ex101.htm - Generated by SEC Publisher for SEC Filing





 



Confidential Treatment-Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE
APPROPRIATE PLACE WITH FOUR ASTERISKS [****].

 

ADDENDUM 1 TO
LICENSE AGREEMENT

 

THIS ADDENDUM, is made and
entered into this 30th day of November, 2010 (Effective Date of this Addendum),
by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a
corporation not for profit under Chapter 617 Florida Statutes, and a direct
support organization of the University of South Florida pursuant to section
1004.28 Florida Statutes, having its principal office at 3802 Spectrum Blvd,
Suite 100, Tampa, Florida 33620, U.S.A. and New Energy Solar Corporation. 
Capitalized terms used herein and not otherwise defined shall have the same
meaning ascribed to them in the License Agreement.

 

WHEREAS, on June 21st  ,2010 a
License Agreement (“License Agreement”) was entered into by the parties relating
to the utilization of Patent Rights associated with USF Technology Referenced as
08B117-Fabrication of Organic Solar Array for Applications in
Microelectromechanical Systems and Others; and

 

WHEREAS, New Energy Solar Corporation wishes to
license two additional technologies from UNIVERSITY OF SOUTH FLORIDA RESEARCH
FOUNDATION; USF Reference No.- 09B116 and 10B115, and amend the License
Agreement to include the same.

 

NOW, THEREFORE, the parties agree as
follows:

 

1.      the License Agreement is
hereby amended by:

 

a.)   
Deleting the
text of Schedule I and replacing it with the attached new Schedule I.

 

b.)  
Deleting the
text of Appendix D -Milestones and replacing it with the attached new Appendix
D- Milestones. 

 

c.)   
The principle
office of the Licensee shall be amended as follows

 

i)                  
Section
15.2

New Energy Solar Corp.,

9192 Red Branch Road, Suite 110,

Columbia, MD 21045



 


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Confidential Treatment-Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE
APPROPRIATE PLACE WITH FOUR ASTERISKS [****].

 

 

2.  Licensee shall pay to Licensor the sum of
**** within thirty (30) days of the Effective Date of this Addendum to reimburse
any and all prior expenses associated with preparation, filing, prosecution,
issuance, maintenance, defense, and reporting of  patents and patent
applications for ****now included within the definition of Licensed Patents
under the License Agreement.   (NOTE: the above referenced dollar amount in
this section is subject to change, as all related patent prosecution expense
invoices may not have been received from the law firm at the time of this
Addendum’s negotiation and execution.)  Licensee shall be responsible for
and pay all costs and expenses incurred by Licensor  related to the future
preparation, filing, prosecution (including interferences), issuance,
maintenance, defense (including oppositions) and reporting of the Licensed
Patents in accordance with the terms of the License Agreement. 

 

3.  All terms not defined herein shall have
the same meaning as ascribed in the License   Agreement. The License
Agreement shall remain in full force and effect in accordance with its terms as
modified herein. All terms of this Addendum shall control over any conflicting
terms in the License Agreement and any Appendices thereto. The foregoing
changes, deletions and/or additions in the Addendum are made to and constitute
an integral part of the License Agreement as if same were set forth
therein.

                       


IN WITNESS WHEREOF, the parties
have set their hands and seals and duty executed this Addendum as of the
effective date listed in the preamble above.

 

Signature page to follow

 

 

 



 


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Confidential Treatment-Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].

 

 

 

UNIVERSITY OF SOUTH FLORIDA                          NEW ENERGY SOLAR CORP.

RESEARCH FOUNDATION

 

 

 

 

By:/s/ Valerie Landrio McDevitt                      By:/s/ John Conklin

 

Name:_Valerie Landrio McDevitt                                Name: John Conklin

Title: Assistant Vice President                                      Title: President/ CEO

Division of Patents & Licensing                                  New Energy Solar Corporation

 

 

Acknowledged and Agreed to:

 

 

_________________________________________________                  

 

   ____________________________________________

Inventor                                                                                      University of South Florida Board of 

                                                                                              Trustees, a Public Body Corporate

 

 

 

 

 




 



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Confidential Treatment-Redacted Copy

 

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE
APPROPRIATE PLACE WITH FOUR ASTERISKS [****].

 

Schedule
I

****

 

 

 

Appendix D-
Milestones

 

****

 



 


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