Letter Agreement dated February 26, 2002 with the University of Washington



  
 Exhibit 10.8

  
 [GRAPHIC] 
  
 UNIVERSITY OF WASHINGTON 
  

			
	 VICE PROVOST, OFFICE OF INTELLECTUAL PROPERTY
AND TECHNOLOGY TRANSFER
	 	February 26, 2002

  
 Mr. Tom Mino 
 President 
 Lumera Corporation 
 19910 North Creek Parkway 
 P. O. Box 3008 
 Bothell, WA 98011 
  
 Dear Tom: 
  
 First, let me extend
our appreciation for your understanding and cooperation in reengineering the sponsored research agreement between the University of Washington and Lumera Corporation. As you know, research in new materials takes a substantial amount of time.
Investigating new electro-optic materials and devices is an exciting activity, and is opening new doors into the future. Unfortunately, this research has taken longer than planned. As a result, our renegotiation of the sponsored research agreement
to elongate the agenda through 2005, as opposed to our current plan for funding through 2003, will benefit both the University of Washington and Lumera Corporation. Under this plan, the expected investment of $9 million by Lumera will remain the
same, but be extended for two additional years, with payments expected to be made per the schedule on Exhibit 4 (attached) Lumera proposed on December 5, 2001. 
  

We look forward to our continued relationship with Lumera and the restructured sponsored research agreement. 
  

	
	Sincerely,
	
	/s/ Steven G. Olswang
	

	 Steven G. Olswang
 Vice Provost
 Acting Vice Provost for Intellectual Property and Technology Transfer



  
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 Enclosure 
  
 Gerberding Hall, Room 232 Box 351242 Seattle, Washington 98195-1242 206-543-0905 FAX: 206-543-0586 
  









 EXHIBIT 4 
  

PAYMENTS AND PAYMENT SCHEDULE 
  

	A.	Payments 

  
 1. Total Project Payments: $9,000,000.001 (or $6,000,000.002) 
  
 2. Number of Project Payments: Fifteen(15)1 (or eleven(11)2)

  
 4. Project Payments shall be due and payable according to the
following Schedule: 
  

	 	a.	Payment #1 ($750,000.00): upon execution of Research Plan (February 26, 2001) 

  

	 	b.	Payments #2 and #3 ($750,000.00) on the first day of the next quarter immediately following the Start Date (April 1, 2001: July 1, 2001). 

  

	 	c.	Payments #4 thru #15 (or #112) will commence
April 1, 2002 with quarterly payments #4 thru #6 of $375,000.00 (July 1, 2002; October 1, 2002) 

  

	 	d.	Beginning January 1, 2003 quarterly payments #7 thru #12 at $750,000.00; payments #13 thru #15 at $375,000.00 (or #7 & #8 at $750,000.00; #9 thru #11 at $375,000.00)


  
 the event any payment hereunder is not made in
a timely manner, the due dates for all remaining payments under the foregoing payment schedule shall be accelerated by one (1) quarter and Section 3.2 shall be adjusted to reflect such acceleration. As used in this subparagraph c., “timely
manner” shall mean within five (5) business days from written notice by the University of failure to make such payment. 


	1	If Company renews this Agreement 

  

	2	If, for Good Cause, Company does not renew this Agreement as provided in Section 11.2 herein 

  

	3	Subject to possible renegotiation pursuant to Section 3.2 herein and/or possible adjustment as described in Sections 3.3 and 11.1 herein 

  










	B.	Payment Method 

  
 By check payable to University of Washington delivered or mailed as follows: 
  
 Director, Grant and Contract Accounting 
 The University of Washington 
 3917 University Way N.E., Room 150 
 Box 351122 
 Seattle, Washington 98195-1122

 U.S.A. 
  
 - OR - 
  
 By wire transfer (with written notice thereof to the Director, Grant and Contract Accounting at above address) as follows: 
  
 Bank of America 
 Metropolitan Branch

 1309 – Fourth Avenue 
 Seattle, Washington 98101 
 U.S.A. 
  
 Bank Routing No.: 1250-00024 
 University of
Washington Account No.: 6204500 
 University of Washington Grant No.: