altair_8k-ex1003.htm

 

    
      

    

    Exhibit 10.3

     

     

    
      


      


      LICENSE
AGREEMENT

      


      This LICENSE AGREEMENT (“Agreement”) is entered into as
of April 30, 2010 (the “Effective Date”) by and
between ALTAIRNANO, INC., a Nevada corporation, having its principal place of
business at 204 Edison Way, Reno, Nevada (“Altairnano”) and AlSher
Titania LLC, a Delaware limited liability company, having its principal place of
business at 204 Edison Way, Reno, Nevada (“ALSHER”).  Altairnano
and ALSHER may each be referred to herein individually as a “Party” and collectively as the
“Parties.”

      


      RECITALS

      


      A.           Altairnano
owns proprietary processes for the extraction of Ti values from ilmenite ore to
produce pigment grade TiO2 and other
titanium-containing materials.


      


      B.           ALSHER
desires, and Altairnano is willing to grant irrevocable (subject to the terms
herein) exclusive licenses in specified fields for its proprietary process for
extracting titanium values from ore to produce TiO2 and
converting ore into titanium containing materials, and associated patents, on
the terms and conditions set forth in this Agreement.

      


      AGREEMENT

      


      In consideration of the mutual promises
and covenants set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Altairnano and ALSHER
hereby agree as follows:

      


      
        SECTION
1.  DEFINITIONS

      

       

      1.1 All terms
in this Agreement that are set forth with the first letter capitalized have the
meanings given in Exhibit A attached
hereto and incorporated herein by reference.

       

      1.2 As used
in this Agreement, (i) neutral pronouns and any derivations thereof shall be
deemed to include the feminine and masculine and all terms used in the singular
shall be deemed to include the plural and vice versa, as the context may
require; (ii) the words “hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole, including all exhibits, as
the same may be amended from time to time, and not to any subdivision of this
Agreement; (iii) the word “including” is not intended to
be exclusive and means “including without limitation”; (iv) the word “days” means “calendar days,”
unless otherwise stated; and (iv) descriptive headings are inserted for
convenience of reference only and do not constitute a part of and shall not be
utilized in interpreting this Agreement.

       

      
        SECTION
2.  LICENSE
GRANTS

      

       

      2.1 Grant to
ALSHER.  Subject to the terms of this Agreement, Altairnano
hereby grants ALSHER the following licenses:

       

      2.1.1 Altairnano
hereby grants to ALSHER an irrevocable (subject to the terms herein) and
exclusive (even as to Altairnano and its Affiliates) license to make, use, sell
and otherwise practice, with the right to sublicense, the Licensed Intellectual
Property during the Term only in the ALSHER Fields.

       

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      2.1.2  Altairnano
hereby grants to ALSHER an irrevocable (subject to the terms herein)
non-exclusive license to make, use, sell and otherwise practice, with the right
to sublicense, the Limited Know-How during the Term in the Non-Titanium
Materials Field.

       

      2.2 Retained Rights of
Altairnano.  Without limiting the foregoing, no license or
sublicense is conferred to ALSHER under the Licensed Intellectual Property to
develop, use, market, distribute, make, have made, sell, offer for sale, have
sold, export or import or otherwise deal in or with any product or technology
outside the ALSHER Fields other than as set forth in Section
2.1.2.  For the avoidance of doubt, Altairnano shall retain and
reserve all rights that are not explicitly granted to ALSHER herein, including
the sole and exclusive right to use and exploit Licensed Intellectual Property,
including the right to grant licenses and sublicenses, exclusively or
non-exclusively, to any Third Party (including any Affiliate of Altairnano) for
any use, purpose or application, including research, development, manufacture or
commercialization of any product, process, item, device, machine or other
apparatus, outside the ALSHER Fields other than as set forth in Section
2.1.2.

       

      2.3 No Other Rights; No Implied
Licenses.  Except as expressly provided in this Agreement,
under no circumstances shall a Party hereto, as a result of this Agreement,
obtain any ownership interest, license or other right in any Know-How, patent
rights, trademarks, copyrights or other proprietary information or intellectual
property rights of the other Party and no rights or licenses with respect to any
such intellectual property are granted or shall be deemed granted hereunder or
in connection herewith except as expressly granted and provided in this
Agreement.

       

      2.4  Sublicensing  If
ALSHER exercises its right to sublicense its rights under the licenses granted
in Section 2.1, it shall do so only in accordance with this Section 2.4. ALSHER
may sublicense its right to practice the Licensed Intellectual Property in the
ALSHER Fields. Any such sublicense entered into by ALSHER shall be subject to
(i) all applicable terms and conditions of this Agreement, and (ii) the
execution of a sublicense with each Third Party that includes provisions
substantially similar to those herein that are sufficient to enable ALSHER to
comply with its obligations hereunder and are at least as protective of
Altairnano’s rights as the provisions herein. The execution of a subcontract by
ALSHER hereunder shall not relieve ALSHER from, or diminish, any obligation of
ALSHER under this Agreement. ALSHER shall promptly furnish Altairnano with a
fully signed copy of any sublicense hereunder. Upon expiration or termination of
this Agreement for any reason, all such sublicenses shall likewise
terminate.   Any and all such sublicenses shall be considered
Confidential Information, and shall be treated as such in accordance with the
terms of this Agreement.

       

      2.5  Notice of License to USPTO
and Others.  ALSHER shall have the right to file notices of the
license granted pursuant to this Agreement with all appropriate governmental
organizations throughout the world, including the United States Patent and
Trademark Office, and its counterparts in Europe and Asia.  Altairnano
shall assist ALSHER, at AlSher’s sole expense, in making any such filings by
providing any commercially reasonable assistance as may be required by
ALSHER.

       

      
        SECTION
3.  INTELLECTUAL
PROPERTY

      

       

      3.1  Ownership; Modification of
Licensed Patents.  All Licensed Intellectual Property, whether
or not patentable, shall be the property of Altairnano and Altairnano shall be
the sole owner of the Licensed Intellectual Property.  At any time
during the Term, ALSHER may elect, upon giving written notice to Altairnano, to
remove any patent or patent application from Exhibit
B.  Such written notice shall automatically amend Exhibit B to delete
the identified patent or patent application and such identified patent or patent
application shall no longer be considered Licensed Patents for any purposes of
this Agreement.  For the avoidance of doubt, upon removal of any
patent or patent application from Exhibit B as provided
in the preceding sentence, ALSHER shall have no further rights, license or
obligations under or with respect to such removed patent or patent application,
including under Section 2 or Section 4.2.  Altairnano shall forthwith
make available to ALSHER the Licensed Technology which Altairnano is at liberty
to disclose.  Such Licensed Technology furnished by Altairnano shall
be subject to Section 5 (Confidentiality) and shall be used by ALSHER only in
the ALSHER Fields.

       

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Altairnano
shall make available to ALSHER the services of a fully qualified and experienced
member of its staff to advise ALSHER as to the methods and use of the Licensed
Intellectual Property as set forth in the Technical Services Agreement between
the parties.

       

      3.2  Licensed Improvements
. Altairnano and ALSHER shall each individually own all their own
Licensed Improvements which such party may develop on or after the Effective
Date of this Agreement.  Any Licensed Improvements developed by
Altairnano that are not covered or claimed by a patent or patent application and
that are not generally known and are necessary for ALSHER to practice the
Licensed Patents in the ALSHER Fields shall be considered Licensed Technology
for all purposes of this Agreement and shall be deemed to be included in the
license grant to ALSHER under the terms of this Agreement.  Any
patents or patent applications to the extent covering Licensed Improvements
shall be considered Licensed Patents for all purposes of this Agreement and
shall be deemed to be included in the license grant to ALSHER under the terms of
this Agreement.  In the event of expiration or termination of this
Agreement, unless if terminated as a result of Altairnano’s breach of this
Agreement, to the extent that ALSHER develops any Licensed Improvements on or
after the Effective Date, ALSHER hereby grants to Altairnano a non-exclusive,
sub-licensable, perpetual, fully paid up, world-wide, license to make, use,
sell, further develop and otherwise practice the Licensed
Improvements.

       

      3.3 Technology
Improvements.  Altairnano and ALSHER shall each individually
own all their own Technology Improvements which such party may develop in the
future.  All Know-How that constitute(s) adaptations, advances,
alterations, updates, modifications, enhancements, variations or improvements to
any of the technology that is not expressly disclosed in any of the Licensed
Patents shall be owned by the party that develops such
Know-How.  Altairnano agrees that any Technology Improvements that it
develops shall be deemed to be included in the license grant to ALSHER under the
terms of this Agreement.  In the event of expiration or termination of
this Agreement, unless if terminated as a result of Altairnano’s breach of this
Agreement, to the extent that ALSHER develops any Technology Improvements on or
after the Effective Date, ALSHER hereby grants to Altairnano a perpetual, fully
paid up, world-wide, non-exclusive sub-licensable, license to make, use, sell,
further develop and otherwise practice the Technology Improvements.

       

      3.4  Filing, Prosecution and
Maintenance.  Altairnano shall have the sole and exclusive
right, but not the obligation, to prepare, file, and prosecute all Licensed
Patents throughout the world and shall be responsible for activities related to
conducting any interferences, reexaminations, reissues, oppositions, or requests
for patent term extension relating to such Licensed Patents.  All
costs related to the aforementioned activities shall be paid by
Altairnano.

       

      3.4.1 ALSHER
shall, at the reasonable request of Altairnano, sign or have signed any and all
documents necessary in connection with Altairnano’s filing, prosecution,
maintenance, extension and enforcement of the Licensed Patents and to take such
other actions as Altairnano may reasonably request from ALSHER in connection
with the Licensed Patents, the expense for which shall be allocated in
accordance with Section 3.5.

       

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      3.4.2  Altairnano
shall immediately upon the execution of this Agreement and the grant of any of
the Licensed Patents grant and enter with ALSHER into a license agreement in the
form or substantially the form set out in Exhibit C which license shall be
registered by ALSHER with such Patent Offices in the Territory as it considers
appropriate.  Until the grant of any such license so far as may be
legally possible Altairnano and ALSHER shall have the same rights in respect of
the Patents and be under the same obligations to each other in all respects as
if the said license had been granted.

       

      3.4.3 Altairnano
shall keep ALSHER apprised of any material and non-ministerial activities
related to the Licensed Patents by providing ALSHER with copies of official
actions, amendments, draft responses and responses with respect to Altairnano’s
preparation, filing, prosecution and maintenance of the Licensed Patents, and
Altairnano shall take into account ALSHER’s reasonable comments with respect to
such activities.  Other than considering ALSHER’s reasonable comments,
Altairnano shall have sole discretion with respect to the preparation, filing,
prosecution and maintenance of the Licensed Patents.

       

      3.4.4  If
Altairnano elects not to file, prosecute, maintain or extend any of the patents
that are included within the Licensed Patents, then Altairnano shall promptly
(and in any event not less than sixty (60) calendar days prior to the deadline
for taking appropriate action with respect to such patent) notify ALSHER of the
same and ALSHER shall then have the right, but not the obligation, to assume the
responsibility for preparing, filing, prosecuting and maintaining such patents
at ALSHER’s sole expense and using counsel of its choosing.  If ALSHER
elects to file and/or continue prosecution and/or maintenance of any such patent
that Altairnano elects to discontinue, Altairnano shall execute such documents
and perform such acts as may be reasonably necessary to permit ALSHER to file,
prosecute and/or maintain such patent.  Altairnano will provide ALSHER
reasonable cooperation and will make available to ALSHER, at reasonable times
and under appropriate conditions, access to relevant personnel, records, papers
and the like in its possession necessary for ALSHER to file or prosecute such
patent application and/or maintain such patent.  If ALSHER elects to
file and/or continue prosecution and/or maintenance of any such patent or patent
application that Altairnano elects to discontinue, then ALSHER shall have the
right to file, prosecute and maintain such Licensed Patents, at its sole
expense, in which event ALSHER shall automatically become the owner of such
Licensed Patents, and Altairnano shall execute all such documents and
instruments in connection therewith as may be reasonably requested by ALSHER to
evidence ALSHER’s ownership and rights in such Licensed Patents.

       

      3.4.5 If
an Event of Bankruptcy occurs relating to Altairnano, and Altairnano has failed,
within thirty (30) days following the Event of Bankruptcy, to give ALSHER
reasonably adequate assurances that it (or a third party on its behalf) is
preparing, filing, prosecuting and maintaining the Licensed Patents, ALSHER
shall have the right, upon notice in writing to Altairnano, to assume the
responsibility for preparing, filing, prosecuting and maintaining the Licensed
Patents at ALSHER’s sole expense and using counsel of its
choosing.  If an Event of Bankruptcy occurs relating to Altairnano,
and Altairnano has failed, within thirty (30) days following the Event of
Bankruptcy, to give ALSHER reasonably adequate assurances that it (or a third
party on its behalf) is adequately preserving and protecting the viability of
the Licensed Intellectual Property, ALSHER shall have the right upon notice in
writing to Altairnano to take all steps as it considers necessary in the
circumstances to preserve and protect the viability of the Licensed Intellectual
Property including without limitation to create and maintain current copies or,
if not amenable to copying, descriptions or other appropriate embodiments, to
the extent feasible, of all documents and records evidencing conception or
reduction to practice of any invention claimed or disclosed in any Licensed
Intellectual Property.

       

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        3.5  Assignment of all right,
title and interest in Licensed Intellectual Property, including Licensed
Patents. 

      

       

      
        3.5.1  At
anytime during the Term of this Agreement, and upon written notice from ALSHER,
Altairnano shall, in consideration for two million dollars ($2,000,000), which
shall be paid in eight consecutive quarterly installments of two hundred fifty
thousand dollars ($250,000), assign the Licensed Intellectual Property,
including the Licensed Patents listed on Exhibit B, to ALSHER.  Upon
such assignment, all retained rights of Altairnano pursuant to Section 2.2 shall
immediately terminate, and no other royalties or other payments shall be due to
Altairnano under this Agreement or under the Definitive
Agreement. 

         

        3.5.2  Continuing
Restriction. Any acquisition of the Licensed Intellectual Property,
including the Exhibit B patents by ALSHER and any sublicense thereof by ALSHER
shall be subject to a continuing restriction preventing the practice thereof in
the fields of any battery or nano electrode materials (including, without
limitation, lithium titanates) and life science materials.

      

       

      3.6  Infringement.  If
either Party becomes aware of any activity that such Party believes represents
an infringement by a Third Party, anywhere in the world, of any Licensed
Patents, the Party obtaining such knowledge shall promptly advise the other in
writing of all relevant facts and circumstances pertaining to the potential
infringement.  Altairnano and ALSHER shall thereafter consult and
cooperate fully to determine a course of action, including but not limited to,
the commencement of legal action to terminate any infringement of the Licensed
Patents.

       

      3.6.1 In
the ALSHER TiO2 Pigment
Field, ALSHER shall have the first right, but not the obligation, to institute
and control an action, in its name and at its sole expense, against such Third
Party for infringement of any Licensed Patents, and Altairnano shall cooperate
with ALSHER in such action at the expense of ALSHER.  If ALSHER finds
it necessary or desirable to join Altairnano as a party to such action,
Altairnano will execute all papers and perform any other acts as may be
reasonably required by ALSHER, at the expense of ALSHER.  ALSHER shall
have the right to control, with such cooperation by Altairnano as is reasonably
required by ALSHER at ALSHER’S expense, any claim by a Third Party asserting
invalidity of any Licensed Patents.  If ALSHER elects not to institute
and control such action against a Third Party for infringement of any of the
Licensed Patents, Altairnano shall have the right, but not the obligation, to
institute and control such action at its own expense.  Neither Party
shall incur any liability to the other Party as a consequence of such litigation
or any unfavorable decision resulting therefrom, including any decision holding
any of the Licensed Patents invalid or unenforceable.

       

      3.6.2  Outside
of the ALSHER TiO2 Pigment
Field, Altairnano shall have the first right, but not the obligation, to
institute and control an action, in its name and at its sole expense, against
such Third Party for infringement of any Licensed Patents, and ALSHER shall
cooperate with Altairnano in such action at the expense of
Altairnano.  If Altairnano finds it necessary or desirable to join
ALSHER as a party to such action, ALSHER will execute all papers and perform any
other acts as may be reasonably required by Altairnano, at the expense of
Altairnano.  Altairnano shall have the right to control, with such
cooperation by ALSHER as is reasonably required by Altairnano at Altairnano's
expense, any claim by a Third Party asserting invalidity of any Licensed
Patents.  If Altairnano elects not to institute and control such
action against a Third Party for infringement of any of the Licensed Patents,
ALSHER shall have the right, but not the obligation, to institute and control
such action at its own expense. Neither Party shall incur any liability to the
other Party as a consequence of such litigation or any unfavorable decision
resulting therefrom, including any decision holding any of the Licensed Patents
invalid or unenforceable.

       

       

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      3.6.3  The
Party initiating and controlling a litigation action against a Third Party
infringer under Section 3.6.1 or 3.6.2 shall (a) control all aspects of such
action, including the right to enter into any settlement, consent judgment or
other voluntary final disposition respecting such action; provided that no
settlement shall be entered into by such Party without the written consent of
the other Party if such settlement would materially detrimentally affect the
other Party’s interests hereunder, (b) bear all costs and attorneys’ fees
respecting such action, and (c) be entitled to all litigation or settlement
recoveries received (including without limitation all amounts received under any
applicable license or sublicense agreement(s) entered into between the Third
Party and the Party initiating and controlling such action).

       

      3.6.4 Notwithstanding
the foregoing, Altairnano and ALSHER may agree to institute an infringement
action against a Third Party jointly, in which case the suit shall be brought in
both of their names, the reasonable and documented out-of-pocket costs thereof
shall be borne equally (50% each) by the Parties and any recovery or settlement
shall be allocated first to reimburse the Parties for their out-of-pocket costs
and the remainder shall be shared fifty percent (50%) to Altairnano and fifty
percent (50%) to ALSHER.  Altairnano and ALSHER shall work together to
manage such joint litigation, with Altairnano having the primary responsibility
for controlling such suit.  ALSHER may, if it so desires, also be
represented by separate counsel of its own selection, and the fees for such
counsel shall be paid by ALSHER.

       

      3.7 Defense and Settlement of
Third Party Claims.  If a Third Party asserts that the use or
application of the Licensed Intellectual Property in the ALSHER Fields infringes
or induces or contributes to infringement of a patent or other intellectual
property right owned by such Third Party (“Third Party Infringement
Action”), the Party first having notice of a Third Party Infringement
Action shall promptly notify the other Party in writing.  Such written
notice shall set forth the facts of the Third Party Infringement Action in
reasonable detail.  ALSHER shall have the first right, but not the
obligation, to control the defense of the Third Party Infringement Action in the
ALSHER TiO2 Pigment
Field at its own expense and, subject to the remainder of this Section 3.7,
shall have the right to enter into any settlement, consent judgment or other
voluntary final disposition respecting such Third Party Infringement Action,
including the right to obtain a license from such Third Party.  If
ALSHER elects not to assume control of the defense of such action, Altairnano
shall have the right, but not the obligation, to control such defense at its own
expense and, subject to the remainder of this Section 3.7, shall have the right
to enter into any settlement, consent judgment or other voluntary final
disposition respecting such Third Party Infringement Action, including the right
to obtain a license from such Third Party.  Altairnano shall have the
first right, but not the obligation, to control the defense of the Third Party
Infringement Action outside of the ALSHER TiO2 Pigment
Field at its own expense and, subject to the remainder of this Section 3.7,
shall have the right to enter into any settlement, consent judgment or other
voluntary final disposition respecting such Third Party Infringement Action,
including the right to obtain a license from such Third Party.  If
Altairnano elects not to assume control of the defense of such action, ALSHER
shall have the right, but not the obligation, to control such defense at its own
expense and, subject to the remainder of this Section 3.7, shall have the right
to enter into any settlement, consent judgment or other voluntary final
disposition respecting such Third Party Infringement Action, including the right
to obtain a license from such Third Party.  The Party not controlling
such defense will have the right to be represented in any such Third Party
Infringement Action at its own expense.  The Party controlling such
defense shall keep the other Party advised of the status of such Third Party
Infringement Action and shall consider recommendations made by the other Party
in respect thereto.  The Party not controlling such defense will
assist and cooperate in any such Third Party Infringement Action at the
defending Party’s reasonable request and expense.  If the Party
controlling such defense is not the Party against whom such Third Party
Infringement Action was originally brought, then the Party controlling such
defense shall not agree to the settlement of such action without the prior
written consent of the other Party.

       

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        SECTION
4.  CONFIDENTIALITY;
NON-COMPETITION

      

       

      4.1 (a) Obligations Regarding
Confidential Information.  The Receiving Party shall not use
any Confidential Information provided by the Disclosing Party except as
necessary for the Receiving Party to exercise its rights or perform its
obligations under this Agreement. The Receiving Party shall not disclose
Confidential Information provided by the Disclosing Party to others (except to
its employees, consultants, agents and Affiliates who reasonably require
disclosure of such Confidential Information to enable the Receiving Party to
exercise its rights or perform its obligations hereunder and who are bound to
the Receiving Party by like obligations as to confidentiality no less stringent
than those set forth herein) without the prior written permission of the
Disclosing Party. The Receiving Party shall treat all Confidential Information
with the same degree of care as the Receiving Party accords its own information
or materials of a similar nature, but in no case less than reasonable
care.  The Receiving Party shall not copy any Confidential Information
except as necessary to enable the Receiving Party to use Confidential
Information as permitted hereunder, and shall ensure that each such copy shall
contain and state the same confidential or proprietary notices or legends which
appear on the original. The Receiving Party shall immediately give notice to the
Disclosing Party of, and shall assist the Disclosing Party in remedying, any
unauthorized use or disclosure of Confidential Information.  Neither
Party shall communicate any information or materials to the other in violation
of the proprietary rights of any Third Party.

       

      (b)       During
the Term of this Agreement, Altairnano agrees that it will not will not compete
with ALSHER in the ALSHER Fields, and that it will not aid any Third Party that
is engaged in or about to become engaged in, research, development, licensing,
technology commercialization, production, marketing, leasing, selling, providing
services or engaging in a business in competition with ALSHER in the ALSHER
Fields.


       

      4.2 Authorized
Disclosure.  Notwithstanding the foregoing Section 4.1,
the Receiving Party may disclose Confidential Information of the Disclosing
Party to the extent such disclosure is reasonably necessary to comply with
applicable governmental laws and regulations, court orders or other legal
requirements; provided that the Receiving Party shall give reasonable advance
notice to the Disclosing Party of such disclosure and shall seek confidential
treatment of such Confidential Information to the fullest extent possible and/or
shall use reasonable efforts to cooperate with the Disclosing Party in its
efforts to secure confidential or protective treatment of such Confidential
Information.

       

      4.3 Terms of this
Agreement.  Neither Party may disclose to any Third Party the
terms and conditions of this Agreement without the other Party's prior written
consent, except:  (i) as required by any court or governmental body in
connection with any litigation or administrative proceeding; (ii) in connection
with the requirements of a public offering or securities filing, provided the
disclosing Party shall endeavor to obtain confidential treatment of financial
and trade secret information contained herein; (iii) under appropriate
conditions of confidentiality, to subcontractors, accountants, legal counsel,
banks, existing or potential investors or other financing sources and their
advisors; or (iv) under appropriate conditions of confidentiality, in
connection with a merger or acquisition or proposed merger or acquisition,
or the like.  Notwithstanding the foregoing, the disclosing Party
shall notify the other Party prior to making any disclosure under subsection
(iii) or (iv) of (a) any detailed terms of this Agreement (other than
information about the existence or general scope of this Agreement) or (b) any
copies of this Agreement without redacting, at a minimum, all economic
terms.

       

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      4.4 Public
Announcements.  All press releases or other public
announcements by either Party relating to this Agreement or the subject matter
hereof shall be approved in writing in advance by each Party, which approval
shall not be unreasonably withheld or delayed; provided that this shall not
restrict a Party’s obligation to comply with applicable legal disclosure
obligations.

       

      4.5 Return of Confidential
Information.  Confidential Information shall remain the
property of the Disclosing Party.  Upon expiration or earlier
termination of this Agreement, the Receiving Party shall immediately cease to
use the Disclosing Party’s Confidential Information and, at the Disclosing
Party’s option, either return to the Disclosing Party or destroy all data,
drawings, memoranda, notes and other written materials (including summaries,
records, descriptions, modifications, drawings and adaptations that have been
made from any such materials), together with any magnetic media and computer
stored information, including any copies thereof, embodying or containing any of
the Disclosing Party’s Confidential Information in the possession or control of
the Receiving Party or its Affiliates, consultants or agents; provided, however,
that one (1) copy of such Confidential Information may be retained on a
confidential basis for archival purposes only. Any destruction pursuant to the
preceding sentence shall be promptly confirmed in writing.  The return
or destruction of Confidential Information as provided herein shall not relieve
the Receiving Party of its obligations under this Agreement.

       

      4.6 Remedies.  Each
Party shall be entitled, in addition to any other right or remedy it may have at
law or in equity, to seek an injunction in any court of competent jurisdiction,
without the need to post a bond, enjoining or restraining the other Party from
any violation or threatened violation of this Section 4.

       

      
        SECTION
5.  REPRESENTATIONS
AND WARRANTIES

      

       

      5.1 Representations and
Warranties.  Each of the Parties hereby represents and warrants
to the other Party as follows, all such representations and warranties being as
of the Effective Date of this Agreement:

       

      5.1.1 it is
duly organized and validly existing under the laws of its jurisdiction of
organization, and has full power and authority to enter into this Agreement and
perform its obligations under this Agreement;

       

      5.1.2 it has
taken all action necessary for the lawful execution, delivery and performance of
this Agreement, the person executing this Agreement on its behalf has been duly
authorized to do so by all requisite corporate action, and this Agreement is
legally binding upon it and enforceable in accordance with its
terms;

       

      5.1.3 the
execution, delivery and performance of this Agreement by it do not violate,
conflict with or constitute a default under any agreement or instrument
(including its corporate charter or other organizational documents) to which it
is a party or by which it may be bound, or, to its Knowledge, any applicable
law, regulation or order of any court or other tribunal; and

       

      5.1.4 it shall
and shall cause its permitted subcontractors to, comply with all laws, rules and
regulations applicable to the performance of its obligations
hereunder.

       

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      5.2 Additional Representation
and Warranty of Altairnano.  Altairnano represents and warrants
to ALSHER and to Sherwin, as a third party beneficiary, that, as of the
Effective Date:

       

      
        5.2.1
it
is the legal and beneficial owner of all right, title and interest in and to the
Licensed Patents and Licensed Intellectual Property, and has full power and
authority to enter into this Agreement and to grant to ALSHER the licenses
granted in this Agreement.

         

        5.2.2  the
details listed in Exhibit B are true, complete and accurate;

         

        5.2.3  to
Altairnano’s Knowledge as of the Effective Date hereof, the Licensed
Intellectual Property constitutes all intellectual property necessary to
practice the technology;

         

        5.2.4  all
fees due up to the Effective Date for the prosecution and maintenance of the
Licensed Patents (including any application fees) in the United States, and to
Altairnano’s Knowledge, in all applicable foreign jurisdictions, have been paid
in full;

         

        5.2.5  neither
Altairnano nor any of its Affiliates have Knowledge of any reason why the
applications forming part of the Licensed Patents should not proceed to
grant;

         

        5.2.6  none
of the Licensed Patents is the subject of any current or, to Altairnano’s
Knowledge, threatened, claim, opposition, proceedings or attack in relation to
its validity or revocability or enforceability or as to Altairnano's rights of
ownership thereto or rights to use such (whether such claims are by employees,
ex-employees or other third parties) or applications for licenses of right and
to Altairnano’s Knowledge, there are no facts or matters which might give rise
to any such claim, opposition, proceedings or attack;

         

        5.2.7  neither
Altairnano nor any of its Affiliates have made or raised, or is involved in, any
oppositions, claims or proceedings challenging the rights of any third party to
obtain registration of any intellectual property rights or the entitlement of
any third party to any registered intellectual property rights or the validity
or enforceability of any intellectual property rights registered in the name of
a third party relating to the Licensed Intellectual Property in the ALSHER
Fields;

         

        5.2.8 Except
as described in Section 2.1, neither Altairnano nor any of its Affiliates have
granted any licenses or permissions allowing any third party to exploit or use
the Licensed Intellectual Property in the ALSHER Fields and no third party has
any option or other right to require that Altairnano or any of its Affiliates
grant it such license or permission in the ALSHER Fields;

         

        5.2.9 there
are no agreements or arrangements (i) which prevent, restrict or otherwise
inhibit Altairnano's freedom to use, exploit, license, sub-license, transfer or
assign the Licensed Intellectual Property for use in the ALSHER Fields or (ii)
under which Altairnano or any of its Affiliates have granted any third party
rights in (including any rights to obtain an assignment, license or other rights
in the future or on the happening of any event), or options over, any of the
Licensed Intellectual Property for use in the ALSHER Fields;

         

        5.2.10  to
Altairnano’s Knowledge, use of the Licensed Intellectual Property in accordance
with the terms of this Agreement will not infringe any patent or other
intellectual property rights of any third party;

         

         

        
          
             


          

          
            9

            
              

            

          

          
             


          

        

         

        5.2.11 the
Licensed Intellectual Property is free from any charges and encumbrances in
favor of third parties; and

         

        5.2.12 to
Altairnano’s Knowledge, no third party is infringing the Licensed Intellectual
Property.

      

       

      5.3 Limitations.  Neither
Party warrants or represents, and nothing in this Agreement shall be construed
as a warranty or representation by either Party:

       

      5.3.1 as to the
validity, scope or enforceability of any patent within the Licensed
Patents;

       

      5.3.2 that
anything developed, made, used, sold, offered for sale, imported or otherwise
created, conceived or disposed of under any license granted hereunder is or
shall be free from infringement or violation of any patent or other intellectual
property rights of Third Parties; or

       

      5.3.3 that
either Party will bring or agrees to bring or prosecute actions or suits against
Third Parties for infringement of any patent within the Licensed
Patents.

       

      5.4 No Other
Representations.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1
and 5.2,  NEITHER ALTAIRNANO NOR ALSHER MAKES ANY REPRESENTATION OR
EXTENDS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE.  WITHOUT
LIMITING THE FOREGOING AND SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT,
ALL LICENSES GRANTED BY ALTAIRNANO ARE GRANTED “AS IS”, AND EACH PARTY HEREBY
DISCLAIMS ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PROCESSING,
PRODUCTION OR MANUFACTURE OF WHITE TITANIUM DIOXIDE PIGMENT HEREUNDER WILL BE
SUCCESSFUL, IN WHOLE OR IN PART.

       

      
        SECTION
6.  LIMITATION
OF LIABILITY

      

       

      6.1 No Indirect
Damages.  NEITHER PARTY SHALL HAVE ANY LIABILITY UNDER THIS
AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT
DAMAGES OR LIABILITIES, INCLUDING WITHOUT LIMITATION SUCH DAMAGES OR LIABILITIES
FOR LOSS OF REVENUE, LOSS OF BUSINESS, FRUSTRATION OF ECONOMIC OR BUSINESS
EXPECTATIONS, LOSS OF PROFITS, OR COST OF CAPITAL, REGARDLESS OF THE FORM OF THE
ACTION, WHETHER IN CONTRACT OR OTHERWISE, EVEN IF A PARTY HERETO HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

       

      6.2 Right of
Offset.  IN THE EVENT OF AND TO THE EXTENT OF ANY FINAL
JUDGMENT AWARD TO ALSHER, THEN ALSHER MAY OFFSET THE COST OF SUCH JUDGMENT AWARD
AGAINST ANY PAYMENTS THAT MAY BE DUE UNDER THIS AGREEMENT TO
ALTAIRNANO.

       

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

       

      
        SECTION
7.  TERM
AND TERMINATION

      

       

      7.1 Term.  The
term of this Agreement (“Term”) shall commence on the
Effective Date and shall remain in effect as follows:

       

      7.1.1 This
Agreement shall terminate at midnight December 31, 2010 if ALSHER is unable to
conclude financing by December 31, 2010 for a small scale demonstration plant
with an estimated minimum of 2600 tons per year output (“Small Scale Plant”)
unless ALSHER has provided notice to Altairnano that ALSHER is exercising its
options under Section 8(a) of the Definitive Agreement, in which case this
Agreement shall terminate as of the date ALSHER ceases such payments before
having made all such payments called for thereunder; or

       

      7.1.2  If
AlSher exercises its options under Section 8(a) of the Definitive Agreement and
makes all payments to the full amount of the Maximum Amount called for
thereunder, then this Agreement shall terminate (i) with respect to the Licensed
Patents, on a country by country basis, upon the last to expire Valid Claim of
the Licensed Patents or (ii) with respect to Licensed Technology, only as
provided under Section 7.2, so long as such breach is not by Altairnano, or
under Section 7.3.

       

      7.2 Termination for
Breach.  If either Party (the “Breaching Party”) materially
breaches any of its representations, warranties, covenants or obligations under
this Agreement, the other Party (the “Non-Breaching Party”) shall
have the right, at its sole election, to terminate this Agreement upon providing
ninety (90) days’ (or forty-five (45) days’ in the case of breach for
non-payment) written notice to the Breaching Party, such notice specifying the
alleged breach in reasonable detail; provided, however, that if the Breaching
Party shall cure the breach within the ninety (90) or forty-five (45) day
period, as applicable, this Agreement shall continue in full force and
effect.  Notwithstanding the foregoing, in the event the Breaching
Party disputes in good faith the existence of a breach under this Agreement, the
Non-Breaching Party shall not have the right to terminate this Agreement unless
and until the dispute is resolved in the Non-Breaching Party’s favor (i.e. a
final determination that the Breaching Party has materially breached this
Agreement and has failed to cure such breach) through the dispute resolution
provisions of Section 8.  All amounts not in dispute shall continue to
be timely paid.

       

      7.3  Termination for
Bankruptcy.  If at any time during the Term, and Event of
Bankruptcy relating to ALSHER occurs, and ALSHER has not made the Maximum
Payment under the Definitive Agreement and discontinues making payments under
Section 8(a) of the Definitive Agreement, Altairnano shall have, in addition to
all other legal and equitable rights and remedies available hereunder, the
option to terminate this Agreement upon thirty (30) days written notice to
ALSHER. Notwithstanding the foregoing, the Parties agree that the licenses
granted by Altairnano to ALSHER under Section 2.1 of this Agreement are, and
shall otherwise be deemed to be, for purposes of 11 U.S.C. §365(n) of the United
States Bankruptcy Code (the “Code”), licenses of rights to
“intellectual property” as defined under the Code, and that ALSHER, as licensee
of such intellectual property from Altairnano, shall retain and may fully
exercise all of its rights and elections under the Code.  Altairnano
shall use reasonable efforts during the term of this Agreement to create and
maintain current copies or, if not amenable to copying, descriptions or other
appropriate embodiments, to the extent feasible, of all documents and records
evidencing conception or reduction to practice of any invention claimed or
disclosed in any Licensed Intellectual Property.

       

      7.4  Mutual
Agreement.  The Parties may terminate this Agreement, in whole
or in part, at any time upon mutual written agreement.

       

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      7.5  Accrued Obligations,
Survival.  Expiration or termination of this Agreement shall
not relieve the Parties of any obligation accruing before such expiration or
termination, including, without limitation, the obligation to make payments in
connection with activities commenced or performed before such expiration or
termination.  The provisions of Sections 3.5.2, 4, 5, 6, 7, 8,
and 9 and Exhibit
A to the extent definitions are embodied in the preceding listed
Sections, shall survive the expiration or termination of this
Agreement.  Any expiration or termination of this Agreement shall be
without prejudice to the rights of either Party against the other Party accrued
or accruing under this Agreement before expiration or termination.

       

      
        SECTION
8.  DISPUTE
RESOLUTION

      

       

      8.1 Negotiation.  The
Parties shall attempt in good faith to resolve any and all disputes that arise
between them promptly, voluntarily and amicably.

       

      
        SECTION
9.  GENERAL
PROVISIONS

      

       

      9.1 Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to conflict
of laws rules and provisions.  Subject to Section 8, each Party hereby
irrevocably consents to the exclusive jurisdiction and venue of the courts of
Delaware in connection with any action or proceeding brought by either Party
against the other Party arising out of or relating to this
Agreement.

       

      9.2 Notices.  All
notices, requests, consent and other communications given or made by a
Party under this Agreement shall be in writing and shall be deemed given
(i) three (3) days after mailing when mailed (by registered or certified
mail, postage paid, only), (ii) on the date sent when made by facsimile
transmission with confirmation of receipt, or (iii) on the date received
when delivered in person or by overnight commercial courier.  All
notices shall be provided to the address set forth below or such other
place as such Party may from time to time designate in
writing.  Each Party may alter its address set forth below by
notice in writing to the other Party.

       

      
        	
                Altairnano:

              	
                Altairnano,
      Inc.

                204
      Edison Way

                Reno,
      NV  89502

                 

                Fax:
      (775) 858-3731

                Attn:
      General Counsel

              
	 
      	 
      
	
                ALSHER:

              	
                AlSher
      Titania, LLC

                101
      West Prospect Avenue

                Cleveland,
      Ohio 44115

                Attn:
      Senior Vice President, Strategic Excellence Initiatives

                Fax:

                 

              
	 
      	 
      


      

      9.3 Export
Controls.  This Agreement is made subject to any restrictions
concerning the export of materials and intellectual property from the United
States which may be imposed upon or related to either Party from time to time by
the Government of the United States.  Without limiting the foregoing,
neither Party or its Affiliates will export, directly or indirectly, any
intellectual property of the other Party or any product utilizing such
intellectual property to any countries for which the United States Government or
any agency thereof at the time of export requires an export license or other
governmental approval, without first obtaining the written consent to do so from
the Department of Commerce or other agency of the United States Government when
required by applicable statute or regulation.

       

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      9.4 Force
Majeure.  Neither Party shall be held liable or responsible to
the other Party nor be deemed to have defaulted under or breached this Agreement
for failure or delay in fulfilling or performing any term of this Agreement,
other than an obligation to make a payment, when such failure or delay is caused
by or results from fire, floods, embargoes, government regulations, prohibitions
or interventions, war, acts of war (whether war be declared or not),
insurrections, riots, civil commotions, strikes, lockouts, acts of God, or any
other cause beyond the reasonable control of the affected Party and without such
Party’s fault or negligence; provided that the affected Party notifies the
unaffected Party as soon as reasonably possible, and resumes performance
hereunder as soon as reasonably possible following cessation of such force
majeure event.

       

      9.5 Relationship between the
Parties.  The relationship between the Parties is solely that
of independent contractors.  Neither Party nor its employees, agents
or representatives shall be considered agents, partners, franchisees, employees,
owners, or representatives of the other Party, or parties to a joint
venture.  Neither Party has the authority, and neither Party shall act
or represent itself, directly or by implication, as having the authority to bind
or create any obligation or liability on behalf of the other Party.

       

      9.6 Partial Invalidation of
Licensed Patents.  The validity of this Agreement shall not be
affected by the fact that one or more of the Licensed Patents or any claim
therein should finally be declared invalid.

       

      9.7 Expenses.  Except
as otherwise expressly provided herein, each of the Parties shall pay its own
fees and expenses, including any legal and accountants’ fees, incurred by it in
connection with the preparation or performance of this Agreement.

       

      9.8 Assignment.  Neither
Party shall assign or transfer this Agreement, or any rights or obligations
under this Agreement, without the prior written consent of the other Party, and
any attempt to do so without such consent will
be void.  Notwithstanding anything in this Agreement,
however, either Party may, with written notice to the other Party but without
the other Party’s consent, assign or transfer this Agreement and its rights and
obligations hereunder to a successor of all or substantially all of such Party’s
assets, stock or business to which this Agreement relates (whether by sale,
acquisition, merger, operation of law or otherwise), so long as such
successor shall assume (expressly in writing or by operation of law) the
performance of all of the terms of this Agreement.  In addition, and
notwithstanding anything in this Agreement, ALSHER may assign, pledge, or
transfer its interest (including by granting a security interest) in this
Agreement as security and collateral in connection with any financing (whether
debt or equity) transactions entered into by ALSHER but limited to the term
length of such financing, and Altairnano shall execute any documents that may be
reasonably necessary in connection therewith.   This Agreement
shall be binding upon and inure to the benefit of the Parties and
their respective permitted successors and permitted assigns.

       

      9.9 Severability. If one
or more provisions in this Agreement are ruled entirely or partly invalid or
unenforceable by any court or governmental authority of competent jurisdiction,
then: (i) all provisions not ruled to be invalid or unenforceable shall remain
unaffected; (ii) the effect of such ruling shall be limited to the
body making the ruling; and (iii) the provision(s) held wholly or
partly invalid or unenforceable shall be deemed amended, and the Parties shall
reform the provision(s) to the minimum extent necessary to render them valid and
enforceable in conformity with the Parties’ intent as manifested
herein.

       

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      9.10 Amendment;
Waiver.  This Agreement may be amended, modified or
supplemented only by a writing that is signed by duly
authorized representatives of both Parties and that specifically identifies
the provision or provisions of this Agreement being amended, modified or
supplemented.  No term or provision hereof will be considered
waived by either Party, and no breach excused by either Party, unless such
waiver or consent is in writing signed on behalf of the Party against whom
the waiver is asserted.  Without limiting the foregoing, no
consent by either Party to, or waiver of, a breach by either Party, whether
express or implied, will constitute a consent to, waiver of, or excuse of
any other, different, or subsequent breach by either Party.

       

      9.11 Representation by Legal
Counsel.  Each Party represents that it has been represented by
legal counsel in connection with the negotiation and drafting of this Agreement
and acknowledges that it has participated in the drafting hereof.  In
interpreting and applying the terms and provisions of this Agreement, the
Parties agree that no presumption shall exist or be implied against the Party
that drafted such terms and provisions.

       

      9.12 Counterparts; Facsimile
Signatures.  This Agreement may be executed by original or
facsimile signature in two counterparts, each of which shall be deemed an
original, but both of which together shall constitute one and the same
instrument.  If this Agreement is executed in counterparts, no
signatory hereto shall be bound until both Parties have duly executed or caused
to be duly executed (by original or facsimile signature) a counterpart of
this Agreement.  Notwithstanding the foregoing, the Parties shall
deliver original execution copies of this Agreement to one another as soon as
practicable following execution thereof.

       

      9.13 Further
Actions.  Each Party agrees to execute, acknowledge, and
deliver such further instruments and to do all such other acts, as may be
necessary or appropriate to carry out the purposes and intent of this Agreement,
including providing such assistance as may be reasonably required by ALSHER in
connection with due diligence required by its investors or financing
sources.

       

      


      


      IN WITNESS WHEREOF, duly
authorized representatives of the Parties have duly executed and delivered this
License Agreement on the dates set forth below to be effective as of the
Effective Date.

       

      
        	
                ALTAIRNANO,
      INC.

              	
                ALSHER
      TITANIA, LLC

              
	
                 

                 

                By
      /s/ Terry M. Copeland         

              	
                 

                 

                By
      /s/ Tom Seitz         

              
	
                Name:
      Terry M. Copeland

                 

                Title:
      President and CEO

                 

                Date:
      April 23, 2010

              	
                Name: Tom
      Seitz

                 

                Title: Managing
      Member

                 

                Date:
      April 30, 2010

              


      

      


       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


       

      EXHIBIT
A

      DEFINITIONS

       

      As used
in this Agreement, the following capitalized terms shall have the following
meanings:

       

      1.1 “Affiliate” shall mean a
corporation, partnership, trust or other entity that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with a Party to this Agreement.  For such purposes,
“control” or “controlled by” and “under common control with” shall mean the
possession of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting stock or
partnership interest, by contract or otherwise.  In the case of a
corporation, the direct or indirect ownership of more than fifty percent (50%)
of its outstanding voting shares shall in any event be deemed to confer control,
it being understood that the direct or indirect ownership of a lesser percentage
shall not necessarily preclude the existence of control.

       

      1.2 “ALSHER Fields” means
collectively the ALSHER TiO2 Pigment
Field and the ALSHER Titanium Materials Field.

       

      1.3 “ALSHER TiO2 Pigment Field” shall mean all
uses and applications of the Licensed Intellectual Property in the processing,
production, manufacture of, use and sale of white titanium dioxide
pigment.

       

      1.4 “ALSHER Titanium Materials
Field” shall mean all uses and applications of the Licensed Intellectual
Property in the processing, production, manufacture of, manufacture on its
behalf, and sale of any titanium-containing material outside of the ALSHER
TiO2
Pigment Field, other than any battery or nano electrode materials (including,
without limitation, lithium titanates).

       

      1.5 “AHPP” or “Altairnano Hydrochloric Pigment
Process” means the proprietary process that extracts titanium values from
ore to produce pigment grade and other high quality TiO2 and other
titanium containing materials.  Various portions of the AHPP are
disclosed in the Licensed Patents.  The AHPP does not include any
product or process disclosed in any Altairnano patent or patent application not
referenced on Exhibit B or any proprietary process related thereto.

       

      1.6 “Agreement” means this License
Agreement, together with all exhibits annexed hereto, as the same may be
modified (in accordance with the terms hereof) and in effect from time to
time.

       

      1.7 “Confidential Information”
shall mean all Know-How and other non-public and proprietary materials,
products, processes or information, including, without limitation, information
relating to Licensed Patents, research, development, product plans, experiments,
results, manufacturing processes, manufacturing and operating costs, products,
services, customers, markets, software, hardware, marketing, financial,
regulatory, personnel and other business information and plans, that is, was or
are disclosed or supplied by a Party (the “Disclosing Party”) to the other Party
(the “Receiving Party”)
in connection with this Agreement, and any and all Licensed Improvements or
Technology Improvements, whether in oral, written, graphic or electronic form
and whether in existence as of the Effective Date or developed or acquired in
the future.  Confidential Information that is disclosed in a writing
or other tangible medium must be designated in writing, or marked, as
confidential or proprietary, and Confidential Information that is disclosed
orally, visually, or in other intangible medium, must be confirmed in writing as
confidential or proprietary within thirty (30) days after the first disclosure
to the Receiving Party.  Notwithstanding the foregoing, Confidential
Information shall not include any part of the foregoing that:

       

      1.7.1           was
already known to the Receiving Party as evidenced by the Receiving Party’s
competent, contemporaneous written records, other than any portion of such
information that was under an obligation of confidentiality at the time of its
disclosure;

       

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      1.7.2           was
generally available to the public or was otherwise part of the public domain at
the time of disclosure of such information to the Receiving Party;

       

      1.7.3           became
generally available to the public or otherwise becomes part of the public domain
after disclosure of such information to the Receiving Party, other than by
breach of this Agreement by the Receiving Party or by anyone to whom the
Receiving Party disclosed such information;

       

      1.7.4           was
subsequently lawfully disclosed to the Receiving Party by a Third Party other
than in breach of a confidentiality obligation of such Third Party to the
Disclosing Party; or

       

      1.7.5           was
independently developed or discovered by employees of the Receiving Party who
had no access to the Confidential Information of the Disclosing Party and did
not make use of the Confidential Information of the Disclosing Party, as
demonstrated by competent, contemporaneous written records.

       

      1.8 “Controlled” shall mean the
legal authority or right of a Party to grant a license or sublicense of
intellectual property rights to the other Party, without breaching the terms of
any agreement with a Third Party, infringing upon the intellectual property
rights of a Third Party, or misappropriating the proprietary or trade secret
information of a Third Party.

       

      1.9 “Event of Bankruptcy” shall
mean:  (a) filing in any court or agency pursuant to any statute or
regulation of any state or country, a petition in bankruptcy or insolvency or
for reorganization or for an arrangement or for the appointment of a receiver or
trustee of the Bankrupt Party or of its assets; (b) proposing a written
agreement of composition or extension of a Bankrupt Party’s debts, (c) being
served with an involuntary petition against the Bankrupt Party, filed in any
insolvency proceeding, and such petition shall not be dismissed within sixty
(60) days after the filing thereof; (d) proposing or being a party to any
dissolution or liquidation when insolvent; or (e) making an assignment for the
benefit of creditors.

       

      1.10       
“Know-How” shall mean
inventions, ideas, discoveries, data, instructions, designs, concepts, drawings,
prototypes, reports, information, processes, methods, techniques, materials,
principles, computer software, technology, protocols, procedures, results,
formulae,  trade secrets or other know-how, whether or not patentable
expressly excluding, however, any of the forgoing as concerns the areas of
battery or nano electrode materials and technology (including, without
limitation, lithium titanates) and life science materials.

       

      1.11       
"Knowledge" shall, in relation
to a Party, mean the actual knowledge of a Party’s executive level employees,
and, in the case of Altairnano, scientific and technical employees who have been
actively involved in the development of the Licensed Intellectual
Property.

       

      1.12       
“Licensed Improvements” shall mean all
Know-How discovered, conceived, reduced to practice or otherwise developed or
acquired by a party or its Affiliates or any employees or agents of such party
or its Affiliates that constitute(s) adaptations, advances, alterations,
updates, modifications, enhancements, variations or improvements to any of the
technology disclosed in any of the Licensed Intellectual Property that is
dependent upon the underlying Licensed Intellectual Property.

       

      1.13       
“Licensed Intellectual
Property” shall mean collectively Licensed Patents and Licensed
Technology as limited by the terms of the Section 2 License Grant and shall also
expressly exclude practice of the Licensed Patents and Licensed Technology in
the areas of battery or nano electrode materials (including, without limitation,
lithium titanates) and life science materials.

       

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      1.14        “Licensed Patents” shall mean
all (a) patents and patent applications listed on Exhibit B, (b) any
patents issuing from any of the foregoing patent applications, (c) foreign
counterparts of any of the foregoing, and (d) any patents or patent applications
that claim or derive any right of priority from any of the patents and patent
applications listed on Exhibit B (including
any reissues, re-examinations, confirmations, extensions, renewals,
substitutions, continuations, divisions, patent term extensions, and
continuation-in-part applications (only to the extent, however, that the
continuation-in-part applications do not include new matter)), but only to the
extent that all of the claims of such patents and patent applications derive
such right of priority or are directed to substantially the same subject matter
as the claims of the patents  and patent applications listed on Exhibit
B.

       

      1.15       
“Licensed Technology” shall
mean all Know-How, and other proprietary information, Controlled by a Party that
is, including without limitation information listed in Exhibit B (1) in
existence as of the Effective Date, and is related to (a) any and all processes
for the conversion of ore into titanium containing materials and/or non-titanium
containing materials, expressly excluding, however, any battery or nano
electrode materials and technology (including, without limitation, lithium
titanates) and life science materials and (b) AHPP and any methods of using the
AHPP to produce titanium dioxide pigment as disclosed in any of the Licensed
Patents as of the Effective Date, (2) Licensed Improvements, and (3) Technology
Improvements.  In addition, if Altairnano in its discretion provides
to ALSHER any such Know-How or other proprietary information that is useful to
practice the Licensed Patents in the ALSHER Fields (whether or not strictly
necessary for such purposes and whether or not in existence as of or after the
Effective Date), then such provided and useful Know-How and other proprietary
information shall be deemed Licensed Technology.

       

      1.16      
“Term” shall have the meaning
set forth in Section 7.1

       

      1.17      
“Territory” shall mean all the
countries in the world.

       

      1.18      
“Third Party” shall mean any
person or entity that is not Altairnano or ALSHER.

       

      1.19      
“Technology Improvements” shall mean all
Know-How discovered, conceived, reduced to practice or otherwise developed or
acquired by a party or its Affiliates or any employees or agents of a party or
its Affiliates that constitute(s) adaptations, advances, alterations, updates,
modifications, enhancements, variations or improvements to any of the technology
disclosed in any of the Licensed Intellectual Property that is not dependent
upon the underlying Licensed Intellectual Property. However, Technology
Improvements expressly excludes any battery or nano electrode materials
(including, without limitation, lithium titanates) and life science
materials.

       

      1.20       
“Valid Claim” shall mean a claim of any issued,
unexpired patent that has not been revoked or held unenforceable or invalid by a
decision of a court or governmental agency of competent jurisdiction from which
no appeal can be taken, or with respect to which an appeal is not taken within
the time allowed for appeal, and that has not been disclaimed, denied or
admitted to be invalid or unenforceable through reissue, disclaimer or
otherwise, and that has not been lost through an interference proceeding or by
abandonment.

       

      1.21       
“Non-Titanium Materials Field” shall mean all uses and applications
of the Licensed Intellectual Property outside the ALSHER Fields, including but
not limited to the processing, production, manufacture of, manufacture on its
behalf, and sale of any non-titanium-containing material.  The
Non-Titanium Materials Field shall expressly exclude, however, any battery or
nano electrode materials (including, without limitation, lithium titanates) and
life science materials.

       

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      1.22      
“Limited Know-How” shall mean instructions,
information, methods, techniques, materials, procedures, or trade secrets,
whether or not patentable, transferred through the training of AlSher personnel
by Altairnano.

       

      1.23       
“Definitive Agreement” shall mean the Definitive Agreement
entered into between the parties, having an effective date of April 30,
2010.

       

      1.24        
Additional
Definitions:

       

      
        	
                Defined
      Term

              	
                Section in which
      Defined

              
	
                Breaching
      Party

              	
                7.2

              
	
                Code

              	
                7.3

              
	
                Effective
      Date

              	
                Preamble

              
	
                Altairnano

              	
                Preamble

              
	
                ALSHER

              	
                Preamble

              
	
                Non-Breaching
      Party

              	
                7.2

              
	
                Party,
      Parties

              	
                Preamble

              
	
                Third
      Party Infringement Action

              	
                3.7

              


      

       

       

      
 

      
        
           


        

        
          18

          
            

          

        

        
           


        

      

      EXHIBIT
B

      LIST
OF LICENSED PATENTS

      


      
        	
                Lead
      Attorney

              	
                Docket
      Number

              	
                Client
      Ref No

              	
                Case
      Type

              	
                Status

              	
                Application
      Number

              	
                Application
      Date

              	
                Patent
      Number

              	
                Issue
      Date

              	
                Title

              	
                Published
      application number

              	
                Application
      publishing date

              	
                Expiration
      date

              
	
                PN

              	
                10225-11

              	
                A1;
      MAT-024

              	
                Regular

              	
                Issued

              	
                09/500,207

              	
                2/7/2000

              	
                6,375,923

              	
                4/23/2002

              	
                PROCESSING
      TITANIFEROUS ORE TO TITANIUM DIOXIDE PIGMENT

              	 
      	 
      	
                2/7/2020

              
	
                PN

              	
                10225-9

              	
                A2;
      MAT-022

              	
                Regular

              	
                Issued

              	
                09/503,365

              	
                2/14/2000

              	
                6,440,383

              	
                8/27/2002

              	
                PROCESSING
      AQUEOUS TITANIUM CHLORIDE SOLUTIONS TO ULTRAFINE TITANIUM
      DIOXIDE

              	 
      	 
      	
                2/7/2020

              
	
                PN

              	
                10225-10

              	
                A3;
      MAT-023

              	
                Regular

              	
                Issued

              	
                09/503,636

              	
                2/14/2000

              	
                6,548,039

              	
                4/15/2003

              	
                PROCESSING
      AQUEOUS TITANIUM SOLUTIONS TO TITANIUM DIOXIDE PIGMENT

              	 
      	 
      	
                2/7/2020

              
	
                PN

              	
                10225-57

              	
                A28;

                MAT-020

              	
                Regular

              	
                Pending
      BOAI

              	
                10/712,768

              	
                11/13/2003

              	 
      	 
      	
                PROCESS
      TO MAKE RUTILE PIGMENT FROM AQUEOUS TITANIUM SOLUTIONS

              	
                US
      2005/0232851

              	 
      	 
      
	
                PN

              	
                10225-65

              	
                A14:
      MAT-007

              	 
      	
                Issued

              	
                10/732,864

              	
                12/10/2003

              	
                7,482,304

              	
                1/27/2009

              	
                METHOD
      FOR PRODUCING STRUCTURES

              	
                US2005/0129923

              	 
      	
                12/10/2023

              
	
                PN

              	
                10225-56

              	
                A19;
      MAT-019

              	 
      	
                Issued

              	
                10/806,698

              	
                03/23/2004

              	
                7,407,690

              	
                8/5/2008

              	
                PROCESS
      FOR SURFACE MODIFICATIONS OF TiO2
      PARTICLES AND OTHER CERAMIC MATERIALS

              	
                US2005/0214466

              	 
      	
                3/23/2024

                 

              


      

      


       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      

      


       

      Foreign
Patents

       

      


       

      

       

      


       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

      


       

      

       

      


       

      


       

      


       

      


       

      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      


       

      


       

      

       

      


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      

      


      EXHIBIT
C

      CONFIRMATORY
PATENT LICENSE

      


      Date:

      


      Parties:

      


      (1)           “The
Licensor”: ________________ having its registered office

      at ________________.

      


      (2)           “The
Licensee”:________________ having its registered office

      at ________________

      


      


      Recitals:

      


      By an
Agreement (“the Main Agreement”) dated ____________________ and made between the
Licensor and the Licensee, the Licensor agreed for the consideration therein
contained inter alia to grant to the Licensee a license under the Licensed
Patents (as that term is defined in the Main Agreement) being this
License.

      


      Operative
provisions:

      


      
        	
                1.  

              	
                IN
      pursuance of the Main Agreement and for the consideration referred to in
      the Main Agreement the Licensor hereby grants to the Licensee the
      exclusive license from the __ day of ____________200_ to use the Licensed
      Intellectual Property (as defined in the Main Agreement) subject to the
      provisions of the Main Agreement.

              


      

      


      
        	
                2.  

              	
                SUBJECT
      as provided in the Main Agreement this License shall determine without
      notice in the event of the determination for any reason of the Main
      Agreement.

              


      

      


      WITNESS
of which this Agreement has been executed as a deed and delivered the day and
year first above written.

      


      


      EXECUTED
as a Deed
by                                                                                     acting
by:

      [name of
director] and:

      [name of
director/secretary]

      


      


      


      EXECUTED
as a Deed
by                                                                                     acting
by:

      [name of
director] and:

      [name of
director/secretary]

       

       

      
 

      
        
           


        

        
          23