ex102.htm


    Micro/Nano
Fluidics Fundamentals Focus Center (“UCI/MF3”)

    


    


    CONSORTIUM
AGREEMENT

    


    This
agreement is made effective on the 1st day
of June 2010 (“Effective Date”) among the Academic Partners and Sponsors of the
Micro/Nano Fluidics Fundamentals Focus MF3 Center
(“Consortium”), and supersedes and replaces the Consortium Agreement entered
into on the 30th day
of September 2006.

    


    The
University of California at Irvine (UCI) is the lead Academic Partner of the
Micro/Nano Fluidics Fundamentals Focus MF3 Center
(“Consortium”) together with the following academic members of the Consortium:
University of California - Berkeley, University of Florida, Harvard University,
Johns Hopkins University, University of Minnesota, Purdue University, Stanford
University, Texas Engineering Experiment Station (TEES), University of Maryland,
University of Cincinnati, and University of Wisconsin - Madison.  The
Consortium is
funded by the membership dues of its industrial and other non-Academic members,
as well as matching funds from the Defense Advanced Research Projects Agency
(“DARPA”) and is part of a group of MEMS/NEMS Science & Technology
Fundamentals Centers (“MEMS/NEMS S&T”).  The Consortium may also
receive support from other governmental sources in addition to the Center
membership dues from Sponsors and the DARPA matching funds to sustain its
operations and advance the research activities.  In addition, Sponsors
may provide additional support to the Consortium in order to secure certain
benefits available only through the work of the Consortium. For these mutual
benefits and considerations each to the other, the parties to this agreement
consent to the following terms and conditions.

    


    Article
1 - Definitions

    


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

    


    
      	
              1.1

            	
              “Academic
      Partner” is a non-profit educational and  research organization
      that contributes resources to the mission and work of the Consortium, and
      which has signed the Consortium
Agreement.

            


    

    


    
      	
              1.2

            	
              “Consortium”
      is the Micro/Nano Fluidics Fundamentals Focus MF3 Center,
      a multidisciplinary and multi-institutional group of investigators,
      including Sponsors, whose objective is to act as a catalyst and jointly
      collaborate to conduct scientific investigation, development and
      implementation in the following field of research: “Microfluidic systems
      for applications in technology, medicine, biology, defense, and
      education.”

            


    

    
      	
               
      

            	 


    

    
      	
              1.3

            	
              “Consortium
      Inventions” means any inventions, as defined in U.S. Patent law, solely
      conceived and reduced to practice in the performance of Consortium-funded
      Core Projects by one or more persons who are employed by one or more
      Academic Partners.

            


    

    


    
      	
              1.4

            	
              "Core
      Projects" is research funded wholly or in part by DARPA and/or by
      unrestricted cash payments in the form of Membership Dues from Sponsors
      for research and/or development projects carried out by the
      Consortium.  Core Projects include “Seed Development Projects”
      which are individual or team investigator projects whose “Scope of
      Research” is submitted for approval by the Executive
      Committee.  Core Projects may also include funding from other
      sources at the election of the Executive Committee.  Such
      additional funding sources can be used only if the Core Project in which
      the additional funding will be utilized is not subject to any ownership
      interest (or option right to acquire an ownership interest) by any entity
      other than the United States (“U.S.”) Federal Government under 35 U.S.C.
      §§200-212 (Bayh-Dole).

            


    

    


    
      	
              1.5

            	
              “Core
      Project Investigator” is an investigator at an Academic Partner who has
      been awarded research funding from Consortium for a Core
      Project(s).

            


    

    


    
      	
              1.6

            	
              The
      "Executive Committee" sets the Consortium objectives and policy, reviews
      Scopes of Study, and allocates Consortium funds for Core Projects. The
      Executive Committee (“EC”) is composed of the director and associate
      directors. The Executive Committee has a broad range of responsibilities,
      including: promoting collaborations and new research projects within the
      Consortium, providing oversight for existing research projects,
      reviewing/recruiting applications of potential new members, and evaluating
      proposed research projects in Scopes of Study. The Industrial Advisory
      Board is advisory to the Executive Committee providing input and
      guidance.

            


    

    


    
      	
              1.7

            	
              The
      “Field” is defined as science and technology of micro/nanofluidics. The
      specific goal is to facilitate and accelerate state-of-the-art
      collaborative research in fundamental areas of micro/nano fluidics that
      are crucial for commercial success and have potential for biomedical and
      defense applications.

            


    

    


    
      	
              1.8

            	
              "The
      Industrial Advisory Board" will consist of representatives of the
      Corporate Members. The Industrial Advisory Board (“IAB”) will provide
      advice to the Executive Committee on (a) the research and educational
      activities of the Consortium, (b) the apportionment of resources to these
      activities, and (c) Consortium operating
  procedures.

            


    

    
      	
               
      

            	 


    

    
      	
              1.9

            	
              “In-Kind
      Contributions” are contributions of technology that is of use to the
      Consortium, such as capital equipment, software licenses, and/or
      foundry/fabrication services by Technology
  Members.

            


    

    


    
      	
              1.10

            	
              “Member”
      is either a Sponsor or an Academic
Partner.

            


    

    


    
      	
              1.11

            	
              “Membership
      Dues” are contributions of cash by a Corporate Member or a Small Company
      Member.

            


    

    


    
      	
              1.12

            	
              “MEMS/NEMS
      S&T” means the group of MEMS/NEMS Science & Technology
      Fundamentals Centers, a network of interdisciplinary, interinstitutional
      research teams or teams established by various university centers with the
      support of industrial memberships and DARPA matching funds, part of a
      network of centers that DARPA is establishing under the RA 09-42, where
      DARPA is interested in identifying challenging fundamental MEMS/NEMS
      Science and Technology (S&T) problem areas where new agency funding
      might be able to make a real difference in further advancing micro/nano
      technology and facilitating its great potential to enhance future U.S.
      defense capabilities.

            


    

    


    
      	
              1.13

            	
              “Microfluidics
      Research” is research within the Field funded solely or in part by
      Sponsors and DARPA in connection with the
  Consortium.

            


    

    


    
      	
              1.14

            	
              “Participation
      Period” means the period of time during which any Academic Partner or
      Sponsor is part of the Consortium. For purposes of exercising the option
      to license Consortium Inventions under Section 7, Participation Period
      shall be deemed to start after a Partner has signed this Agreement and end
      90 days after a Partner has withdrawn from the Consortium or has been
      terminated from the Consortium.

            


    

    


    
      	
              1.15

            	
              “Scopes
      of Research”  are proposals submitted to the Executive Committee
      that describe the research to be performed by Academic Partner(s),
      including the identities and/or descriptions of the personnel working on
      the Scope of Research, the identity of any Research Sponsor that will be
      involved in the Scope of Research, and the financial support requested
      from the Consortium for the performance of the
  research.

            


    

    


    
      	
              1.16

            	
              “Sponsor”
      is an organization that contributes resources to the mission and work of
      the Consortium, and which has signed the Consortium
      Agreement.  Depending on the type of contribution, Sponsor may
      be a “Corporate Member”,  “Small Company Member”, “Technology
      Member”, “Government Laboratory”, or a “Non-Profit
      Organization”.

            


    

    


    
      	
               1.17

            	
              “Sponsored
      Research” is a research project carried out by Academic Partner(s) and is
      funded solely by a Sponsor or group of Sponsors as part of the Consortium
      research.

            


    

    


    Article
2 - Operation of Consortium

    


    
      	
              2.1.

            	
              The
      Executive Committee shall approve all Consortium
    activities.

            


    

    


    
      	
              2.2

            	
              Applications
      for funding from the Consortium for Core Projects will be made through
      Scopes of Research submitted to the Executive Committee. The Executive
      Committee, DARPA and Industrial Advisory Board will review the Scopes of
      Research for Core Projects.  The IAB and DARPA will make
      recommendations on the Scopes of Research they have reviewed to the EC,
      and all final decisions regarding the allocation of research funds for
      Scopes of Research will be made by the
EC.

            


    

    


    
      	
              2.3

            	
              Any
      Academic Partner(s) seeking research funding from Consortium for Core
      Projects shall prepare and submit a “Scope of Research” to the
      EC.

            


    

    


    
      	
               
      

            	
              2.3.1

            	
              Contents.  Each
      Scope of Research will be in writing and contain the following in such
      detail as the EC, upon the recommendation of the IAB, may
      specify:

            


    

    
      	
               
      

            	
              (i)

            	
              A
      general statement as to the anticipated contribution of the subject
      research to the Consortium.

            


    

    
      	
               
      

            	
              (ii)

            	
              Tasks
      to be performed by the Partner(s) during each 12 month period following
      submission.

            


    

    
      	
               
      

            	
              (iii)

            	
              A
      time line against which the progress and/or completion of the tasks
      referred to in clause (ii) above may be measured, as well as a list of
      task “deliverables”, if any, and expected dates of progress and/or
      completion.

            


    

    
      	
               
      

            	
              (iv)

            	
              A
      budget for the costs of the tasks referred to in clause (ii) above for the
      12 month period.

            


    

    
      	
               
      

            	
              (v)

            	
              The
      source of funding requested for the Scope of Research. Core Projects can
      be funded by unrestricted cash payments in the form of Membership Dues
      from Corporate Members and/or Small Company Members, and by DARPA from
      MEMS/NEMS S&T or other funds or other governmental agencies. Sponsored
      Research will be funded solely or in part by
  Sponsor(s).

            


    

    
      	
               
      

            	
              (vi)

            	
              Such
      other information as may be requested by the EC or
  IAB.

            


    

    


    
      	
               
      

            	
              2.3.2

            	
              Budget
      Modifications. In the event that a Partner(s) determines that it is
      necessary to make a material change in its then approved Scope of
      Research, it will promptly notify in writing the EC.  Any such
      notice will detail the changes/amendments and explain the reasons
      therefor. Following review, the EC will approve, reject, or modify the
      Scope of Research.

            


    

    


    
      	
               
      

            	
              Article
      3 – Membership Dues and Benefits

            


    

    


    
      	
              3.1  

            	
              Corporate Members as a
      condition of membership in the Consortium will contribute Membership Dues
      in the sum of $50,000 in cash annually .  Membership Dues shall
      be in the form of an unrestricted cash payment, and Corporate Members will
      make the payment in a single annual payment or in agreed-upon
      installments. The Executive Committee may change the level of support from
      time to time with at least ninety (90) days notice to Corporate
      Members.

            


    

    


    
      	
               
      

            	
              Checks
      should be made payable to UC Regents indicating the purpose of the payment
      (“Remittance to MF3 Center”), and remitted
to:

            


    

    


    MF3 CONSORTIUM

    Integrated Nanosystems Research
Facility

    The Henry Samueli School of
Engineering

    University of California

    2220 Engineering Gateway

    Irvine, CA 92697-2660

    


    
      	
               
      

            	
              Corporate
      Members will receive the following benefits in consideration for their
      support.  These benefits will extend to subsidiaries of
      Corporate Members who are at least 50% owned by the Corporate
      Member.

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              Information:

            


    

    
      	
               
      

            	
              (i)

            	
              Attendance
      at semi-annual research review meetings/retreats to review recent, not yet
      published, research results.  Attendance at these meetings is
      limited to four (4) employees of each Corporate
  Member.

            


    

    
      	
              (ii)  

            	
              Attendance
      at  DARPA-organized semi-annual meetings of all the MEMS/NEMS
      S&T Centers.  Number of employees per Corporate Member that
      can attend these meetings shall be determined by
  DARPA.

            


    

    
      	
              (iii)  

            	
              Each
      Corporate Member will have electronic access to copies of all Consortium
      publications, including theses and papers appearing in peer reviewed
      literature, as they are submitted.

            


    

    
      	
              (iv)  

            	
              First-hand
      interaction with access to the Consortium student / researcher pool, a
      potential source of technical collaborators as well as interns and future
      employees.

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              Research
      and Intellectual Property:

            


    

    
      	
               
      

            	
              (i)

            	
              Corporate
      Members will have the opportunity to participate in the discussion and
      provide advice about proposed research topics of the Consortium through
      representation on the Industrial Advisory Board
      (IAB).  Representation on the IAB is limited to one employee of
      each Corporate Member.

            


    

    
      	
               
      

            	
              (ii)

            	
              For
      all Corporate Members, the right to use, by Corporate Member for its
      internal research and evaluation, all reports, data, and information made
      available by the Consortium, so long as  Confidential
      Information is protected according to Article
5.

            


    

    
      	
               
      

            	
              (iii)

            	
              For
      all Corporate Members, early access to intellectual property developed by
      the Consortium as a result of the Core Projects and MEMS/NEMS
      S&T  Research on terms as provided in Section
    7.

            


    

    
      	
               
      

            	
              (iv)

            	
              For
      Corporate Member, the opportunity to support Sponsored Research projects
      with the Academic Partner(s) after mutual agreement as discussed in
      Section 8.

            


    

    


    
      	
              3.2  

            	
              Small Company Members
      (defined as companies with no more than fifty (50) employees) as a
      condition of membership in the Consortium will contribute Membership Dues
      in the sum of $10,000 in cash annually.  Membership Dues shall
      be in the form of an unrestricted cash payment, and Small Company Members
      will make the payment in a single annual payment or in agreed-upon
      installments. The Executive Committee may change the level of support from
      time to time with at least ninety (90) days notice to Small Company
      Members.

            


    

    


    
      	
               
      

            	
              Checks
      should be made payable to UC Regents indicating the purpose of the payment
      (“Remittance to MF3 Center”), and remitted
to:

            


    

    


    MF3 CONSORTIUM

    Integrated Nanosystems Research
Facility

    The Henry Samueli School of
Engineering

    University of California

    2220 Engineering Gateway

    Irvine, CA 92697-2660

    


    Small
Company Members must also pledge to support at least $40,000 in Sponsored
Research by Academic Partner faculty members. Small Company Members will receive
the following benefits in consideration for their support.  These
benefits will extend to subsidiaries of Small Company Members who are at least
50% owned by the Small Company Members.

    


    
      	
              3.2.1  

            	
              Information:

            


    

    
      	
              (i)  

            	
              Attendance
      at semi-annual research review meetings/retreats to review recent, not yet
      published, research results.  Attendance at these meetings is
      limited to two (2) employees of each Small Company
  Member.

            


    

    
      	
              (ii)  

            	
              Attendance
      at DARPA-organized semi-annual meetings of all the MEMS/NEMS S&T
      Centers.  Number of employees per Small Company Member that can
      attend these meetings shall be determined by DARPA.

            


    

    
      	
              (iii)  

            	
              Each
      Small Company Member will have electronic access to copies of all
      Consortium publications, including theses and papers appearing in peer
      reviewed literature, as they are
submitted.

            


    

    
      	
              (iv)  

            	
              First-hand
      interaction with access to the Consortium student / researcher pool, a
      potential source of technical collaborators as well as interns and future
      employees.

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              Research
      and Intellectual Property:

            


    

    
      	
               
      

            	
              (i)

            	
              For
      all Small Company Members, the right to use, by Small Company Member for
      its internal research and evaluation, all reports, data, and information
      made available by the Consortium, so long as  Confidential
      Information is protected according to Article
5.

            


    

    
      	
               
      

            	
              (ii)

            	
              For
      all Small Company Members, potential access to intellectual property
      developed by the Consortium as a result of the Core Projects and MEMS/NEMS
      S&T  Research on terms as provided in Section
    7.

            


    

    
      	
               
      

            	
              (iii)

            	
              For
      Small Company Members, the opportunity to support Sponsored Research
      projects with the Academic Partner(s) after mutual agreement as discussed
      in Section 8.

            


    

    


    
      	
              3.3

            	
              Technology Members as a
      condition of membership in the Consortium will make In-Kind Contributions
      equivalent to $50,000 as determined by the EC for use by the Consortium.
      The Executive Committee may change the level of In-Kind Contributions from
      time to time with at least ninety (90) days notice to Technology
      Members.

            


    

    


    Technology
Members will receive the following benefits in consideration for their
support.  These benefits will extend to subsidiaries of Technology
Members who are at least 50% owned by the Technology Members.

    


    
      	
               
      

            	
              3.3.1

            	
              Information:

            


    

    
      	
               
      

            	
              (i)

            	
              Attendance
      at semi-annual research review meetings/retreats to review recent, not yet
      published, research results.  Attendance at these meetings is
      limited to two (2) employees of each Technology
  Member.

            


    

    
      	
               
      

            	
              (ii)

            	
              Each
      Technology Member will have electronic access to copies of all Consortium
      publications, including theses and papers appearing in peer reviewed
      literature, as they are submitted.

            


    

    
      	
              (iii)  

            	
              First-hand
      interaction with access to the Consortium student / researcher pool, a
      potential source of technical collaborators as well as interns and future
      employees.

            


    

    


    
      	
              3.3.2  

            	
              Research
      and Intellectual Property:

            


    

    
      	
               
      

            	
              (i)

            	
              For
      all Technology Members, potential access to intellectual property
      developed by the Consortium as a result of the Core Projects and MEMS/NEMS
      S&T Research on terms as provided in Section
  7.

            


    

    


    
      	
              3.4

            	
              Government Laboratories
      as a condition of membership in the Consortium must support a Sponsored
      Research project or student in a dollar amount determined by the EC, and
      be approved by the IAB and MF3 Executive Committee. The Executive
      Committee may change the level of support from time to time with at least
      ninety (90) days notice to Government
  Laboratories.

            


    

    


    Government
Laboratories will receive the following benefits in consideration for their
support.

    


    3.4.1           Information:

    
      	
              (i)  

            	
              Attendance
      at semi-annual research review meetings/retreats to review recent, not yet
      published, research results.  Attendance at these meetings is
      limited to two (2) employees of each Government
  Laboratory.

            


    

    
      	
              (ii)  

            	
              Attendance
      at DARPA-organized semi-annual meetings of all the MEMS/NEMS S&T
      Centers.  Number of employees per Government Laboratory that can
      attend these meetings shall be determined by
  DARPA.

            


    

    
      	
               
      

            	
              (iii)

            	
              Each
      Government Laboratory will have electronic access to copies of all
      Consortium publications, including theses and papers appearing in peer
      reviewed literature, as they are
submitted.

            


    

    
      	
              (iv)  

            	
              First-hand
      interaction with access to the Consortium student / researcher pool, a
      potential source of technical collaborators as well as interns and future
      employees.

            


    

    


    3.5.3             Research
and Intellectual Property:

    
      	
               
      

            	
              (i)

            	
              Government
      Laboratories will have no access to intellectual property developed by the
      Consortium as a result of the Core Projects and MEMS/NEMS S&T
      Research.

            


    

    


    
      	
              3.5

            	
              Non-profit Organizations
      as a condition of membership in the Consortium must be approved by the IAB
      and MF3 Executive Committee.

            


    

    


    Non-profit
Organizations will receive the following benefits in consideration for their
support.

    


    
      	 	
              Information:

            


    

    
      	
              (i)  

            	
              Attendance
      at semi-annual research review meetings/retreats to review recent, not yet
      published, research results.  Attendance at these meetings is
      limited to two (2) employees of each Non-profit
    Organizations.

            


    

    
      	
              (ii)  

            	
              Attendance
      at DARPA-organized semi-annual meetings of all the MEMS/NEMS S&T
      Centers.  Number of employees per Non-profit Organization that
      can attend these meetings shall be determined by
  DARPA.

            


    

    
      	
              (iii)  

            	
              Each
      Non-profit Organization will have electronic access to copies of all
      Consortium publications, including theses and papers appearing in peer
      reviewed literature, as they are
submitted.

            


    

    
      	
              (iv)  

            	
              First-hand
      interaction with access to the Consortium student / researcher pool, a
      potential source of technical collaborators as well as interns and future
      employees.

            


    

    


    3.5.2             Research
and Intellectual Property:

    
      	
               
      

            	
              (i)

            	
              Non-profit
      Organizations will have no access to intellectual property developed by
      the Consortium as a result of the Core Projects and MEMS/NEMS S&T
      Research.

            


    

    


    
      	
               
      

            	
              Article
      4 – New Membership and Termination

            


    

    


    
      	
              4.1

            	
              New Membership.
      From time to time, the EC shall consider the addition of new Academic
      Partners or Sponsors to the Consortium.  In order to be
      considered for membership, the new Member
must:

            


    

    
      	
               
      

            	
              4.1.1

            	
              Subscribe
      to the objectives of the Consortium as set forth in this
      Agreement;

            


    

    
      	
               
      

            	
              4.1.2

            	
              Be
      willing and able to utilize and comply with the existing Consortium
      processes for approving and conducting Consortium  research
      projects.

            


    

    New
membership shall be subject to execution of this Agreement by the new Partner,
and approval as set forth in 4.2 below.

    


    
      	
              4.2

            	
              Approval of
      Membership.

            


    

    
      	
               
      

            	
              4.2.1

            	
              Corporate
      Member’s, Small Company Member’s membership shall be subject to approval
      by the EC.

            


    

    
      	
               
      

            	
              4.2.2

            	
              Technology
      Members’s, Government Laboratory’s and Non-profit Organizations membership
      shall be subject to approval by the EC and
IAB.

            


    

    


    
      	
              4.3

            	
              TERM
      OF MEMBERSHIP.

            


    

    


    
      	
               
      

            	
              4.3.1

            	
              Corporate
      Member’s, Small Company Member’s term of membership shall be for one (1)
      year from the Effective Date of this Agreement. Corporate Members and
      Small Company Members membership will be automatically extended for an
      additional year, on an annual basis, for a period of no more than six (6)
      years from the end of the period specified above unless a Member notifies
      University in writing, at least sixty (60) days in advance of the
      anniversary date, that Member wishes to discontinue its
      membership.

            


    

    


    A
Corporate Member or Small Company Member may withdraw its partnership by giving
the Consortium a written notice of withdrawal no less than ninety (90) days
prior to the effective date of withdrawal.  In the event of such
withdrawal by a Corporate Member or Small Company Member, the Corporate Member
or Small Company Member shall not be required to make any further payment of
Membership Dues beyond the effective date of withdrawal; however, no refunds of
Membership Dues already received by the Consortium shall be provided to
Corporate Member or Small Company Member. The Consortium may terminate the
membership of a Corporate Member or Small Company Member for failure to pay,
when due, any Membership Dues or other default of this agreement unless the
Corporate Member or Small Company Member shall have made the required payment or
corrected the default within thirty (30) days from the date of the notice of
termination provided by the Consortium.

    


    
      	
               
      

            	
              4.3.2

            	
              A
      Technology Member, Government Laboratory or Non-profit Organization’s term
      of membership shall be for one (1) year from the Effective Date of this
      Agreement, subject to annual renewal upon approval by the EC and
      IAB.

            


    

    


    A
Technology Member may withdraw its membership by giving the Consortium a written
notice of withdrawal no less than ninety (90) days prior to the effective date
of withdrawal.  In the event of such withdrawal by a Technology
Member, the Consortium may continue to utilize the In-Kind Contribution until
the effective date of the withdrawal.

    


    
      	
               
      

            	
              Article
      5  - Publications and Research
Data

            


    

    


    
      	
              5.1

            	
              For
      purposes of this Agreement, (a) the term “Research Data” shall mean
      information created in the performance of
      Consortium-funded  research
projects.

            


    

    


    
      	
              5.2

            	
              Each
      Academic Partner will own Research Data or any other data that is
      developed on its premises by its employees or agents.  Research
      Data shall be made available to all Academic Partners and Sponsors, by
      presenting summary research results to report at the semi-annual
      Consortium meetings, or otherwise as deemed appropriate by EC and
      IAB.

            


    

    
      	
               
      

            	 


    

    
      	
              5.3

            	
              If
      an Academic Partner presents Research Data to the Consortium and wishes
      the other Members to treat the Research Data as confidential
      (“Confidential Information”), the Research Data or other data must be
      labeled or identified in writing as "Confidential" or “Proprietary” at the
      time of its presentation to other Consortium partners.  The
      Consortium Members will treat such data as Confidential Information for a
      period of five (5) years after disclosure, unless mutually
      agreed.  The “Confidential” designation shall not apply to
      information that: (i) is or shall have been known to the Consortium Member
      before his receipt thereof; (ii) is disclosed to the Consortium Member by
      a third party; (iii) is or shall have become known to the public through
      no fault of the Consortium Member; (iv) was independently developed by the
      receiving party without benefit of Confidential Information, as
      demonstrated by written records, or (v) is disclosed as required by
      law.

            


    

    


    
      	
              5.4

            	
              Each
      Corporate Member and/or Small Company Member and/or Technology Member
      recognizes the results of research projects must be publishable and agrees
      that researchers engaged in Core Projects shall be permitted to present at
      symposia and international, national or regional professional meetings,
      and to publish in journals, theses, or dissertations, or otherwise of
      their own choosing, the methods and results of research projects, provided
      however, that Corporate Member and/or Small Company Member and/or
      Technology Member that are identified in the Scope of Research as being
      involved in a research project shall receive copies of any proposed
      publication or presentation regarding that  research project in
      advance of the submission to a journal, editor, or other third
      party.  If the publication is not distributed and/or presented
      in an environment requiring confidentiality, Corporate Member and/or Small
      Company Member and/or Technology Member will have at least 45 days advance
      notice of publication plans to evaluate any intended publication for the
      purpose of seeking IP protection. Corporate Member and/or Small Company
      Member and/or Technology Member shall have 30 days after receipt of said
      copies to notify the author(s), in writing, that the proposed publication
      or presentation contains patentable subject matter which needs
      protection.  In such case, the proposed publication or
      presentation shall be deferred a maximum of one (1) month from date of the
      objection to allow for appropriate patent protection.  Should
      Corporate Member and/or Small Company Member and/or Technology Member(s)
      desire to see patent(s) filed to cover invention(s) disclosed in a
      publication, Corporate Member and/or Small Company Member and/or
      Technology Member and Academic Partner shall discuss financial
      arrangements, which may include Corporate Member and/or Small Company
      Member and/or Technology Member reimbursing Academic Partner for legal
      expenses and the patent(s) shall be confidential in accordance with
      Section 5.3.

            


    

    


    
      	
              5.5  

            	
              Academic
      Partners are required to present their research results in semi- annual
      meetings hosted by DARPA, as long as any Consortium Inventions have been
      disclosed to the Center Members and the Corporate Member and/or Small
      Company Member and/or Technology Member have had a chance to exercise
      their option on these Consortium Inventions. In cases where this was not
      the case, the presentation would be delayed to the following semi-annual
      meeting.

            


    

    


    
      	
              5.6

            	
              The
      Sponsor(s) shall not provide to the Academic Partner(s) any confidential
      information within the Consortium funded Core
      Projects.  Sponsored Research will have separate individual
      agreements governing such information and
  research.

            


    

    


    Article
6 - Publicity

    


    
      	
              6.1

            	
              The
      Sponsors and Academic Partners will not use each other’s names, nor identify any
      members of their respective project staffs, in any publicity, advertising
      or news release without prior written approval of an authorized
      representative of the Sponsor or the Academic
  Partner.

            


    

    


    
      	
               
      

            	
              Article
      7 - Intellectual Property Arising from Core
  Projects

            


    

    


    
      	
              7.1

            	
              In
      the absence of licenses or other legal agreements, no Sponsor or Academic
      Partner shall have any claim or right to protected or proprietary
      intellectual property not developed or created by the Consortium during
      and pursuant to Core Projects.

            


    

    


    
      	
              7.2  

            	
              Ownership
      of Consortium Inventions will be determined consistent with US Patent Law
      and the institutional policies of Inventor’s
      institutions.  Management of the proprietary rights to a
      particular Consortium Invention will be by the invention’s
      owner(s).  In the case of inventions made by two or more
      different Academic Partner employees, such inventions will be jointly
      owned and the Academic Partners agree to establish in good faith an
      Interinstitutional Agreement under which one of the Academic Partners will
      manage the invention on behalf of the joint
  owners.

            


    

    


    
      	
              7.3

            	
              To
      the extent it is legally able to do so, the owning Academic Partner(s) of
      any Consortium Invention shall first grant each Corporate Member an option
      to negotiate a royalty bearing non-exclusive license for the commercial
      use of the Consortium Invention if such Consortium Invention was made
      during the Participation Period for the Industry
      Sponsor.  Corporate Members shall be granted a non-exclusive
      royalty-free license to use such Consortium Inventions for internal
      research and educational purposes. A Corporate Member shall notify the
      Executive Committee in writing that it desires to exercise its right to
      license a particular Consortium Invention. This notice also shall be
      addressed and mailed by certified mail, return receipt requested, to the
      Academic Partner providing the invention disclosure within ninety (90)
      days of such disclosure. If, 90 (ninety) days after disclosure of the
      Consortium Invention,
      only one Corporate Member seeks a license, that Corporate Member
      may elect to obtain either a non-exclusive or an exclusive license to
      extent that the owner is legally able to grant such license and subject to
      its ability to maintain the tax-free bond status of any facility in which
      Core Projects activity is
conducted.

            


    

    


    
      	
              7.4

            	
              In
      the event no Corporate Member exercises its option to a Consortium
      Invention or the Corporate Member(s) that exercise the option choose to
      negotiate a non-exclusive license, the owning Academic Partner(s) of any
      Consortium Invention shall grant each Small Company Member and Technology
      Member an option to negotiate a royalty bearing non-exclusive license for
      the commercial use of the Consortium Invention if such Consortium
      Invention was made during the Participation Period for the Small Company
      Member or Technology Member. A Small Company Member or Technology Member
      shall notify the Executive Committee in writing that it desires to
      exercise its right to license a particular Consortium Invention. This
      notice also shall be addressed and mailed by certified mail, return
      receipt requested, to the Academic Partner providing the invention
      disclosure within ninety (90) days of such
  disclosure.

            


    

    


    
      	
              7.5

            	
              Sponsors
      that elect to exercise their respective rights to negotiate a license for
      Consortium Inventions agree to designate all countries where patent
      protection is desired and pay for a pro rata share of the
      costs of such patent application(s) and necessary defense costs, provided
      that any Sponsor may elect not to share in patent litigation costs,
      thereby terminating its license.  The license will be negotiated
      in good faith using industry standards in the field within six (6) months
      from Sponsor's written notification to the Academic Partner(s) of its
      desire to enter into a license agreement.  If a license
      agreement cannot be negotiated within the six (6) month period then the
      right to such a license shall terminate, unless extended by mutual
      consent. The license agreement will include development obligations and
      also possibly defined fields of use consistent with the ability of the
      Sponsor to commercialize the Consortium
      Inventions.    Any Sponsor who obtains a license has
      the right to sublicense to its subsidiaries maintaining all terms and
      conditions contained in this Consortium
  Agreement.

            


    

    


    
      	
              7.6

            	
              All
      sponsors from all the DARPA MEMS/NEMS S&T Centers are invited to
      attend the semi-annual DARPA MEMS/NEMS S&T Centers research review
      meetings.  All sponsors of all the DARPA MEMS/NEMS S&T
      Centers will have a six (6) month  right to negotiate a license
      to inventions made by academic partners at DARPA MEMS/NEMS S&T
      Centers  with which they are not affiliated if any licensing
      rights are available.  Sponsors shall have 6 months from the
      date of the semi-annual meeting to exercise this right. The right to
      negotiate a license would only be offered for Consortium Inventions if (1)
      no Corporate Member, Small Company Member or Technology Member chose to
      take an option 90 days from notification of disclosure, or (2) those
      Sponsors that did exercise the option, chose not to negotiate a license
      within the six (6) month negotiation period, or (3) the Sponsor(s) that
      exercised their option and/or license consent to offer the secondary
      right.

            


    

    


    Six
months after the annual research review meeting Academic Partners may negotiate
licenses with any company outside the DARPA MEMS/NEMS S&T Fundamentals
Program, if no options were taken or if no options taken were exercised and
exclusive license(s) concluded by any Consortium Industry Sponsor.

    


    
      	
              7.7

            	
              In
      the absence of licenses or other legal agreements, no Government
      Laboratory or Non-profit Organization shall have any claim or right to
      Consortium Inventions.

            


    

    


    
      	
              7.8

            	
              If
      development of a Consortium Invention was sponsored by DARPA or another
      federal agency, any license thereof is subject to overriding obligations
      to the United States (“U.S.”) Federal Government under 35 U.S.C. §§200-212
      (Bayh-Dole) and applicable regulations (including a non-exclusive,
      non-transferable, irrevocable, paid up license to practice or have
      practiced the Consortium Invention for or on behalf of the U.S. Government
      throughout the world).

            


    

    


    
      	
              7.9

            	
              Academic
      Partners agree to promptly disclose the creation of all Consortium
      Inventions to UCI.  The employees of Academic Partners
      shall promptly file an invention disclosure with the relevant office of
      his or her Academic Partner institution, and that office will promptly
      disclose such Consortium Invention to UCI at the following
      address:

            


    

    


    MF3 CONSORTIUM

    Attn: Dr. Gisela Lin

    Integrated Nanosystems Research
Facility

    The Henry Samueli School of
Engineering

    University of California

    2220 Engineering Gateway

    Irvine, CA 92697-2660

    


    Such
disclosure to UCI will be treated as confidential pursuant to section 5.3
governing confidential information.

    


    
      	
               
      

            	
              Article
      8 - Sponsored Research

            


    

    


    
      	
              8.1

            	
              It
      is the intent of Consortium that Sponsors can contract individually with
      Academic Partner(s) for Sponsored Research of particular interest to the
      Sponsor.  If the proposed Sponsored Research involves a Core
      Project Investigator and is in the Field, the scope and nature of the
      Sponsored Research will be disclosed to the Executive Committee, and the
      EC shall determine whether the Sponsored Research will be considered part
      of the Consortium research.  Subject to availability of DARPA
      matching funds, such Sponsored Research may receive an additional funding
      match from the DARPA funding to the Center. Such funding shall not change
      the designation of the research, which shall remain Sponsored
      Research.

            


    

    


    
      	
              8.2  

            	
              For
      Sponsored Research, the Academic Partner(s) and Sponsor(s) will be bound
      by confidentiality clauses in the Sponsored Research Agreement which will
      also govern the disclosure and disposition of inventions made in the
      performance of the Sponsored
Research.

            


    

    


    
      	
              8.3

            	
              This
      Consortium Agreement does not govern Sponsored Research, outside of the
      disclosure requirements of Section 8.1. Any Sponsored Research will be
      governed by a separate Sponsored Research
  Agreement..

            


    

     
 

    


    
      	
               
      

            	
              Article
      9 - Miscellaneous

            


    

    


    
      	
              9.1

            	
              The
      Agreement shall not be assigned or delegated, in whole or in part, by any
      Partner, nor shall any assignment or delegation be valid, without the
      prior written consent of the EC.

            


    

    


    
      	
              9.2

            	
              No
      modifications or amendments to this Agreement shall be valid unless
      contained in writing and signed by all parties to this
      Agreement.

            


    

    


    
      	
              9.3

            	
              This
      instrument contains the entire agreement between the parties and is not
      subject to any prior or other terms, conditions, statements, or
      representation except those expressly set forth or incorporated by
      reference herein or which may be contained in a separate confidential
      non-disclosure agreement between the
parties.

            


    

    


    
      	
              9.4

            	
              This
      agreement shall be binding upon the parties hereto and their successors
      and assigns.

            


    

    


    


    
      	
              For
      Sponsor

            	
              For
      UCI/MF3 - Lead Academic Partner / DARPA
  Contractor

            


    

     
 

    
      	 Signature on
      File	
              /s/ Kevin
      Kennan

            


    

    
      	
              Signature

            	
              Date

            	
              Signature

            	
              Date

            


    

    


    
      	 	
               

            	
                               
      Kevin Keenan

            


    

    Name
(please
print)                                                                             
Name (please print)

    
      	
               

            	
               

            	
               

              Associate Director, Intellectual Property
  Admin

            


    

    
      	
              Title

            	
              Title

            


    

    


    
      	 	
               

            	
              University of
      California, Irvine

            


    

    Company                                                                                             
University

    


    


    For
Academic Partner

    


    
      	
               
      

            	 


    

    
      	
               
      

            	 Signature on File


    

    
      	
              Signature

            	
              Date

            


    

    


    
      	
               

            	 


    

    
      	
               
      Name

            	
            


    

    


    
      	
               
      

            	
               

            


    

    Title

    


    
      	
               
      

            	 


    

    University


    
      
        
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