of its completion to the DOE Office of Scientific and Technical Information.

 
	
  

 	
  

 
	
 C.

 	
 The Participant agrees to
 provide the above information to the Contractor to enable full compliance
 with paragraph B of this article.

 
	
  

 	
  

 
	
 D.

 	
 The Parties acknowledge that
 the Contractor and the DOE have a need to document the long-term economic
 benefit of the cooperative research under this CRADA. Therefore, the
 Participant shall respond to the Contractor’s reasonable requests, during the
 term of this CRADA and for a period of two (2) years thereafter for
 pertinent information.

 



ARTICLE XII. Prepublication Review


	
  

 	
  

 
	
 A.

 	
 The Parties anticipate that
 their employees may wish to publish technical developments and/or research findings generated in the course of
 this CRADA. On the other hand, the Parties recognize that an objective of this CRADA is to provide business
 advantages to the Participant. In order to reconcile publication and
 business concerns, the Parties agree to a review procedure as follows:

 


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 1.

 	
 Each Party (“Submitter”) shall submit to the other
 Party (“Recipient”), in advance, proposed written and oral publications
 pertaining to work under the CRADA. Proposed oral publications shall be
 submitted to the Recipient in the form of a written presentation synopsis and
 a written abstract.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 The Recipient shall provide a written response to
 the Submitter within 30 clays, either objecting or not objecting to the
 proposed publication. The Submitter shall consider all objections of the
 Recipient and shall not unreasonably refuse to incorporate the suggestions
 and meet the objections of the Recipient. The proposed publication shall be
 deemed not objectionable, unless the proposed publication contains
 Proprietary Information, Protected CRADA Information, export controlled
 information or material that would create potential statutory bars to filing
 the United States or corresponding foreign Patent applications, in which case
 express written permission shall be required for publication. In the event an
 objection is raised because of potential statutory bar, the Recipient shall
 file its Patent application within 30 days of making such objection, after
 which time the Submitter is free to publish.

 
	
  

 	
  

 	
  

 
	
 B.

 	
 The Parties agree that neither will use the name of
 the other Party or its employees in any promotional activity, such as
 advertisements, with reference to any product or service resulting from this
 CRADA, without prior written approval of the other Party.

 



ARTICLE
XIII. Copyrights


	
  

 	
  

 
	
 A.

 	
 The Parties may assert Copyright in any of their
 Generated Information. Assertion of Copyright generally means to enforce or
 give an indication of an intent or right to enforce such as by marking or
 securing Federal registration.

 
	
  

 	
  

 
	
 B.

 	
 Each Party shall have the first option to assert
 Copyright in works authored by its employees. Copyrights in co-authored works
 by employees of the Parties shall be held jointly, and use by either Party
 shall be without accounting. A Party electing not to assert Copyright in a
 work authored by its employees agrees to assign such Copyright to the other
 Party upon the request of, and at the expense of, the other Party.

 
	
  

 	
  

 
	
 C.

 	
 For Generated Information, the Parties acknowledge
 that the Government has for itself and others acting on its behalf, a
 royalty-free, non-transferable, nonexclusive, irrevocable worldwide Copyright
 license to reproduce, prepare derivative works, distribute copies to the
 public, and perform publicly and display publicly, by or on behalf of the
 Government, all Copyrightable works produced in the performance of this
 CRADA, subject to the restrictions this CRADA places on publication of
 Proprietary Information and Protected CRADA Information.

 
	
  

 	
  

 
	
 D.

 	
 For all Copyrighted computer software produced in
 the performance of this CRADA, the Party owning the Copyright will provide
 the source code, an expanded abstract as described in Appendix A, the
 executable object code and the minimum support documentation needed by a
 competent user to understand and use the software to U.S. Department of
 Energy Office of Scientific and Technical Information - Energy, Science, and
 Technology Software Center, P.O. Box 62, 1 Science Gov Way, Oak Ridge, TN
 37831-1020. The expanded abstract will be treated in the same manner as Generated
 Information in paragraph C. of this article.

 


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 E.

 	
 The Contractor and the Participant agree that, with
 respect to any Copyrighted computer software produced in the performance of
 this CRADA, DOE has the right, at the end of the period set forth in
 paragraph B. of Article VIII hereof and at the end of each 2-year interval
 thereafter, to request the Contractor and the Participant and any assignee or
 exclusive licensee of the Copyrighted software to grant a nonexclusive,
 partially exclusive, or exclusive license to a responsible applicant upon
 terms that are reasonable under the circumstances, provided such grant does
 not cause a termination of any licensee’s right to use the Copyrighted
 computer software. If the Contractor or the Participant or any assignee or
 exclusive licensee refuses such request, the Contractor and the Participant
 agree that DOE has the right to grant the license if DOE determines that the
 Contractor, the Participant, assignee, or licensee has not made a
 satisfactory demonstration that it is actively pursuing commercialization of
 the Copyrighted computer software.

 
	
  

 	
  

 
	
  

 	
 Before requiring licensing under this paragraph E,
 DOE shall furnish the Contractor/Participant written notice of its intentions
 to require the Contractor/Participant to grant the stated license, and the
 Contractor/Participant shall be allowed 30 days (or such longer period as may
 be authorized by the cognizant DOE Contracting Officer for good cause shown
 in writing by the Contractor/ Participant) after such notice to show cause
 why the license should not be required to be granted.

 
	
  

 	
  

 
	
  

 	
 The Contractor/Participant shall have the right to
 appeal the decision by DOE to the grant of the stated license to the
 Invention Licensing Appeal Board as set forth in paragraphs (b) - (g) of 10
 CFR 781.65, “Appeals.”

 
	
  

 	
  

 
	
 F.

 	
 The Parties agree to place Copyright and other
 notices, as appropriate for the protection of Copyright, in human-readable
 form onto all physical media, and in digitally encoded form in the header of
 machine-readable information recorded on such media such that the notice will
 appear in human-readable form when the digital data are off-loaded or the
 data are accessed for display or printout.

 



ARTICLE
XIV. Reporting Subject Inventions


	
  

 	
  

 
	
 A.

 	
 The Parties agree to disclose to each other each
 Subject Invention which may be patentable or otherwise protectable under the
 Patent Act. The Parties agree that the Contractor and the Participant will
 disclose their respective Subject Inventions to DOE and each other within two
 (2) months after the inventor first discloses the Subject Invention in
 writing to the person(s) responsible for Patent matters of the disclosing
 Party.

 
	
  

 	
  

 
	
 B.

 	
 These disclosures should be in sufficiently complete
 technical detail to convey a clear understanding, to the extent known at the
 time of the disclosure, of the nature, purpose and operation of the Subject
 Invention. The disclosure shall also identify any known actual or potential
 statutory bars, i.e., printed publications describing the Subject Invention
 or the public use or “on sale” of the Subject Invention in this country. The
 Parties further agree to disclose to each other any subsequently known actual
 or potential statutory bar that occurs for a Subject Invention disclosed but
 for which a Patent application has not been filed. All Subject Invention
 disclosures shall be marked as confidential under 35 U.S.C. 205.

 



ARTICLE
XV. Title to Subject Inventions


Wherein DOE has granted the Participant and the
Contractor the right to elect to retain title to their respective Subject
Inventions, and wherein the Participant has the option to choose an exclusive
license, for reasonable compensation, for a pre-negotiated field of use to the
Contractor’s Subject Inventions,


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 A.

 	
 Each Party shall have the
 first option to elect to retain title to any Subject Invention made by its employees, and that election shall be made: (1)
 for the Participant, within 12 months of disclosure of the Subject Invention to DOE, or (2) for the
 Contractor, within 12 months of disclosure of the Subject Invention to DOE.
 If a Parly elects not to retain title to any Subject Invention of its
 employees, the other Party shall have the second option to elect to retain
 title to such Subject Invention. DOE may obtain title to any Subject
 Invention which is not retained by any Party. For Subject Inventions
 conceived or first actually reduced to practice under this CRADA, which are
 joint Subject Inventions made by the Contractor and the Participant, title to
 such Subject Inventions shall be jointly owned by the Contractor and
 the Participant.

 
	
  

 	
  

 
	
 B.

 	
 The Parties acknowledge that
 DOE may obtain title to each Subject Invention reported under Article XIV for which a Patent application or
 applications are not filed pursuant to Article XVI and for which any issued Patents are not
 maintained by any Party to this CRADA.

 
	
  

 	
  

 
	
 C.

 	
 The Parties acknowledge that
 the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have
 practiced for or on behalf of the United States every Subject Invention under
 this CRADA throughout the world. The Parties agree to execute a Confirmatory License
 to affirm the Government’s retained license.

 
	
  

 	
  

 
	
 D.

 	
 During the term of this CRADA
 and for a period of 6 months after the termination or completion of the CRADA, the Participant shall have the
 opportunity, pursuant to 15 U.S.C. 3710a, to obtain a license to Contractor
 Subject Inventions. In particular, the Participant shall have the option to obtain up to and including an exclusive license
 to Contractor Subject Inventions within a defined field of use on agreed-upon reasonable terms
 and conditions, including the payment of negotiated license fees and
 royalties.

 



ARTICLE XVI. Filing Patent Applications


	
  

 	
  

 
	
 A.

 	
 The Parties agree that the Party
 initially indicated as having an ownership interest in any Subject Inventions
 (“Inventing Party”) shall have the first opportunity to file U.S. and foreign
 Patent applications. If the
 Participant does not file such applications within one year after election,
 or if the Contractor does not file
 such applications within the filing time specified in its prime contract, the other Party to this CRADA exercising an
 option pursuant to Article XV may file Patent applications on such Subject
 Inventions. If a Patent application is filed by the other Party (Filing
 Party), the Inventing Party shall reasonably cooperate and assist the Filing
 Party, at the Filing Party’s
 expense, in executing a written assignment of the Subject Invention to the
 Filing Party and in otherwise
 perfecting the Patent application, and the Filing Party shall have the right
 to control the prosecution of the Patent application. The Parties shall agree
 between themselves as to who will file Patent applications on any
 joint Subject Invention.

 
	
  

 	
  

 
	
 B.

 	
 The Parties agree that DOE has
 the right to file Patent applications in any country if neither Party desires
 to file a Patent application for any Subject Invention. Notification of such
 negative intent shall be made in
 writing to the DOE Contracting Officer within three (3) months of the
 decision of the non-Inventing
 Party to not file a Patent application for the Subject Invention pursuant to Article XV or not later than 60 days prior to
 the time when any statutory bar might foreclose filing of a U.S. Patent
 application.

 
	
  

 	
  

 
	
 C.

 	
 The Parties agree to include
 within the beginning of (he specification of any U.S. Patent applications and
 any Patent issuing thereon (including foreign Patents) covering a Subject Invention, the following statement: “This
 invention was made under a CRADA (identify CRADA number) between (name of Participant) and (name
 of laboratory) operated for the United States Department of Energy. The
 Government has certain rights in this invention.”

 


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 D.

 	
 A Party electing title or filing
 a Patent application in the United States or in any foreign country shall
 advise the other Party and DOE if it no longer desires to continue
 prosecution, pay maintenance fees,
 or retain title in the United States or any foreign country. The other Party
 and then DOE will be afforded the opportunity to take title and retain the
 Patent rights in the United States or in any such foreign country.

 



ARTICLE XVII. Trademarks [Reserved]


ARTICLE XVIII. Mask Works [Reserved]


ARTICLE XIX. Cost of Intellectual Property Protection


Each Party shall be responsible
for payment of all costs relating to Copyright, Trademark, and Mask Work
filing; U.S. and foreign Patent application filing and prosecution; and all
costs relating to maintenance fees for U.S. and foreign Patents hereunder which
are solely owned by that Party. Government/DOE laboratory funds contributed as DOE’s cost share to a CRADA
cannot be given to the Participant for payment of the Participant’s costs of
filing and maintaining Patents or filing for Copyrights, Trademarks, or Mask
Works.


ARTICLE XX. Reports of Intellectual Property Use


The Participant agrees to submit,
for a period of five (5) years from the date of termination or completion of
this CRADA and upon request of DOE, a non-proprietary report no more frequently
than annually on efforts to utilize any Intellectual Property arising
under the CRADA.


ARTICLE XXI. DOE March-In Rights


The Parties acknowledge that DOE
has certain march-in rights to any Subject Inventions in accordance with
48 CFR 27.304-l(g) and 15 U.S.C. 3710a(b)(l)(B) and (C).


ARTICLE XXII. U.S. Competitiveness


The Parties agree that a purpose
of this CRADA is to provide substantial benefit to the U.S. economy.


	
  

 	
  

 	
  

 
	
 A.

 	
 In exchange for the benefits
 received under this CRADA, the Participant therefore agrees to the following:

 
	
  

 	
  

 
	
  

 	
 1.

 	
 Products embodying Intellectual
 Property developed under this CRADA shall be substantially manufactured
 in the United States; and

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Processes, services, and
 improvements thereof which are covered by Intellectual Property developed
 under this CRADA shall be incorporated into the Participant’s manufacturing facilities in the United States either prior to
 or simultaneously with implementation outside the United States. Such processes, services, and
 improvements, when implemented outside the United States, shall not result in
 reduction of the use of the same processes, services, or improvements
 in the United States.

 
	
  

 	
  

 	
  

 
	
 B.

 	
 The Contractor agrees to a
 U.S. Industrial Competitiveness clause in accordance with its prime contract with respect to any licensing and
 assignments of its intellectual property arising from this CRADA, except that
 any licensing or assignment of its intellectual property rights to the Participant shall be in accordance with the
 terms of paragraph A of this article.

 


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ARTICLE XXIII. Assignment of Personnel


	
  

 	
  

 
	
 A.

 	
 Each Party may assign personnel
 to the other Party’s facility as part of this CRADA to participate in or observe the research to be performed
 under this CRADA. Such personnel assigned by the assigning Party shall not
 during the period of such assignments be considered employees of the receiving
 Party for any purpose.

 
	
  

 	
  

 
	
 B.

 	
 The receiving Party shall have
 the right to exercise routine administrative and technical supervisory control of the occupational
 activities of such personnel during the assignment period and shall have the
 right to approve the assignment of such personnel and/or to later request
 their removal by the assigning Party.

 
	
  

 	
  

 
	
 C.

 	
 The assigning Party shall bear
 any and all costs and expenses with regard to its personnel assigned to the receiving Party’s facilities under this
 CRADA. The receiving Party shall bear the costs of providing an appropriate
 workspace, access to a telephone, use of laboratory, manufacturing or other
 work areas as appropriate, and any other utilities and facilities related to
 such assignments.

 



ARTICLE XXIV. Force Majeure


No failure or omission by the
Contractor or the Participant in the performance of any obligation under this CRADA shall be deemed a breach of this CRADA or
create any liability if the same shall arise from any cause or causes beyond
the control of the Contractor or the Participant, including but not limited to
the following, which, for the purpose of this CRADA, shall be regarded as
beyond the control of the Party in question: Acts of God, acts or omissions of
any government or agency thereof, compliance with requirements, 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,
war, rebellion, insurrection, riot, sabotage, invasion, quarantine,
restriction, transportation embargoes, or failures or delays in
transportation.


ARTICLE XXV. Administration of the CRADA


The Contractor enters into this
CRADA under the authority of its prime contract with DOE. The Contractor is
authorized to and will administer this CRADA in all respects unless otherwise
specifically provided for herein.
Administration of this CRADA may be transferred from the Contractor to DOE or
its designee with notice of such
transfer to the Participant, and the Contractor shall have no further
responsibilities except for the confidentiality, use and/or nondisclosure
obligations of this CRADA.


ARTICLE XXVI. Records and Accounting for Government
Property


The Participant shall maintain
records of receipts, expenditures, and the disposition of all Government property
in its custody related to the CRADA.


ARTICLE XXVII. Notices and Project Management


	
  

 	
  

 
	
 A.

 	
 Any communications required by
 this CRADA, if given by postage prepaid first class U.S. Mail or other verifiable means addressed to the Party to
 receive the communication, shall be deemed made as of the day of receipt of
 such communication by the addressee, or on the date given if by verified facsimile. Address changes shall be given in
 accordance with this article and shall be effective thereafter. All such
 communications, to be considered effective, shall include the number of this CRADA.

 


10 of 13









	
  

 	
  

 	
  

 
	
  

 	
 FORMAL NOTICES AND
 COMMUNICATIONS, COPIES OF REPORTS

 
	
  

 	
  

 	
  

 
	
  

 	
 Participant:

 
	
  

 	
  

 	
 Dennis J. Flood

 
	
  

 	
  

 	
 Natcore Technology, Inc

 
	
  

 	
  

 	
 87 Maple Avenue

 
	
  

 	
  

 	
 Red Bank, NJ 07701

 
	
  

 	
  

 	
 Tel: (732) 576-8800

 
	
  

 	
  

 	
 Fax: (732) 576-8808

 
	
  

 	
  

 	
  

 
	
  

 	
 Contractor:

 
	
  

 	
  

 	
 Anne Miller

 
	
  

 	
  

 	
 Commercialization &
 Technology Transfer

 
	
  

 	
  

 	
 National Renewable Energy
 Laboratory,

 
	
  

 	
  

 	
 1617 Cole Boulevard

 
	
  

 	
  

 	
 Golden, CO 80401-3393

 
	
  

 	
  

 	
 Tel: (303) 384-7353

 
	
  

 	
  

 	
 Fax: (303) 275-3040

 
	
  

 	
  

 
	
 B.

 	
 Each Party shall assign and
 identify in writing a project manager prior to the start of the CRADA. Either party may change its project
 manager by providing written notification to the other Party. Each project manager shall be
 responsible for coordinating all matters relating to this CRADA, any Joint
 Work Statement hereunder, and all other relating matters between the Parties. All communications between the Parties
 relating to this CRADA shall take place between the project managers.

 
	
  

 	
  

 
	
 PROJECT MANAGERS, REPORTS,
 COPIES OF FORMAL NOTICES AND COMMUNICATIONS:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Participant:

 
	
  

 	
  

 	
 Dennis J. Flood

 
	
  

 	
  

 	
 Natcore Technology, Inc.

 
	
  

 	
  

 	
 161 Forest Street

 
	
  

 	
  

 	
 Oberlin, OH 44074

 
	
  

 	
  

 	
 Tel: (440) 774-2551

 
	
  

 	
  

 	
 Fax:(440)774-2551

 
	
  

 	
  

 	
  

 
	
  

 	
 Contractor:

 
	
  

 	
  

 	
 Hao-Chih Yuan

 
	
  

 	
  

 	
 National Renewable Energy
 Laboratory,

 
	
  

 	
  

 	
 1617 Cole Boulevard

 
	
  

 	
  

 	
 Golden, CO 80401-3393

 
	
  

 	
  

 	
 Tel: (303) 384-7684

 
	
  

 	
  

 	
 Fax: (303) 384-7600

 
	
  

 	
  

 	
  

 
	
 C.

 	
 The Parties will use reasonable
 efforts to manage the disclosure of Proprietary Information or Protected CRADA Information through the project
 managers or their designees; however,
 failure to do so will not cause any marked Proprietary Information or any
 marked Protected CRADA Information to lose the protection afforded by
 Articles VII and VIII.

 


11 of 13






ARTICLE XXVIII. Disputes


At the request of either Party,
after reasonable attempt to settle without arbitration, any controversy or
claim arising out of or relating to the CRADA shall be settled by arbitration
conducted in the State of Colorado in
accordance with the then current and applicable rules of the American
Arbitration Association. Judgment
upon the award rendered by the Arbitrator(s) shall be nonbinding on the
Parties.


ARTICLE XXIX. Entire CRADA and Modifications


	
  

 	
  

 
	
 A.

 	
 This CRADA with its appendices
 contains the entire agreement between the Parties with respect to the subject matter hereof, and all prior
 representations or agreements relating hereto have been merged into this document and are thus
 superseded in totality by this CRADA. This CRADA shall not be
 effective until approved by DOE.

 
	
  

 	
  

 
	
 B.

 	
 Any agreement to materially
 change any terms or conditions of this CRADA or the appendices shall be valid
 only if the change is made in writing, executed by the Parties hereto, and
 approved by DOE.

 



ARTICLE XXX. Termination


This CRADA may be terminated by
either Party upon thirty (30) days written notice to the other Party. This
CRADA may also be terminated by the Contractor in the event of failure by the
Participant to provide the necessary advance funding (if applicable), as agreed
in Article III. In the event of termination by either Party, each Party shall be responsible for its
share of the costs incurred through the effective date of termination, as well as its share of the costs
incurred after the effective date of termination, and which are related
to the termination.


ARTICLE XXXI. Background Intellectual Property


Each Party may use the other
Party’s Background Intellectual Property identified in an Appendix to this CRADA solely in performance of research under the
Joint Work Statement. This CRADA does not grant to either Party any option, grant, or license to commercialize, or
otherwise use the other Party’s Background Intellectual Property. Licensing of
Background Intellectual Property, if agreed to by the Parties, shall be the
subject of separate licensing agreements between the Parties.


Each Party has used reasonable
efforts to list all relevant Background Intellectual Property, but Intellectual
Property may exist that is not
identified. Neither Party shall be liable to the other Party because of failure
to list Background Intellectual Property.


Approval:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FOR
 CONTRACTOR:

 	
  

 	
 FOR
 PARTICIPANT:

 
	
  

 	
  

 	
  

 
	
 BY

 	
 

 	
  

 	
 BY

 	
 

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 TITLE:
 

 	
 C.Porto

 	
  

 	
 TITLE:

 	
 Charles
 R Provini

 
	
  

 	
 Senior
 Vice President

 	
  

 	
  

 	
 President
 & CEO

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 DATE

 	
 2/21/12

 	
  

 	
 DATE

 	
 2/21/2012

 
	
  

 	 

 	
  

 	
  

 	 

 




12 of 13






CRADA No. CRD-12-475


DOE
APPROVAL FOR CONTRACTOR TO ENTER INTO THE AGREEMENT


	
  

 	
  

 	
  

 
	
 BY

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
 TITLE

 	
 Contracting Officer

 	
  

 
	
  

 	 

 	
  

 
	
 DATE

 	
 2/27/2012

 	
  

 
	
  

 	 

 	
  

 


13 of 13






Statement of Work


National Renewable Energy Laboratory


Cooperative Research and Development Agreement


Appendix A—Joint Work Statement


CRADA#CRD-12-475


Title: Development of Black Silicon Antireflection Control
and Passivation Technology for Commercial Application


Abstract of CRADA work:


The work involves the development
of a commercial manufacturing process for both multicrystalline and monocrystalline solar cells that combines
Natcore’s patent pending passivation technology.


Participant Name and Address:


Natcore Technology, Inc.

87 Maple Avenue

Red Bank, NJ 07701


Participant Type


	
  

 	
  

 
	
 Foreign

 	
 o

 
	
  

 	
  

 
	
 University

 	
 o

 
	
  

 	
  

 
	
 Small Business

 	
 x

 
	
  

 	
  

 
	
 Large Business

 	
 o

 
	
  

 	
  

 
	
 State & Local Goverment

 	
 o

 
	
  

 	
  

 
	
 Not-for-Profit

 	
 o

 



Schedule


The Period of Performance for
this effort is one year.






Purpose


Natcore seeks to develop a
commercial manufacturing process for both multicrystalline and monocrystalline solar cells that combines
Natcore’s patent pending passivation technology, accomplished using the Company’s patented liquid phase
deposited silica film technology, with NREL’s patent pending technologies for
creating a black silicon antireflection layer integrated into high efficiency
solar cells. The feasibility of the
combined technologies working together has already been demonstrated in an
earlier cooperative effort between
Natcore and NREL that produced a 16.5% cell. The commercial process has the
potential to reduce cell costs by between 2% and 3% per watt and to increase
solar panel energy output in kilowatt-hours from 3% to 10% over the course of a
single day without the aid of a solar tracking mechanism.


Statement
of Work


Tasks


During the first year of this
CRADA, Natcore and NREL will collaborate on the following topics, as budgets permit, with activities of each party
including those detailed below:


1. Development of processes and
parameters that will ensure precise control of the distribution of black silicon pore depths and widths that reduce
reflection while still minimizing recombination. Approaches may include
electroless deposition, electroplating or dissolution plating, among other
options.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 NREL will:

 
	
  

 	
  

 	
 •

 	
 Transfer present NREL process
 details, including demonstration of lab-scale black silicon etching,
 to Natcore

 
	
  

 	
  

 	
 •

 	
 Develop alternative black
 silicon etching methods that are lower cost and/or can achieve better solar cell performance, including
 possible changes for heavily-doped Si and compatibility with
 liquid-phase deposition (LPD)

 
	
  

 	
  

 	
 •

 	
 Characterize black silicon
 surface reflectivity

 
	
  

 	
  

 	
 •

 	
 Characterize black silicon pore
 depth and surface area

 
	
  

 	
 -

 	
 Natcore:

 
	
  

 	
  

 	
 •

 	
 Send technical staff to NREL to
 observe the lab-scale black silicon etching and the rest of NREL solar
 cell processing

 
	
  

 	
  

 	
 •

 	
 Develop
 industrially-compatible black silicon etching processes at larger scale

 
	
  

 	
  

 	
 •

 	
 Demonstrate large-area black
 silicon

 



2. Investigate the impact on
cell performance of black silicon layer formation on the back and side surfaces of the wafer. Develop low cost means to
control (or eliminate) its formation as required to maintain optimum
cell performance.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 NREL:

 
	
  

 	
  

 	
 •

 	
 Prepare lab-scale 1-sided and
 2-sided black silicon samples

 
	
  

 	
  

 	
 •

 	
 Perform POCl3
 emitter formation on 1- and 2-sided black silicon samples

 
	
  

 	
  

 	
 •

 	
 Perform PCD-lifetime
 characterization on 1- and 2-sided black silicon samples after LPD passivation to compare the impact on
 lifetime and implied Voc between 1- and 2-sided black
 silicon formation

 
	
  

 	
 -

 	
 Natcore:

 
	
  

 	
  

 	
 •

 	
 Perform LPD passivation on
 1-sided and 2-sided black silicon samples

 
	
  

 	
  

 	
 •

 	
 Develop low-cost and
 industrially-compatible process to control black silicon formation on
 the back surface

 
	
  

 	
  

 	
 •

 	
 Develop, if needed,
 single-sided silicon removal process (for example: RENA’s InOxSide, single-sided PSG removal and junction
 isolation) if nanostructures on the back side impedes solar cell
 performance

 










3. Develop metal nanoparticle removal and wafer rinsing techniques that can
be incorporated in a wet bench designed for high volume cell production.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 NREL:

 	
  

 
	
  

 	
  

 	
 •

 	
 Develop metal nanoparticle
 removal techniques using various chemicals and transfer to Natcore

 
	
  

 	
  

 	
 •

 	
 Perform surface analysis such
 as SIMS to analyze the residual level of catalytic metal near the
 surface

 
	
  

 	
 -

 	
 Natcore:

 
	
  

 	
  

 	
 •

 	
 Develop industrially-compatible
 wet bench processes for metal nanoparticle removal and wafer rinsing

 



4. Develop an optimized screen printing chemistry
and technique for front contact formation on a black silicon/silica
coated cell front surface.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 NREL:

 
	
  

 	
  

 	
 •

 	
 Develop
 metal firing process effective for the black silicon/silica coated cell front
 surface

 
	
  

 	
  

 	
 •

 	
 Characterize
 contact resistance between metal and black silicon emitter

 
	
  

 	
  

 	
 •

 	
 Characterize
 shunting by techniques including I-V measurement and lock-in thermography

 
	
  

 	
 -

 	
 Natcore:

 
	
  

 	
  

 	
 •

 	
 Develop
 metal screen printing processes and select metal paste(s) effective for black silicon/silica coated cell front surface

 



5. Design a maximum efficiency
cell structure incorporating a combined black silicon/LPD passivation technology


Funding Table


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated
 Costs

 	
  

 	
 NREL Shared Resources

 	
  

 	
 Participant

 Shared Resources

 	
  

 	
 Participant

 Funds In

 	
  

 	
 Totals

 	
  

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 
	
 Year l

 	
  

 	
 $

 	
 50,000.00

 	
  

 	
 $

 	
 00.00

 	
  

 	
 $

 	
 100,000.00

 	
  

 	
 $

 	
 150,000.00

 	
  

 
	
 TOTALS

 	
  

 	
 $

 	
 50,000.00

 	
  

 	
 $

 	
 00.00

 	
  

 	
 $

 	
 100,000.00

 	
  

 	
 $

 	
 150,000.00

 	
  

 
	
 Fed Admin Charge on Funds-in

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 waiver
 requested

 	
  

 	
 $

 	
 0

 	
  

 



DOE Mission Area to benefit from this CRADA:


	
  

 	
  

 
	
 Energy

 	
 x

 
	
 Environmental
 Quality

 	
 o

 
	
 Science

 	
 o

 
	
 Other, name:

 	
 o

 



CRADA benefit toDOE,
Participant, and US Taxpayer:


DOE Program Manager: Ramamoorthy Ramesh 202-287-1473






CRADA format is Modular CRADA. If other, such as
multilab or USIC, identify: N/A.


Special
Considerations


Background Intellectual Property:


No o     Yes
x If yes, list: As listed in the license agreement
between the parties executed December 12, 2011 and Appendix B.


Is Participant interested in licensing BIP at this time:


No o     Yes
x


If yes, identify any known
special issues with a potential license. Not
applicable.


Are human or animal subjects to be used as part of this
CRADA?


No x     Yes
o


Have all necessary ES&H and quality (NEPA) reviews been
completed?


Yes xo 


Are there any organizational or personal conflicts of
interest associated with this CRADA?


Nox     Yes o (explain)


NREL maintains on file signed
COI certificates for each employee with a substantial role in this CRADA.


Will export controlled information be produced?


No x     Yes
o (if yes, identify)


Fairness of Opportunity requirements have been satisfied by:


x Participant approached laboratory


o Participant responded to FedBizOpps announcement


o  Participant was contacted by laboratory after or
during broad public announcement or solicitation


For 100% funds-in CRADAs, the Participant has been notified
of other types of technology transfer agreements, such as Work for
Others.


o
  Yes      o
No      x N/A


Did the Participant require any substantive changes to the
Modular CRADA or any changes to double-underlined language?


No x     Yes o If yes, attach copies of the proposed modified
articles. If substantively altered, attach Participant’s US
Competitiveness justification.


Additional Special
Considerations: NONE






Appendix B


BACKGROUND INTELLECTUAL PROPERTY


Patents, Patent Applications, and Record of Inventions


Agreement No.: CRD-12-475


Title: Development of Black
Silicon Antireflection Control and Passivation Technology for Commercial
Application


The Contractor (National
Renewable Energy Laboratory) and the Participant (Company) have identified and
agreed that the following Background Intellectual Property may be used in the
performance of work under this CRADA and may be needed to practice the results
of this CRADA.


PARTICIPANT:


United States Patent No. : 7,718,550


Inventors: Barron and Whitsitt


Issue or Filing
Date: May 18, 2010