Exhibit 10.6


 


EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT


 


This Exclusive License and Collaboration
Agreement (“Agreement”) is made and entered into this 3rd day of March, 2010 (the “Effective
Date”), by and between Mears Technologies, Inc., a Delaware corporation with its principal offices at 1100 Winter Street,
Suite 4700, Waltham, MA 02451 (“Licensor”) and K2 Energy Limited, a corporation with its principal offices at
Level 2, 27 Macquarie Place, Sydney NSW 2000, Australia (“Licensee”).


 


WHEREAS, Licensor has developed and/or otherwise
possesses rights to certain technology related to the manufacture of semiconductors and, in particular, photovoltaic platforms
and devices, and


 


WHEREAS, the parties wish to collaborate
with respect to development of such technology and commercialization thereof, and


 


WHEREAS, in furtherance of such collaboration,
Licensee desires to license such technology and Licensor is willing to grant to Licensee an exclusive license for such purposes
on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of these
premises and the mutual covenants herein contained, the Parties hereby agree as follows:


 


1.            DEFINITIONS


 


As used in this Agreement, the following
terms, whether used in the singular or plural, shall have the following meanings:


 


1.1           “Change of Control”
means (a) a merger, acquisition, sale of voting control, or other business combination of the Licensee by way of takeover offer,
scheme of arrangement or shareholder approval all in accordance with the Australian Corporations Law, or (b) an issuance of shares
and/or equity securities convertible into shares by the Licensee to a customer(s) or prospective customer(s) of the Licensee or
its related group companies which in number would amount to 50% or more of the total Issued voting shares outstanding, or (c) the
sale, lease, exclusive license or other transfer of all or substantially all of the assets of the Licensee.


 


1.2           “Commercialization
Plan” means the plan set forth in Schedule B of this Agreement.


 


1.3           “Field
of Use” means the manufacture and use of photovoltaic devices, and all solar energy applications.


 




      


     


    

  


1.4           “Know-How”
means all compositions of matter, techniques and data and other know-how and technical information including inventions (whether
or not patentable), improvements and developments, practices, methods, concepts, trade secrets, documents, computer data, computer
code, apparatus, test data, analytical and quality control data, formulation, manufacturing, patent data or descriptions, development
information, drawings, specifications, designs, plans, proposals and technical data and manuals and all other proprietary information
that is owned or controlled by Licensor as of the Effective Date and reasonably necessary to commercially exploit the Mears’ photovoltaic
and solar energy technologies (including all applications within the Field of Use) or generated pursuant to the R&D Activities
(as defined below), and including all non-patent intellectual property rights in relation to such items.


 


1.5           “Licensed
Process” means any process that would, but for the licenses granted to Licensee hereby, either (i) infringe a Valid Claim
of the Patent Rights or (ii) utilize any Know-How, in either case, in the country in which any such process is practiced.


 


1.6           “Licensed Product”
means (a) any product the making, using, selling, offering for sale, importing or exporting of which by Licensee would, but for
the licenses granted to Licensee hereby, either (i) infringe a Valid Claim of the Patent Rights or (ii) utilize any Know-How, in
either case, in the country in which any such product is so made, used, sold, offered for sale, imported or exported, or (b) any
product that is manufactured using a Licensed Process or that, when used, practices a Licensed Process.


 


1.7           “Licensed
Technology” means Licensed Products and Licensed Processes.


 


1.8           “Net Revenues” means
the gross amount invoiced and received by Licensee on sales of Licensed Products, derived from the sale of products manufactured
or supplied using the practice of Licensed Processes, or derived from the sublicense of the Patent Rights, less: (a) value added,
sales or similar taxes forming part of such invoiced amounts; (b) rebates, discounts and returns; and (c) all accrued and not previously
deducted costs and expenditures (whether internal or external) incurred by Licensee in connection with and properly attributable
to its commercialization or exploitation in whatever form of the Licensed Technology including, but not limited to, all costs and
expenditure attributable to the Commercialization Plan and all other direct and indirect costs and expenditures incurred by the
Licensee in connection with and properly attributable to the research and development, manufacture, promotion, marketing, supply
and protection of the Licensed Technology or the sublicensing of any such rights.


 


1.9           “Party”
means Licensor or Licensee; “Parties” means Licensor and Licensee.


 


1.10         “Patent
Rights” means all United States and foreign (non-United States) issued patents and pending patent applications owned or
controlled by Licensor as of the Effective Date or generated pursuant to the R&D Activities (as defined below), including all
United States and foreign patents issuing there from or claiming priority thereto, in whole or in part, and all continuations,
continuations-in-part, re-examinations, divisions, reissues, extensions and renewals of any of the foregoing including, without
limitation, the patents and patent applications listed in Schedule C.


 




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1.11         “Valid
Claim” means a claim of either (a) an issued and unexpired patent included within the Patent Rights which has not been
held permanently revoked, unenforceable, or invalid by a decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through
reissue or disclaimer or otherwise, or (b) a pending patent application within the Patent Rights which claim was filed in good
faith and has not been abandoned or finally disallowed without the possibility of appeal or refiling of said application;


 


2.            LICENSE


 


2.1           Grant.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a worldwide, exclusive, revenue-bearing
license under Licensor’s rights in the Patent Rights and the Know-How to (a) make, use, sell, offer for sale, import and export
Licensed Products that are within the Field of Use, and (b) and to practice Licensed Processes in the Field of Use.


 


2.2           Rights
to Sublicense. The Licensor also grants to the Licensee, so long as it retains exclusive rights under this License Agreement,
the right to issue sublicenses where the Licensor may lawfully grant such licenses. Sublicense rights shall be granted only to
those third parties (each a “Sublicensee”) that can reasonably demonstrate a strong capability and specific plans
for the effective development and marketing of the Licensed Products or Licensed Processes. Any grant of sublicense hereunder shall
require the prior written consent of Licensor such consent not to be withheld unreasonably. All sublicense agreements shall have
a specific clause to prevent further sublicensing by Sublicensees.


 


3.           COOPERATION BETWEEN THE PARTIES


 


3.1           Commercialization
and Development Program. The foregoing licenses are granted in furtherance of the Commercialization Plan and cooperation between
the parties as set forth therein.


 


3.2           Responsibilities
of Licensee. Licensee will fund research and development, to be performed by or under the direction of Licensor, of the Licensed
Technology in the Field of Use (“R&D Activities”) pursuant to the Commercialization Plan. Such funding shall
total no less than $1.0 million in each of calendar years 2010, 2011, 2012, 2013 and 2014. Furthermore, Licensee shall use commercially
reasonable efforts, or shall cause its Sublicensees to use commercially reasonable efforts, to make Licensed Products or Licensed
Processes and to introduce Licensed Products or Licensed Processes into the commercial market pursuant to the Commercialization
Plan. Failure of Licensee to perform its obligations under the Commercialization Plan shall constitute a material breach of this
Agreement.


 




    	 	-3-	 



     


    

  


3.3           Responsibilities
of Licensor. Licensor shall make reasonable commercial efforts to pursue the R&D Activities using the funding provided
by Licensee, R&D Activities shall include the pursuit of Patent Rights. Licensor shall provide a team dedicated to the R&D
Activities as set forth in the Commercialization Plan.


 


3.4           Ownership. All technology
(including Know-How) and Patent Rights resulting from R&D Activities shall belong to Licensor, but shall be subject to the
license grant set forth above.


 


3.5           Patent Prosecution. Licensor
shall be solely responsible for prosecuting the patents and applications included in the Patent Rights in the United States and
outside the United States (and any costs associated therewith). Licensor shall keep Licensee reasonably informed of all prosecution
activities, and shall not abandon any patent or application included in the Patent Rights without notifying Licensee in advance
and giving Licensee the right to take over the prosecution and/or maintenance, at its own expense, of any such patent or patent
application and, in such instance, Licensor will provide Licensee with reasonable cooperation and assistance at Licensee’s expense.


 


4.            CONSIDERATION


 


4.1           Investment.
Licensee agrees to invest $1.0 million in a convertible promissory note issued by Licensor within one (1) week of the Effective
Date pursuant to the terms and conditions set forth in Schedule A of this Agreement.


 


4.2           License
Fee. Licensee agrees to pay to Licensor an earned License Fee equal to fifty percent (50%) of the Net Revenues from Licensed
Products and Licensed Processes.


 


4.3           Reports
and Payments. Licensee shall deliver to Licensor within thirty (30) days after the end of each calendar quarter a written
report showing its computation of License Fees due under this Agreement for such calendar quarter. Simultaneously with the delivery
of each such report, Licensee shall tender payment of all amounts shown to be due thereon. The License Fee payments due on sales
in currencies other than U.S. dollars shall be calculated using the appropriate exchange rate for such currency quoted by the
Citibank foreign exchange desk on the close of business on the business day immediately preceding the date of such report.
All amounts due under this Agreement shall be paid to Licensor in United States dollars (U.S. $) by wire transfer to an account
in a United States bank designated by Licensor, or in such other form and/or manner as Licensor may reasonably request.


 


4.4           Late
Payments. Overdue payments due to Licensor hereunder shall be subject to a late payment charge, calculated and compounded monthly,
and calculated at an annual rate of four percent (4.0%) over the lowest prime rate available in New York City, as published in
The Wall Street Journal on the first Monday (or the next bank business day) following the payment due date, If the amount
of such late payment charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum amount.


 




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4.5           Records.
Licensee shall keep full, clear and accurate records with respect to all Licensed Products and Licensed Processes manufactured,
performed, sold, offered for sale, imported and/or used and shall finish any information that Licensor may reasonably request from
time to time to enable Licensor to ascertain the proper License Fees due hereunder. Licensee shall retain such records with respect
to each Licensed Product and/or Licensed Process for at least five (5) years from the sale of such Licensed Product or the practice
of such Licensed Process. Licensor shall have the right through its auditors to make examinations, during normal business hours,
of all records and accounts bearing upon the amounts of License Fees payable to it under this Agreement. Prompt adjustment shall
be made by the proper Party to compensate for any errors or omissions disclosed by any such examination, If the examination discloses
an underpayment by Licensee of five (5%) percent or more due Licensor, then Licensee shall pay the costs of such examination, in
addition to such License Fees and applicable late payment charges.


 


4.6           Taxes.
If any laws, rules or regulations require the withholding of amounts of income or other taxes or other amounts from payments made
by a Party to the other under this agreement, the Party making the payment will: (a) make such withholding payments as required
and subtract such amounts from the payments due to the other Party; (b) submit proof of payment of the withholding rates to the
other Party at the time of making payment of the balance to Party; and (c) use reasonable endeavours to minimise the extent of
any withholding taxes imposed under the provisions of current or future double taxation treaties or agreements between foreign
countries and the parties will cooperate with each other in that respect, with the appropriate Party under the circumstances providing
the documentation required under such treaty or agreement to claim any available benefits.


 


5.            FURTHER
OBLIGATIONS


 


5.1           Chief
Executive Officer. Licensee shall commission a world-wide search for a suitable Chief Executive Officer (CEO), the appointment
of the CEO and any successor CEO subject to the approval of Licensor (not to be withheld unreasonably).


 


5.2           Board
of Directors. Subject to the requirements of any applicable legislation or stock exchange rules, Licensor shall have the right
to appoint one (1) member of Licensee’s board of directors and one (1) observer of Licensee’s board of directors. This right subsists
for the Term of this Agreement or until such time as either Party is sold to a third party.


 


5.3           Revenue
Conversion. The Parties shall mutually agree to a mechanism for the conversion of some or all of the Net Revenues into equity
securities of Licensee, such conversion to be performed entirely at the discretion of Licensor, subject to the shareholder approval
of Licensee and any other applicable regulatory approvals required at the time of the proposed revenue conversion.


 




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6.            TERM AND TERMINATION


 


6.1           Term.
This Agreement shall commence on the Effective Date and shall remain in effect until the expiration or abandonment of all issued
patents and filed patent applications within the Patent Rights (the “Term”), unless earlier terminated in accordance
with the provisions of this Agreement.


 


6.2           Termination.
Either Party may terminate this Agreement (a) if the other Party materially breaches or defaults in the performance of any of the
provisions of this Agreement; (b) if there is a material inaccuracy in any representation or warranty contained herein, and such
breach or inaccuracy is not cured within ninety (90) days after written notice thereof to the Party in default; (c) at any time
if the other Party shall become insolvent, or shall make or seek to make or arrange an assignment for the benefit of creditors,
or if proceedings in voluntary bankruptcy shall be initiated by or on behalf of such Party, or if a receiver or similar officer
is appointed to take charge of all or part of such Party’s assets; or (d) at any time if proceedings in involuntary bankruptcy
shall be initiated against the other Party and such proceedings are not terminated within ninety (90) days after their initiation.


 


6.3           Return
of Confidential Information. Upon termination of this Agreement, Licensee shall immediately cease use of the Licensed Technology
and promptly return to Licensor all written materials relating thereto, and all copies thereof.


 


7.            WARRANTIES
AND COVENANTS. Licensor hereby represents and warrants to Licensee: (a) Licensor is the sole owner of the Patent Rights existing
as of the Effective Date and has full power to grant the rights, licenses and privileges granted herein and can perform its obligations
as set forth in this Agreement without violating the terms of any agreement that Licensor has with any third party; (b) Licensor
has not assigned any of the Patent Rights to any third party; and (c) Licensor shall not grant any licenses, other than the license
granted hereunder, under the Patent Rights to use Licensed Products and to practice Licensed Processes in the Field of Use anywhere
in the world.


 


8.            INDEMNIFICATION.
Licensor shall indemnify, defend and hold harmless Licensee from and against any and all losses, damages, costs and expenses (including
attorneys’ fees) arising out a material breach by Licensor of its representations and warranties (“Indemnification Claims”),
provided that (a) Licensor is notified promptly of any Indemnification Claims, (b) Licensor has the sole right to control and defend
or settle any litigation within the scope of this indemnity, and (c) all indemnified parties cooperate to the extent necessary
in the defense of any Indemnification Claims.


 


9.            LIMITATION
OF LIABILITY. EXCEPT FOR ANY INDEMNIFICATION REQUIRED HEREUNDER, IN NO OTHER EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING
TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.


 




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10.         CONFIDENTIAL INFORMATION


 


10.1         Definition
of Confidential Information. As used herein, the term “Confidential Information” means proprietary technology, product
and marketing information, including but not limited to trade secrets, processes, computer programs (whether in source or object
code form), formulae, data (such as scientific, sales or technical data), testing and evaluation results, information, designs,
processes, procedures, know-how, improvements, inventions, techniques, designs, developments, discoveries, marketing plans, strategies,
forecasts, customer and supplier lists, and compilations of such information disclosed by a Party to the other Party hereunder,
and that should reasonably have been understood by the other Party because of legends or other markings, the circumstances of disclosure
or the nature of the information itself, to be proprietary and confidential to the Party, an Affiliate of the Party or to a third
party. The term “Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under
common control with a Party. Confidential Information does not include information that is; (i) known to the Party before receipt
from the other Party without obligations of confidentiality or restrictions on disclosure, as shown by written records in the Party’s
possession at the time of disclosure; (ii) generally available to the public (or becomes so) without the fault or negligence of
the Party; (iii) received by the Party from a source other than the other Party without breach of an obligation of confidentiality
owed to the other Party; or (iv) independently developed by the Party without any use of the other Patty’s Confidential Information,
as demonstrated by the Party’s written records.


 


10.2         Restrictions
on Disclosure and Use of Confidential Information. Each Party may use the Confidential Information of the other Party solely
in furtherance of this Agreement and will not disclose such Confidential Information to any third party. A Party may disclose the
Confidential Information within its business only to those having a need to know in connection with this Agreement and who are
bound hereby. Licensee shall not reverse engineer, disassemble or decompile any products, prototypes, software or other tangible
objects that embody Confidential Information. Each Party will use the same degree of care in safeguarding the Confidential Information
as it uses for its own confidential information of like importance, but no less than reasonable care. Upon discovery of any disclosure
or misuse of Confidential Information, a Party must promptly notify the other Party and act to prevent any further disclosure or
misuse. For the purposes of this clause, ‘Confidential Information’ includes the Know-How (whether or not disclosed by a Party
to the other Party) which each Party agrees to treat as Confidential Information of the other Party.


 




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11.          MISCELLANEOUS


 


11.1         Force
Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under
this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance
shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.


 


11.2         Waiver.
The waiver by either Party of a breach of or a default under any provision of this Agreement by the other Party shall not be construed
as a waiver of any, subsequent breach of the same or any other provision of this Agreement, nor shall any delay or omission on
the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate
as a waiver of any right, power or privilege by such Party.


 


11.3         Relationship
of Parties. Nothing herein shall create or be deemed to create any relationship of agency or partnership between Licensor and
Licensee.


 


11.4         Notices.
Any notice or other communication in connection with this Agreement shall be furnished in writing and shall be (a) personally delivered;
(b) sent by registered or certified mail, postage prepaid; (e) facsimile transmission; or (d) sent by commercial overnight courier
service to the addressee at the address listed on the first page of this Agreement or such other address as the addressee shall
have specified in a notice actually received by the addressor. Notices shall be effective upon receipt.


 


11.5         Assignment.
Neither this Agreement nor any rights granted hereunder may be sold, assigned, transferred, pledged, mortgaged, leased or otherwise
encumbered or disposed of in whole or in part by Licensee without the express prior written consent of Licensor. A Change of Control
shall be deemed to be an assignment for purpose hereof. Subject to the express limitations set forth herein, this Agreement shall
be binding upon and inure to the benefit of Licensor and Licensee and their respective successors and permitted assigns.


 


11.6         Entire
Agreement. This Agreement and the Exhibits hereto contain the full understanding of the Parties with respect to the subject
matter hereof and supersede all prior understandings and writings relating thereto. No waiver, alteration or modification of any
of the provisions hereof shall be binding unless made in writing and signed by the Parties by their respective authorized officers.


 


11.7         Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts excluding
its conflicts of laws provisions. The Parties hereby agree on behalf of themselves and any person claiming by or through them that
the sole Jurisdiction and venue for any litigation arising from or relating to this Agreement is an appropriate federal or state
court located in Boston, Massachusetts.


 


11.8         Heading.
The headings contained in this Agreement are for convenience and ease of reference only and shall not be considered in construing
this Agreement.


 




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11.9         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same Instrument.


 


11.10       Severability.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is
invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected,
and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular
provisions held to be unenforceable.


 


11.11       Costs,
Expenses and Attorneys’ Fees. If either Party commences any action or proceeding against the other Party to enforce or interpret
this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the other Party the actual
costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by such prevailing Party in
connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.


 


11.12       Compliance
with Export Laws. Licensee shall comply with all applicable export restrictions in connection with the sale of Licensed Products
or the practice of Licensed Processes.


 


11.13       Currency.
All amounts stated in this agreement are United States Dollars.


 




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IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed under seal in their names by their properly and duly authorized officers or representatives
as of the date set forth above.


 


	“Licensor”	 	“Licensee”
	 	 	 
	MEARS TECHNOLOGIES, INC.	 	K2 ENERGY LIMITED
	 	 	 
	By:	Robert J. Mears	 	By:	Sam Gazal
	 	 	 	 	 
	Title:	CEO & President	 	Title:	Chairman


 




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SCHEDULE A


 


Term Sheet


MEARS TECHNOLOGIES, INC. (the “Company”)


2009 / 2010 Convertible Bridge Financing


 


	Proposed Aggregate Borrowing:	 	$5,000,000 in one or more closings, provided that the Board of Directors may choose to increase or decrease the size of the offering in its sole discretion.
	 	 	 
	Initial Closing:	 	On or about _________________________.
	 	 	 
	Interest Rate:	 	8% per year, simple interest.
	 	 	 
	Due Date of Note(s):	 	24 months from the date of the Initial Closing.
	 	 	 
	Terms:	 	Prior to the Due Date each noteholder may elect at any time to convert all principal and interest outstanding into shares of Series D Convertible Preferred Stock of the Company at the Series D price of $12.50 per share (it being noted that each share of the Corporation’s Series D Preferred Stock is currently convertible into approximately 1.204238921 shares of Common Stock and, as such, the Series D Notional Price under the Company’s certificate of incorporation is now $10.38.)
	 	 	 
	 	 	Upon the closing of a Qualified Financing (as defined below), all principal and interest outstanding will automatically convert into shares of the same class and series of capital stock of the Company issued to other investors in the Qualified Financing (the “Qualified Financing Stock”) at a price per share equal to 80% of the price per share paid by other investors in the Qualified Financing.
	 	 	 
	 	 	A “Qualified Financing” shall be a sale of convertible preferred stock of the Company of at least $1,000,000, including proceeds from any indebtedness of the Company that converts into equity in such financing (excluding indebtedness under the notes described herein).
	 	 	 
	Sale of Company:	 	In the event that the Company is sold to a third party prior to the completion of the Qualified Financing, upon the closing of such sale, all notes then outstanding shall be cancelled and each noteholder will be paid in cash an amount equal to one and one-half times (1.5X) the principal amount of such noteholder’s note plus the accrued interest on the principal amount.
	 	 	 
	Notification by the Company:	 	No later than 10 business days prior to the closing of a Qualified Financing or a Company Sale (“Event”), as the case may be, the Company will provide notice in writing to noteholders of the Event.


 




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SCHEDULE B


 


Commercialization and Development Plan


 


1.          OVERVIEW.
The Parties agree to perform the activities set forth in this Plan in order to bring the Licensed Technology to market. Capitalized
terms used in this schedule shall have the meanings ascribed to them in this Agreement.


 


2.          PROJECT
MANAGER. Licensor shall appoint, subject to the approval of Licensee (which approval shall not be unreasonably withheld or delayed),
a project manager to direct implementation of this Plan and to oversee research and development efforts pursuant to this Agreement.


 


3.          DILIGENCE.
Licensee shall use commercially reasonable efforts, or shall cause its Sublicensees to use commercially reasonable efforts, to
develop Licensed Products or Licensed Processes and to introduce Licensed Products or Licensed Processes into the commercial market
as set forth below, Licensor shall make reasonable commercial efforts to pursue the R&D Activities using the funding provided
by Licensee, including to achieve the agreed research milestones, and shall provide a team dedicated to the R&D Activities
as provided below.


 


4.          R&D
FUNDING. Licensee funding of Licensor’s R&D Activities shall total no less than $1.0 million in each of calendar years 2010,
2011, 2012, 2013 and 2014.


 


5.          BUDGETING,
INVOICING AND PAYMENT. Within ten (10) business days of the Effective Date and then before each anniversary of that date Licensor
and Licensee shall agree a budget and research milestones for 2010 and subsequently, for each following  calendar year. Licensor
shall invoice Licensee on a monthly basis in respect of all expenditures relating to R&D Activities and, to the extent those
expenditures relate to third party service and/or product providers, Licensor will supply Licensee with copies of the relevant
third party’s invoices. All invoices submitted by Licensor to Licensee shall be paid by Licensee within five (5) business days
of the date of invoice.


 


6.          STAFF
AND RESOURCE ALLOCATION. The Project Manager shall have authority to supervise and maintain staff to carry out the R&D
Activities, subject to the availability of funding, Licensor’s oversight, and the Project Manager’s reasonable business and
technical judgment.


 


7.          REPORTING.
The Project Manager shall furnish a report to the parties on no less than a quarterly basis, detailing the R&D Activities undertaken
during the previous quarterly period and plans for the succeeding quarterly period, as well as a funding request setting forth
the proposed use of Licensee’s minimum funding obligation for the applicable year as well as any proposal for additional (but optional)
Licensor funding and the objectives to be pursued therewith.


 




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8.          SALES
SCHEDULE. Licensee commits to the following schedule of minimum annual sales of Licensed Products and/or Licensed Processes:


 


2010: (No Minimum)


2011: (No Minimum)


2012: (No Minimum)


2013: $5.0 million


2014: $10.0 million


2015 and each year following: $15.0 million


 


Licensee and Licensor mutually agree that:





		(i)	Licensor will, by mutual agreement between the Parties,
make available engineering, technical and business development personnel to assist Licensee achieve the schedule of minimum sales,
the reasonable cost of which shall be reimbursed to Licensor by Licensee; and






		(ii)	In the event Licensee fails to achieve the minimum annual
sales as scheduled above, Licensee and Licensor will work in good faith to identify and appoint new, mutually acceptable Sublicensees
to assist Licensee achieve these sales objectives.



 


9.          BREACH. In the event that Licensor determines that Licensee
(or a Sublicensee) has failed to fulfill any of its obligations under this Schedule, then Licensor may treat such failure as a
material breach of this Agreement.


 


10.        UPDATES. This Commercialization Plan shall be updated
as appropriate by mutual consent of the Parties.


 




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SCHEDULE C


 


Mears Patent Portfolio


 


1. Granted
and Issued US Patents


 


  




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1. Granted and issued US Patents (continued)


 


  




    	 	-15-	 



     


    

 


2. Granted and Issued non-US (Rest of World) Patents


 


  




    	 	-16-