[EXHIBIT 10.57 - Certain portions of
this document have been omitted in the publicly filed version of this document
pursuant to the Registrant's request for confidential treatment and filed
separately with the Securities and Exchange Commission. Omitted confidential
information is indicated in brackets in this Exhibit.] 


SPD-SMART WINDOW LICENSE
AGREEMENT
BETWEEN 
RESEARCH
FRONTIERS INCORPORATED
AND 
ADVNANOTECH LLC 

     This License
Agreement (“Agreement”) effective as of the Effective Date by and between
RESEARCH FRONTIERS INCORPORATED, a Delaware corporation (“LICENSOR”) and
ADVNANOTECH LLC, a corporation organized under the laws of Russia (“LICENSEE”).


RECITALS 

    
WHEREAS, LICENSOR has been engaged in research and development in the
application of physicochemical concepts to Light Valves and Licensed Products
(both as hereinafter defined) and of methods and apparatus relating to products
incorporating such concepts; and is possessed of and can convey information and
know-how for such products and rights to manufacture, use and sell such
products; and 

    
WHEREAS, LICENSEE is interested in manufacturing and selling Licensed
Products; and 

    
WHEREAS, LICENSEE desires to acquire from LICENSOR, and LICENSOR desires
to grant to LICENSEE, certain rights and licenses with respect to such
technology of LICENSOR; 

    
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows.


1 DEFINITIONS. 

    
The following terms when used herein shall have the respective meanings
set forth in this Article 1. 

The “Effective Date” of this Agreement
shall be the date which is the last date of formal execution of this Agreement
by duly authorized representatives of the parties to this Agreement as indicated
on the signature page of this Agreement. 

“Licensed Product” means a Light Valve
Architectural Window Product or a Light Valve Transportation Vehicle Window
Product incorporating a Light Valve. The term “Licensed Product” shall not
include Light Valves used or intended for use in any product other than as
specifically defined herein, such as but not limited to, other window products
not specifically defined herein, such as, but not limited to, window or other
products not specifically included in the definition of Light Valve
Architectural Window Products, window products for other vehicles not specifically included in the definition of Light Valve
Transportation Vehicle Window Product, and non-window products such as but not
limited to displays, eyewear, sunvisors, toys, mirrors or filters for scientific
instruments, lamps or contrast enhancement of displays. The term “display” means
any device for displaying letters, numbers, images or other indicia or patterns.
Nothing contained herein shall permit LICENSEE to sell, lease, or otherwise
dispose of a Light Valve which is not incorporated or intended to be
incorporated as described above into a Light Valve Architectural Window Product
or a Light Valve Transportation Vehicle Window Product. 







“Licensed Territory ” means the country
of Russia. 

“Light Valve” means a variable light
transmission device comprising: a cell including cell walls, containing or
adapted to contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material affects the
characteristics of light absorbed by, transmitted through and/or reflected from
the cell; means incorporated in or on the cell, or separate therefrom for
applying an electric or magnetic field to the activatable material within the
cell; and coatings (including, but not limited to, electrodes), spacers, seals,
electrical and/or electronic components, and other elements incorporated in or
on or combined with the cell. The activatable material, which the cell contains
or is adapted to contain, includes in it solid suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce a change
in the optical characteristics of the device, and may be in the form of a liquid
suspension, gel, film or other material. 

“Light Valve Architectural Window Product” means a Light Valve used or intended for use solely as a window
integrally incorporated in, or attached as a fixture to the external structure
or internal structure of any building, whether permanent or temporary, and
whether above or below ground. 

“Light Valve Transportation Vehicle Window Product” means a Light Valve used or intended for use as a window
(including sunroofs, vehicle roofs, roof panels, windshields, and side and rear
window panes which are an integral part of the internal or external structure of
such vehicle) whether the window is supplied as original equipment or a
replacement window pane, integrally incorporated in a transportation vehicle of
a type not primarily designed or primarily intended for military use. The term
“Light Valve Transportation Vehicle Window Product” shall not include a Light
Valve used or intended for use as a sunvisor, but may include Light Valves which
are used or intended for use in a non-military transportation vehicle as, or as
part of, or are laminated to, or the surface area of which is primarily attached
to, a window, sunroof or windshield. The term “transportation vehicle” shall
mean passenger cars, recreational vehicles, trucks, buses, mobile cranes,
trains, boats, agricultural, construction and mining equipment, but shall not
include other types of vehicles such as aircraft, space craft and
space-stations. 

For purposes of calculating any royalty
due under this License Agreement, the “Net
Selling Price” of a Licensed Product on which
royalties are payable shall be the larger of the following: (A) the genuine
selling price of LICENSEE and its sublicensees hereunder (including amounts
charged for any wiring, installation, and related services provided by LICENSEE
and its sublicensees hereunder) f.o.b. factory at which nonaffiliated customers
are billed in the usual course of business for a Licensed Product, as packed for
shipment to the customer; and (B) $100 per window. The aforementioned $100
figure specified in clause (B) above shall be adjusted upward as of each January 1st hereafter beginning on January 1, 2013
by any increase in the Producer Price Index for Finished Goods (the "Index") for
the 12 month period ending in December of the prior year, prepared by the Bureau
of Labor Statistics of the United States Department of Labor (or if the Index is
not then being published, the most nearly comparable successor
index). In
calculating a genuine selling price of a product for the above calculation, such
price may be reduced only by the applicable proportions of the following if, and
to the extent that, amounts in respect thereof are reflected in such selling
price: (i) normal trade discounts actually allowed; (ii) sales, use or excise
and added value taxes and custom duties paid; (iii) if the genuine selling price
is other than f.o.b. factory, amounts paid for f.o.b. transportation of the
product to the customer’s premises or place of installation or delivery; (iv)
insurance costs and the costs of packing material, boxes, cartons and crates
required for shipping; provided,
however, that for purposes of this
calculation, the genuine selling price of a product may not be less than 90% of
the gross selling price of said product after all deductions therefrom, if any.
If a product is leased, sold, used or otherwise disposed of on terms not
involving a bona fide arm’s length sale to an unaffiliated third party, then the
Net Selling Price for such transactions shall be deemed to be the Net Selling
Price as defined above for identical products sold to a nonaffiliated customer
nearest to the date of such lease, sale, use, or other disposition.


-2-







“Technical Information” means all
useful information relating to apparatus, methods, processes, practices,
formulas, techniques, procedures, patterns, ingredients, designs and the like
including (by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and maintenance
manuals, test and other technical reports, know-how of LICENSOR, and the like
owned or controlled by LICENSOR, to the extent they exist, that relate to Light
Valves, Licensed Products and/or to the suspensions or other components used or
usable for Licensed Products or Light Valves including, but not limited to,
particles, particle precursors, coatings, polymers, liquid suspensions and
suspending liquids, or any combination thereof, and that consist of concepts
invented or developed by LICENSOR. Know-how of LICENSOR’s suppliers and of
LICENSOR’s other licensees and their sublicensees under licenses from LICENSOR
shall not be considered Technical Information owned or controlled by LICENSOR.


2 GRANT OF LICENSE. 

     2.1
License.
During the term of this Agreement, LICENSOR hereby grants LICENSEE a
non-exclusive right and license to use (a) all of the Technical Information, if
any, (subject to Section 8.1 hereof), furnished by LICENSOR pursuant to this
Agreement, and (b) any invention claimed in (i) any of the unexpired patents now
or hereafter listed on Schedule A attached hereto or (ii) unexpired patents
which issue from pending patent applications now or hereafter listed in Schedule
A, and any continuations, continuations-in-part, divisions, reissues,
reexaminations, or extensions thereof to make, have made, and to lease, sell, or
otherwise dispose of Licensed Products in the Licensed Territory.
Notwithstanding anything contained herein or in Schedule A hereto to the
contrary, no rights or licenses shall be granted hereunder with respect to any
new particle (other than LICENSOR’s current polyiodide crystal) now or hereafter
under development or invented by or for LICENSOR or comprising part of the
activatable material of a Light Valve emulsion or film sold or for sale by any
other licensee of LICENSOR. 

    
2.2 No Other Rights. LICENSEE agrees that, except for the specific licenses
granted to it under Section 2.1 hereof for use in Licensed Products, LICENSEE
has not acquired any rights or licenses under this Agreement to use Light
Valves or any components thereof made by or for LICENSEE or its sublicensees
pursuant to this Agreement. 

-3-







     2.3
Sublicenses. LICENSEE shall have the right to grant non-exclusive sublicenses to any
of its wholly-owned and controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and each of which acknowledges to LICENSOR
in writing for each sublicense that it wishes to become a sublicensee hereunder
prior to doing so and agrees to be bound by the terms and conditions of this
Agreement. All sublicenses shall (i) be non-exclusive, (ii) shall terminate with
the termination of the rights and licenses granted to LICENSEE under Section 2.1
hereof, and be otherwise limited in accordance with the limitations and
restrictions which are imposed on the rights and licenses granted to LICENSEE
hereunder, (iii) contain confidentiality provisions no less protective than
those contained in Section 12.1 hereof, and (iv) shall contain such other terms,
conditions, and licenses as are necessary to enable LICENSEE to fulfill its
obligations hereunder. LICENSEE shall send LICENSOR a copy of every sublicense
agreement or other agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution thereof and shall
also notify LICENSOR prior to any change in ownership in a sublicensee. LICENSOR
may terminate any such sublicense if there is any change in the ownership or
control of a sublicensee. 

3 ROYALTY PAYMENTS, REPORTS AND RECORD-KEEPING. 

    
3.1 Royalties and Reports on Net
Sales. During the term of this Agreement,
LICENSEE agrees to pay LICENSOR an earned royalty which shall be fifteen percent
(15%) of the Net Selling Price of Licensed Products which embody, or the
manufacture of which utilizes, any of the rights granted under Section 2.1
hereof, and which are manufactured by or for LICENSEE and sold, leased, used or
otherwise disposed of by or for LICENSEE or a permitted sublicensee. Payments
under this Section 3.1 shall be made on a monthly basis and made within 10 days
after the end of the calendar month in which such Licensed Products were sold,
leased, used or otherwise disposed of by or for LICENSEE or a permitted
sublicensee hereunder. Each royalty payment shall be in U.S. dollars and shall
be accompanied by a statement by LICENSEE showing in reasonable detail the
amount of Licensed Products sold, used, leased or otherwise disposed of by or
for LICENSEE and its sublicensees during the preceding month, any deductions
taken or credits applied, and the currency exchange rate used to report sales
made in currencies other than U.S. dollars. LICENSEE shall use the exchange
rates for buying U.S. dollars in effect on the last day of each month, as
specified in The New York
Times. The first such statement shall cover
the period from the Effective Date of this Agreement to the end of the first
calendar month in which a Licensed Product is sold, used, leased or otherwise
disposed of by or for LICENSEE or its sublicensees. In addition, LICENSEE shall
provide LICENSOR with monthly reports of its activities involving the
development of Licensed Products. LICENSEE shall also furnish to LICENSOR at the
same time it becomes available to any third party, a copy of each brochure,
price list, advertisement or other marketing and promotional materials prepared,
published or distributed by LICENSEE or its sublicensees relating to Licensed
Products. LICENSOR shall have the right, but not the obligation, to approve any
use by LICENSEE of LICENSOR’s name, logo, or other information about Licensed
Products, and to require the correction of any inaccurate
information.

-4-







     3.2
Minimum Royalties - Regardless of whether LICENSEE sells any Licensed Products, during the
term of this Agreement LICENSEE agrees to pay LICENSOR an initial fee of
[Confidential Information Omitted
and filed separately with the Securities and Exchange Commission]
upon signing of this License Agreement and
the non-refundable minimum royalties (in U.S. Dollars) specified below for each
of the stated periods: 

	Period		Minimum
      Royalty



[Confidential Information Omitted
and filed separately with the Securities and Exchange Commission]


     3.3
Security, Time and Method of
Payment. The initial fee and payment for the
first minimum annual royalty payment under Section 3.2 shall be paid to LICENSOR
within 10 days of the Effective Date of this Agreement, and each subsequent
payment under Section 3.2 to LICENSOR shall be made on or before January 31 of
each license year commencing January 1, 2013. All other payments shall be due on
the date specified in this Agreement, or if no date is specified, within 30 days
of invoice. All payments that remain unpaid past their due date shall bear
interest at an annual rate equal to the lesser of 25% or the maximum interest
rate permitted by law. All payments made to LICENSOR shall be paid by wire
transfer of immediately available funds to the account of Research Frontiers
Incorporated at [Confidential Information
Omitted and filed separately with the Securities and Exchange Commission],
or to such other account or place, as
LICENSOR may specify in a notice to LICENSEE. LICENSEE's payment and other
obligations under this Agreement are hereby guaranteed by the signatory(ies) for
LICENSEE to this Agreement, as evidenced by their signature thereon. Upon
request of LICENSOR, LICENSEE and/or its principals and owners will provide
LICENOR with additional security of its payment and other obligations under this
Agreement including, but not limited to, letters or credit, personal guarantees
by licensee's principals, lockbox account arrangements, collateral with a first
priority lien thereon, and other security as may be requested by LICENSOR from
time to time.

    
3.4 Sales, Use and
Returns. Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on the earlier of
when such Licensed Products are billed out, or when delivered, shipped or mailed
to the customer. If as a result of a price reduction or a return of Licensed
Products previously sold, a credit or refund to a customer is given on part or
all of the sale price of such Licensed Products, a credit shall be allowed
against royalties accruing thereafter under this Agreement equal to the royalty
paid on that part of the sales price so credited or refunded. 

    
3.5 Recordkeeping. LICENSEE shall keep and shall cause each sublicensee to keep
for six (6) years after the date of submission of each statement supported
thereby, true and accurate records, files and books of accounts that relate to
Licensed Products, all data reasonably required for the full computation and
verification of the Net Selling Price of Licensed Products, deductions therefrom
and royalties to be paid, as well as the other information to be given in the
statements herein provided for, and shall permit LICENSOR or its duly authorized
representatives, upon reasonable notice, adequately to inspect the same at any
time during usual business hours. LICENSOR and LICENSEE agree that an
independent certified public accounting firm (selected by LICENSOR from the
largest ten certified public accounting firms in the United States of America,
or in any country in the Licensed Territory) may audit such records, files and
books of accounts to determine the accuracy of the
statements given by LICENSEE pursuant to Section 3.1 hereof. Such an audit shall
be made upon reasonable advance notice to LICENSEE and during usual business
hours no more frequently than annually. The cost of the audit shall be borne by
LICENSOR, unless the audit shall disclose a breach by LICENSEE of any term of
this Agreement, or an underpayment error in excess of two percent of the total
monies paid to LICENSOR by LICENSEE during the audited period, in which case
LICENSEE shall bear the full cost of such audit. LICENSEE agrees to pay LICENSOR
all additional monies that are disclosed by the audit to be due and owing to
LICENSOR within thirty days of the receipt of the report. 

-5-







     3.6
Customer Referrals. Although LICENSOR is under no obligation to do so, LICENSOR may from
time to time refer customers to LICENSEE. In the event that such customer
purchases, leases or rents products or services from LICENSEE other than a
Licensed Product upon which a royalty is paid by LICENSEE to LICENSOR, LICENSEE
shall include the details of such transaction in its next monthly report under
Section 3.5 hereof, and shall pay LICENSOR a sales commission equal to fifteen
percent (15%) of the amount received from such customer for which a royalty
under Section 3.1 hereof is not paid. No such payment shall be due from LICENSEE
to LICENSOR if the referred customer was already a customer of LICENSEE prior to
the date of referral by LICENSOR and LICENSEE informs LICENSOR of such fact at
the time that the referral by LICENSOR is made. 

4 OBLIGATIONS OF LICENSEE. 

    
4.1 Compliance. LICENSEE agrees that, without limitation, any manufacture,
sale, lease, use or other disposition of Licensed Products that is not in strict
accordance with the provisions of this Agreement shall be deemed a material
breach of this Agreement. 

    
4.2 End Users. LICENSEE agrees to require all direct recipients of Licensed
Products to whom Licensed Products are sold, leased, or otherwise disposed of by
LICENSEE or its sublicensees, to look only to LICENSEE and not to LICENSOR or
its affiliates for any claims, warranties, or liability relating to such
Licensed Products. LICENSEE agrees to take all steps to reasonably assure itself
that Licensed Products sold, leased or otherwise disposed of by or for LICENSEE
is being used for permitted purposes only. 

    
4.3 Laws and
Regulations. LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations affecting the
manufacture, use and sale or other disposition of Licensed Products by LICENSEE
and its sublicensees, and for obtaining all approvals necessary from
governmental agencies and other entities. LICENSEE agrees to maintain a file of
all such approvals and to send LICENSOR a copy of all such approvals (including
English translations thereof in the case of approvals required by any foreign
country) within 10 business days of any written request for such copies by
LICENSOR. LICENSEE represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is required to
effectuate the terms of this Agreement or the transactions contemplated hereby.


-6-







     4.4
Purchase of Components from
Others. By virtue of the disclosure of
Technical Information and information, if any, provided from time to time by
LICENSOR to LICENSEE and to its other licensees, and each of their
sublicensees and affiliates, any component of a Light Valve, including, without
limitation, materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a “Component”), which LICENSEE or its
sublicensees makes, has made for it, or purchases from any third party for use
in Licensed Products shall be deemed to have been manufactured at least in part
using the Technical Information provided by LICENSOR if LICENSEE or any supplier
of a Component to LICENSEE has had access to Technical Information of any kind
of LICENSOR or its licensees and their sublicensees, consultants,
subcontractors, agents or representatives. LICENSEE and its sublicensees each
hereby agrees that (i) all Components shall be used only in strict accordance
with the provisions of this Agreement, and that such Components may not be used
for any other purpose or resold by LICENSEE or its sublicensees except as
specifically permitted by the license granted in Section 2.1 hereof, and (ii)
LICENSEE and its sublicensees will only look to the manufacturer or supplier of
such Component or other item used by LICENSEE or its sublicensees and not to
LICENSOR or its affiliates for any claims, warranties, or liability relating to
such Component or other item. LICENSEE acknowledges that LICENSOR has not made
any representations or warranties regarding the availability of any Component,
or the price thereof, and that in all respects LICENSEE shall deal directly with
the suppliers of such Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such Components.


    
4.5 No Warranties by
LICENSOR. LICENSOR does not represent or
warrant the performance of any Licensed Product or of any material, Component,
or information provided hereunder, and LICENSEE expressly acknowledges and
agrees that any such material, Component or information provided by LICENSOR
hereunder is provided “AS IS” and that LICENSOR makes no warranty with respect
thereto and DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY INABILITY TO USE IT, OR
THE RESULTS OF ITS USE. In no event shall LICENSOR be liable for any damages,
whether in contract or tort (including negligence), including but not limited to
direct, consequential, special, exemplary, incidental and indirect damages,
arising out of or in connection with this Agreement or the use, the results of
use, or the inability to use any Licensed Product, material, Component or
information provided hereunder. 

    
4.6 Analysis. LICENSEE represents and agrees that it will only incorporate Components
received from authorized suppliers into Licensed Products and for no other
purpose, and that LICENSEE will not directly or indirectly attempt to
reverse-engineer any material provided to it hereunder by LICENSOR or any
supplier of any Component. 

    
4.7 Personnel. LICENSEE agrees to assign personnel from its technical staff
which shall be responsible for the development of Licensed Products during the
term of this Agreement. 

    
4.8 Promotional
Activities. LICENSEE agrees that it shall
maintain, either at its own facilities or that of any laminating subcontractor
selected by LICENSEE, adequate inventories of SPD light control film purchased
from any authorized supplier of Light Valve film to meet on a timely basis the
anticipated requirements of LICENSEE for incorporation into Licensed Products
during the term of this Agreement. In addition, LICENSEE shall promptly develop
and maintain a web site relating to its business which prominently features
LICENSOR’s SPD technology, properly designated as such,
and LICENSEE’s relationship to LICENSOR, and shall participate at industry trade
shows and conferences, join standards and professional industry associations
specified by LICENSOR, and/or engage in other marketing and promotional
activities reasonably necessary to promote LICENSOR’s SPD technology and
LICENSEE’s business relating thereto. 

-7-







5 TRADEMARKS. 

     5.1
Trademarks.
All trademarks or service marks that either party may adopt and use for Licensed
Products or other products incorporating Light Valves are and shall remain the
exclusive property of the adopting party, and the other party shall not obtain
any rights and license to such marks under this Agreement, but may inform others
that the adopting party has licensed or produced Licensed Products or products
incorporating Light Valves under such mark or marks, and may use the adopting
party’s logo in connection therewith. LICENSOR may require LICENSEE or its
permitted sublicensees to indicate on packaging that such product is licensed
from Research Frontiers Incorporated or to otherwise include language and/or
designations approved by LICENSOR indicating an affiliation with Research
Frontiers Incorporated or to use trademarks specified by LICENSOR on LICENSEE’s
Licensed Products. 

6 INSURANCE AND INDEMNIFICATION. 

    
6.1 Insurance. LICENSEE shall maintain at all times ample product liability
and other liability insurance covering its operations relating to the subject
matter of this Agreement and shall name LICENSOR as an additional insured. Upon
request, LICENSEE shall provide LICENSOR of evidence of such insurance.


    
6.2 Indemnification. LICENSEE, and its affiliates, successors and assigns and
sublicensees (each, an “Indemnifying Party”), each hereby indemnify and agree to
hold harmless LICENSOR and its shareholders, officers, directors, agents and
employees (each, an “Indemnified Party”), against any liability, damage, loss,
fine, penalty, claim, cost or expense (including reasonable costs of
investigation and settlement and attorneys’, accountants’ and other experts’
fees and expenses) arising out of any action or inaction by any Indemnifying
Party relating to this Agreement including an Indemnifying Party’s manufacture,
sale, use, lease or other disposition of Licensed Products, and related
materials, or other use of the information and rights granted hereunder. Any
knowledge of LICENSEE’s or its sublicensee’s activities by LICENSOR or its
representatives shall in no way impose any liability on LICENSOR or reduce the
responsibilities of LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement. 

7 FUTURE PATENTS. 

    
7.1 Future Patents. Each party, at its cost, shall have the right to file patent
applications in the United States and in foreign countries covering any
invention made by such party. 

    
7.2 Improvements and
Modifications. (a) Any future improvements or
modifications invented or developed by or on behalf of LICENSEE, LICENSEE’s
sublicensees and LICENSOR after the Effective Date of this Agreement, if any,
which relate in any way to or are useful in the design,
operation, manufacture and assembly of Licensed Products, and/or to the
suspensions or other components used or usable in Licensed Products shall not be
included in this Agreement. Upon written request by the non-inventing party,
LICENSOR and LICENSEE shall negotiate with each other regarding the grant of
nonexclusive rights and licenses to use such improvements and modifications, but
neither party shall be obligated to grant such rights and licenses to one
another. Notwithstanding anything contained herein to the contrary, LICENSOR
shall have the right to use, license and sublicense any improvement,
modification or invention which is jointly developed by LICENSEE or its
officers, directors, employees, affiliates, contractors, or consultants, on the
one hand, and LICENSOR or its officers, directors, employees, affiliates,
contractors or consultants, on the other hand.

-8-







     (b) During the
term of this Agreement LICENSEE agrees to inform LICENSOR in writing (without
any obligation to reveal details which would be confidential information), at
least as frequently as once a year in January of each calendar year, if any
technology or improvements or modifications thereto has been developed by or for
LICENSEE which would be useful for use in conjunction with Light Valves or
Licensed Products, and as to the general nature of any such technology or
improvements and modifications. 

    
(c) Notwithstanding the foregoing, LICENSOR may, but shall not be
required to, voluntarily and without additional cost to LICENSEE disclose
certain information relating to future improvements and modifications and
license to LICENSEE rights in such certain future improvements and
modifications, and any information so disclosed will be considered Technical
Information which LICENSEE shall be obligated to keep confidential pursuant to
Section 12.1 of this Agreement. In connection therewith, LICENSOR, may
voluntarily add patents and/or patent applications to Schedule A hereof. Any
improvements made by LICENSEE directly or indirectly arising out of any
information provided by or on behalf of LICENSOR to LICENSEE or its designees
shall be considered to be jointly developed by LICENSOR and the developing
party, and LICENSEE shall promptly inform LICENSOR whether or not it has used or
otherwise incorporated any such information or improvements. No disclosure of
any information by LICENSOR shall in any way establish a course of dealing or
otherwise require LICENSOR to make any future disclosure of information under
this Agreement. 

    
7.3 Foreign Patent
Applications. During the term of this
Agreement, LICENSEE shall have the right to designate that any patent
application now or hereafter listed on or incorporated into Schedule A shall be
filed or maintained in any foreign country included in the Licensed Territory.
If so designated and if legally possible to do so, LICENSOR agrees to promptly
file, prosecute and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost, including reasonable
attorney’s fees, to file, prosecute and maintain during the term of this
Agreement any such patent application and resulting patents specifically so
designated by LICENSEE. 

8 TECHNOLOGY TRANSFER. 

    
8.1. Materials. Upon request by LICENSEE, and to the extent LICENSOR deems
appropriate, during the term of this Agreement and when mutually convenient to
LICENSOR and LICENSEE, LICENSOR shall supply LICENSEE with small quantities of
materials related to Licensed Products for experimental use only by LICENSEE,
and shall charge LICENSEE $1,500 per man/day plus the
cost of any other materials used in making such materials, plus the cost of
shipping such materials to LICENSEE. Upon request by LICENSEE, during the term
of this Agreement and when mutually convenient to LICENSOR and LICENSEE,
LICENSOR may make its personnel available to consult with LICENSEE and its
contractors, with compensation to LICENSOR for such consultation to be mutually
agreed to by LICENSOR and LICENSEE, and if no such agreement has been reached,
at the rate specified in this first sentence of this Section 8.1. Each invoice
submitted by LICENSOR for such service shall include detailed explanations of
the charges, and, if requested by LICENSEE, copies of receipts. The parties
acknowledge that LICENSOR has no obligation to transfer to LICENSEE any
Technical Information other than as may be physically embodied in such sample
materials, and that, other than sample materials, if any, that may be supplied
by LICENSOR as aforesaid, LICENSEE will be acquiring materials from authorized
suppliers other than LICENSOR. 

-9-







     8.2
Inquiries.
LICENSEE and LICENSOR may also at any time during the term of this Agreement
make reasonable inquiry by telephone, facsimile or mail to one another in regard
to any information or data furnished pursuant to this Agreement. 

    
8.3 Visits. During all visits by either party to the facilities of the other party,
visitors shall comply with all reasonable rules of the host company, and each
party to this Agreement will indemnify and hold the other party harmless from
any liability, claim or loss whatsoever (i) for any injury to, or, death of, any
of its employees or agents while such persons are present at the facility of the
other party; and (ii) for any damages to its own property or to the property of
any such employee or agent which may occur during the presence of any such
person at the facility of the other party, regardless of how such damage occurs.


    
8.4 Sole Purpose. Any documentation or information supplied pursuant to this
Agreement by either party to the other shall be used solely for the purposes set
forth in this Agreement. 

9 INTELLECTUAL PROPERTY PROTECTION RESPONSIBILITIES. 

    
9.1 Proprietary Rights:
Notices. Each party shall provide appropriate
notices of patents, or other similar notice of the patent rights of the other
party on all products utilizing the patented inventions of the other party.
Either party may add its own patent notice to any copy or embodiment which
contains its patented inventions. 

    
9.2 LICENSOR Exclusive
Owner. LICENSEE hereby acknowledges LICENSOR
as purporting to be the sole and exclusive owner of the patents and patent
applications listed on Schedule A, and that, except for the rights granted
hereunder, LICENSEE shall not have any rights or attempt to assert any ownership
rights in and to those patents and patent applications. 

10 TERM AND TERMINATION. 

    
10.1 Term. The term of this Agreement shall extend from the Effective Date of this
Agreement to the date of termination of this Agreement. Unless sooner terminated
or extended, as herein provided for below, this Agreement shall terminate upon
the expiration of the later of (A) the last to expire of the patents now or
hereafter listed in Schedule A hereof, and (B) the expiration of the period in which LICENSEE is obligated to maintain confidential
Technical Information of LICENSOR pursuant to Section 12.1 hereof.


-10-







     10.2
Termination by LICENSEE. LICENSEE may terminate this Agreement effective as of
December 31, 2016 or as of any anniversary thereof by giving LICENSOR prior
notice thereof unless sooner terminated as hereinafter provided. Such notice
shall be made in writing and shall be given between 60 and 90 days prior to the
effective date for which such termination is to be effective. Notwithstanding
anything else contained in this Agreement to the contrary, no notice of
termination by LICENSEE shall be effective on the date given unless such notice
shall also be accompanied by a payment of all amounts due and owing by LICENSEE
to LICENSOR under this Agreement or otherwise at the time such notice is given,
and all additional unpaid amounts due as of the effective date of termination
shall be paid as of the effective date of such termination. No acceptance of
payment by LICENSOR shall be deemed to be an acknowledgment by LICENSOR that the
provisions of this Section 10.2 have been complied with, or prejudice any rights
that LICENSOR may otherwise have under this Agreement. If LICENSEE decides to
terminate this Agreement for any reason, LICENSEE shall provide LICENSOR, along
with the aforementioned notice of termination, with a written report describing
the reasons for such termination. 

    
10.3 Termination by
LICENSOR. LICENSOR may terminate this
Agreement at any time effective as of December 31, 2016 or as of any anniversary
thereof upon at least 30 days’ notice to LICENSEE for any reason, provided,
however, that LICENSOR shall give LICENSEE at least one years’ notice of any
early termination under this Section 10.3 if LICENSEE is producing and selling
Licensed Products hereunder , and provided further that if LICENSOR gives
LICENSEE a notice of termination pursuant to the first sentence of this Section
10.3 and the effective termination date of such notice would be prior to the
expiration of a binding contractual obligation of LICENSEE to supply Licensed
Products to a customer which contract is in effect at the time LICENSOR’s
termination notice is given, then the LICENSEE may, by providing LICENSOR within
10 business days with a copy of the relevant portion of such contract, extend
the effective date of LICENSOR’s termination to the date on which the later of
any aforesaid contractual obligations of LICENSEE to any such customer expires,
but in no event shall the foregoing extension imply any extension of time beyond
the time period specified in Section 10.1 above. Notwithstanding the foregoing,
LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice
to LICENSEE if LICENSEE shall have failed to make any payment when due or at any
time breach any material term of this Agreement and such payment is not made or
such breach is not cured within any applicable cure period specified in Article
11 of this Agreement, or LICENSEE repeatedly has provided inaccurate reports
hereunder, or if there has been a cessation by LICENSEE of general operations or
of work related to Licensed Products. 

-11-







    
10.4 Effect of
Termination. If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other remedies which
one party may have against the other: (1) all of LICENSEE’s rights and licenses
under this Agreement shall cease, and LICENSEE shall immediately return to
LICENSOR all Technical Information furnished to LICENSEE under this Agreement or
destroy the same (except for any which is incorporated into samples which have
been supplied to a customer of LICENSEE as permitted hereunder), together with
all reproductions, copies and summaries thereof; provided, however, that LICENSEE may
retain solely for archival purposes one copy of all such documents in its legal
department files, (2) at LICENSOR’s option, LICENSEE shall, within 30 days of
the date of such termination or expiration, either (A) sell and deliver
to LICENSOR at LICENSEE’s direct cost of manufacture any Licensed Products which
shall then be in the possession of LICENSEE, and, if requested by LICENSOR,
LICENSEE shall finish and deliver to LICENSOR any Licensed Products in the
process of manufacture as soon as possible and, in any case, not later than 60
days after receiving LICENSOR’s request, and/or (B) with respect to any unsold
inventory and work in the process of manufacture, to complete such work in
process and sell any remaining inventory during the period not to exceed six
months from the date of termination or expiration of this Agreement provided
that at the completion of such six-month period, LICENSEE shall promptly destroy
and dispose of any Licensed Products (and Licensed Products in the process of
manufacture) not sold under this Section 10.4 and (3) if this Agreement is
terminated for any reason or expires, upon such termination or expiration,
LICENSEE hereby grants to LICENSOR a nonexclusive, royalty-free, irrevocable,
worldwide license with the right to grant sublicenses to others to utilize all
technical information, improvements and/or modifications (whether or not the
subject of patents or pending patent applications) developed or invented by or
on behalf of LICENSEE and/or its sublicensees, subcontractors, or agents
hereunder through the date of such termination or expiration of this Agreement
relating to Light Valves, or Licensed Products, and upon such termination or
expiration, LICENSEE shall provide LICENSOR in reasonable detail complete
information regarding such technical information, improvements and/or
modifications. The foregoing license shall be self-effectuating, but LICENSEE
agrees upon written notice by LICENSOR at any time hereafter to deliver to
LICENSOR within 30 days of such notice any document or other instrument
reasonably requested by LICENSOR to convey such license rights to LICENSOR such
as, by way of example, confirmations or instruments of conveyance or assignment.
No termination of this Agreement by expiration or otherwise shall release
LICENSEE or LICENSOR from any of its continuing obligations hereunder, if any,
or limit, in any way any other remedy one party may have against the other
party. Notwithstanding the foregoing, LICENSEE’s obligations to LICENSOR under
Sections 3.1, 3.5, 3.6, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2, 7.2, 8.3, 8.4, 10.4,
12.1, and Articles 13 and 14 shall survive any termination or expiration of this
Agreement.

11 EVENTS OF DEFAULT AND REMEDIES. 

     11.1
Events of Default. Each of the following events shall constitute an “Event of Default”
under this Agreement: 

    
11.1.1 (a) A party’s failure to make any payment due in a timely manner
or a party’s material breach or material failure to punctually perform any of
its duties and obligations under this Agreement, which material breach or
failure, if curable, remains uncured for thirty (30) days after written notice
of such breach or failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or warranty contained
in this Agreement and the misrepresented facts or circumstances, if curable,
remain uncured thirty (30) days after written notice of such misrepresentation
is received by the breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty (30) days after
such misrepresentation or breach at the option of the non-breaching party; or


    
11.1.2 The failure by a party upon request to provide the other party
with adequate assurances of its performance of all obligations under this
Agreement upon: (a) such first party’s filing of a voluntary petition in
bankruptcy; (b) the filing of any involuntary petition to have such first party declared bankrupt which has not been dismissed
within ninety (90) days of its filing; (c) the appointment of a receiver or
trustee for such first party which has not been rescinded within ninety (90)
days of the date of such appointment; or (d) such first party otherwise becoming
insolvent or otherwise making an assignment for the benefit of creditors.


-12-







     11.2
Default by a Party. If there occurs an Event of Default with respect to a party, the other
party may: 

	     	(a)	     	seek damages; and/or
		 
		(b)		seek an injunction or an order
      for mandatory or specific performance; and/or
		 
		(c)		terminate this Agreement and the
      licenses granted to LICENSEE hereunder whereupon the non-defaulting party
      shall have no further obligations under this Agreement except those which
      expressly survive termination, and except with respect to royalty payments
      due and owing to LICENSOR as of the termination date or any subsequent
      period specified in Section 10.4.


12 CONFIDENTIALITY. 

     12.1
Confidential Information. (a) LICENSEE agrees for itself, its sublicensees, and their
employees and agents that for twenty (20) years from the later of the Effective
Date of this Agreement or the latest date of its receipt of information
disclosed to LICENSEE by LICENSOR pursuant to this Agreement, such information
shall be held in confidence; provided,
however, there shall be no obligation to
treat as confidential information which is or becomes available to the public
other than through a breach of this obligation, or which was already possessed
by LICENSEE in writing (or otherwise provable to be in the possession of
LICENSEE) prior to the Effective Date of this Agreement (and was not received
from LICENSOR) or which is shown by LICENSEE to have been received by it from a
third party who had the legal right to so disclose it without restrictions and
without breach of any agreement with LICENSOR or its licensees. LICENSOR shall
affix an appropriate legend on all written documentation given to LICENSEE which
contains confidential information, but the failure to so affix such legend shall
not affect the confidential nature of such information. LICENSEE acknowledges
that the list of patent applications contained on Schedule A is confidential
information of LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE at the time such
information is being conveyed (or in a subsequent letter referring to the
conversation) that the information conveyed is confidential. It is understood
and agreed that, unless otherwise provided in a separate agreement between
LICENSEE and LICENSOR, LICENSEE has no obligation hereunder to provide LICENSOR
with any confidential or proprietary information, and that LICENSOR shall have
no obligation hereunder to LICENSEE to maintain in confidence or refrain from
commercial or other use of any information which LICENSOR is or becomes aware of
under this Agreement. The terms and provisions of this Agreement or any other
agreement between the parties shall not be considered confidential except that
LICENSEE may not disclose the minimum annual royalty payments specified in
Article 3 hereof without LICENSOR’s prior written consent, and the parties
hereto acknowledge that, pursuant to the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder, LICENSOR may file copies of
this Agreement with the Securities and Exchange Commission and with NASDAQ and with any other stock exchange on which
LICENSOR’s securities may be listed. LICENSEE agrees that for the period of time
during which LICENSEE is obligated to keep information confidential hereunder,
LICENSEE will not make, use, sell, lease or otherwise dispose of products using
or directly or indirectly derived from Licensed Products, Light Valves, or
Components, or which otherwise comprise suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce a change
in the optical characteristics of the suspension (“SPD Technology”) unless an
agreement between LICENSOR and LICENSEE permitting it to do so is in full force
and effect and the royalties, if any, provided in such agreement are being paid
to LICENSOR on such products. The foregoing restriction shall not apply to
products (i) which do not directly or indirectly incorporate SPD Technology,
such as, but not limited to, liquid crystal devices, or electrochromic devices,
or (ii) which incorporate technology involving suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce a change
in the optical characteristics of the suspension but which is independently
developed and which is not in any way directly or indirectly derived from any
Technical Information of LICENSOR or its licensees, sublicensees, or any of
their affiliates. LICENSEE shall have the burden of proving by clear and
convincing evidence that the availability of any exception of confidentiality
exists or that the foregoing restrictions do not apply to a particular product.
Nothing contained in this section, however, shall be construed as granting
LICENSEE any rights or licenses with respect to any Technical Information or
patents of LICENSOR or its other licensees or their sublicensees.


-13-







     (b) LICENSEE
will have the right to provide materials to, and to disclose information to, a
subcontractor relating to this Agreement; provided, however, that LICENSEE shall
only disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided that prior to
disclosing any information to said subcontractor, said subcontractor has signed
a secrecy agreement with LICENSEE at least as protective of LICENSOR’s Technical
Information as the provisions of this Agreement, including, without limitation,
said subcontractor’s specific agreement to be bound by the provisions of Section
12.1 hereof to the same extent as LICENSEE. For such purposes, LICENSEE may
develop a standard form of secrecy agreement for LICENSOR’s approval, after
which LICENSEE may use such secrecy agreement with all subcontractors without
LICENSOR’s prior approval of the secrecy agreement being necessary. LICENSEE
shall have all subcontractors sign said secrecy agreement prior to the
disclosure of Technical Information to said subcontractor, and LICENSEE shall
send LICENSOR a copy of every such secrecy agreement within thirty (30) days
after the execution thereof. 

13 WARRANTIES AND REPRESENTATIONS. 

    
13.1 Reciprocal
Representations. Each party represents and
warrants to the other that: 

    
13.1.1 Valid Agreement. The execution and delivery of this Agreement by the officer
or representative so doing, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
by LICENSOR and LICENSEE and this Agreement is a valid and binding obligation
enforceable against the parties in accordance with its terms, except to the
extent limited by bankruptcy, insolvency, moratorium and other laws of general
application relating to general equitable principles;

-14-







     13.1.2
No Conflicts. Nothing herein conflicts with its rights and obligations pursuant to
any agreement by a party and any other entity; and 

    
13.1.3 Publicity. The parties shall have the right to use non-confidential
information, including but not limited to information concerning this Agreement,
a description of the other party, and its logos for marketing, sales, technical
assistance, investor relations, disclosure and public relations purposes, and
that information permitted to be disclosed by a party under this Section 13.1.3
may appear on such party’s (or its subsidiaries’ or sublicensees’) Internet web
site, along with links to the Internet web sites, and specific pages therefrom,
of the other party and its subsidiaries and sublicensees. 

    
13.2 LICENSOR
Representations. LICENSOR represents and
warrants, for the benefit of LICENSEE, that: 

    
13.2.1 Title. As of the date hereof, LICENSOR represents and warrants that it has the
right to convey the rights and licenses granted by this Agreement, and otherwise
to perform its obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or other inventive work
to disclose to it any invention or information within the scope of this
Agreement and to assign to it rights in such inventions and information in order
that LICENSEE shall receive, by virtue of this Agreement, the licenses granted
to it under Section 2.1 hereof. 

    
13.2.2 Infringement. As of the date hereof, LICENSOR is not aware of any claim
for patent infringement or the misappropriation of trade secrets, being asserted
against it by any third party; or of any infringement of the patents listed on
Schedule A hereto by any entity. 

    
13.2.3 Patents in Force. To the best of LICENSOR’s knowledge, all of the patents
listed on Schedule A hereto are currently in force. 

    
13.3 No Warranty. LICENSOR and LICENSEE make no guaranty or warranty to one
another under this Agreement (a) that LICENSEE will be able to develop,
manufacture, sell or otherwise commercialize Licensed Products, or (b) as to the
validity of any patent. 

14 MISCELLANEOUS. 

    
14.1 Applicable Law. This Agreement shall be interpreted, construed, governed and
enforced in accordance with and governed by the laws of the State of New York,
and LICENSOR and LICENSEE hereby submit to the exclusive jurisdiction of the
state or federal courts located in the County of Nassau and State of New York
for such purposes. 

    
14.2 Confidentiality In Court
Proceeding. In order to protect and preserve
the confidential information of a party which the parties recognize may be
exchanged pursuant to the provisions of this Agreement, the disclosing party may
request, and the receiving party shall not oppose, the court in any action
relating to this Agreement to enter a protective order to protect information
which is confidential information under Section 12.1 and to seal the record in
the action or to hold the proceedings, or portion of the proceedings, in camera;
provided, that the requested terms do not prejudice the
receiving party’s interests. Nothing, however, shall preclude either party from
thereafter moving to unseal its own records or to have matter and information
designated as confidential under any relevant protective order designated
otherwise in accordance with the circumstances as they shall appear at that
time. 

-15-







     14.3
Severability. If any provision of this Agreement is declared or found to be illegal,
unenforceable or void, the parties shall negotiate in good faith to agree upon a
substitute provision that is legal and enforceable and is as nearly as possible
consistent with the intentions underlying the original provision. If the
remainder of this Agreement is not materially affected by such declaration or
finding and is capable of substantial performance, then the remainder shall be
enforced to the extent permitted by law. 

    
14.4 Waiver. Unless agreed to by the parties in writing to the contrary, the failure
of either party to insist in any one or more instances upon the strict
performance of any one or more of the provisions of this Agreement, or to
exercise any right contained in this Agreement or provided by law, shall not
constitute or be construed as a waiver or relinquishment of the performance of
such provision or right or the right subsequently to demand such strict
performance or exercise of such right, and the rights and obligations of the
parties shall continue unchanged and remain in full force and effect.


    
14.5 Captions. The captions and headings in this Agreement are inserted for
convenience and reference only and in no way define or limit the scope or
content of this Agreement and shall not affect the interpretation of its
provisions. 

    
14.6 Assignment. This Agreement shall be binding on and shall inure to the
benefit of the parties and their successors and assigns. However, LICENSEE
agrees that it shall not assign this Agreement or its rights hereunder without
the prior written consent of LICENSOR except to a successor to substantially all
of its business relating to Light Valves and whose obligations hereunder are
guaranteed to LICENSOR by LICENSEE. LICENSOR may assign all of its rights and
obligations hereunder to any successor to any of its business interests or to
any company controlling or controlled by LICENSOR. All assignees shall expressly
assume in writing the performance of all the terms and conditions of this
Agreement to be performed by the assigning party, and an originally signed
instrument of such assumption and assignment shall be delivered to the
non-assigning party within 30 days of the execution of such instrument.


    
14.7 Schedules. All Schedules attached to this Agreement shall be deemed to
be a part of this Agreement as if set forth fully in this Agreement. 

    
14.8 Entire Agreement. This Agreement constitutes the entire understanding and
agreement between LICENSOR and LICENSEE with respect to the subject matter
hereof, supersedes all prior agreements, proposals, understandings, letters of
intent, negotiations and discussions with respect to the subject matter hereof
and can be modified, amended, supplemented or changed only by an agreement in
writing which makes specific reference to this Agreement and which is executed
in writing by the parties; provided,
however, that either party may unilaterally
waive in writing any provision imposing an obligation on the other. 

-16-







     14.9
Notices.
Any notice required or permitted to be given or made in this Agreement shall be
in writing and shall be deemed given on the earliest of (i) actual receipt,
irrespective of method of delivery, (ii) on the delivery day following dispatch
if sent by express mail (or similar next day courier service), or (iii) on the
sixth day after mailing by registered or certified air mail, return receipt
requested, postage prepaid and addressed as follows: 

	LICENSOR:	     	Joseph M. Harary, President and Chief
      Executive Officer
			Research Frontiers
    Incorporated
			240 Crossways Park Drive
			Woodbury, New York 11797-2033
    USA
			Facsimile:	(516) 364-3798	
			Telephone:       	(516) 364-1902	
	
	 	 	 
	LICENSEE:		Vladimir Chuvaev, Director-General and
      Chief Executive Officer
			ADVNANOTECH LLC
			Zaporogskaya St., #4
			Moscow 121596 RUSSIA
			Facsimile:		
			Telephone:	+7-92-5508-7229	



or to such substitute addresses and
persons as a party may designate to the other from time to time by written
notice in accordance with this provision. 

    
14.10 Bankruptcy Code. In the event that either party should file a petition under
the federal bankruptcy laws, or that an involuntary petition shall be filed
against such party, the parties intend that the non-filing party shall be
protected in the continued enjoyment of its rights hereunder to the maximum
feasible extent including, without limitation, if it so elects, the protection
conferred upon licensees under section 365(n) of Title 17 of the U.S. Code. Each
party agrees that it will give the other party immediate notice of the filing of
any voluntary or involuntary petition under the federal bankruptcy laws.


    
14.11 Construction. This Agreement and the exhibits hereto have been drafted
jointly by the parties and in the event of any ambiguities in the language
hereof, there shall no be inference drawn in favor or against either party.


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

    
14.13 Status of the
Parties. The status of the parties under this
Agreement shall be solely that of independent contractors. No party shall have
the right to enter into any agreements on behalf of the other party nor shall it
represent to any person that it has such right or authority. 

    
The parties, through their duly authorized representatives, and intending
to be legally bound, have executed this Agreement, as of the date and year first
above written, whereupon it became effective in accordance with its terms.


-17-







		RESEARCH
      FRONTIERS INCORPORATED
			 
	 		 
		By: 	  /s/ Joseph M. Harary
			Joseph M. Harary, President and Chief Executive
      Officer
			Date: August 6, 2012
			 
			 
			ADVNANOTECH LLC
			 
			 
		By:	  /s/ Vladimir Vladislavovich Chuvaev
			Vladimir Vladislavovich Chuvaev
			Title: As Director-General and Chief Executive Officer of
      LICENSEE
			and personally as provided for in Section 3.3
      hereof.
			Date: August 3, 2012



-18-







Confidential Proprietary Information
of Research Frontiers Inc. 

Schedule A
(As of the Effective Date) 

LIST OF UNITED STATES, INTERNATIONAL
AND
FOREIGN PATENTS AND PATENT
APPLICATIONS
(*-indicates a foreign patent
application) 

	Patents in the United States	     		     	Date
Issued	     	Expiration
Date
	5,325,220
	 	Robert L.
      Saxe
"Light Valve With Low
      Emissivity
Coating As Electrode" 
		
      6/28/94
		
      03/9/13

		 					
	5,461,506
	 	Joseph A. Check
      III et al
"Light Valve Suspensions Containing A
Trimellitate Or Trimesate And Light
Valves Containing
      The Same" 
		
      10/24/95
		
      05/11/13

		 					
	5,467,217
	 	Joseph A. Check
      III et al
"Light Valve Suspensions and Films
Containing UV Absorbers
      and Light
Valves Containing The Same" 
		
      11/14/95
		
      05/11/13

		 					
	5,516,463
	 	Joseph A. Check
      III et al
"Method of Making Light
Polarizing Particles"
    
		
      05/14/96
		
      07/08/14

		 					
	5,650,872
	 	Robert L. Saxe et
      al
"Light Valve Containing
Ultrafine Particles"
		
      07/22/97
		
      12/08/14




1








Confidential Proprietary Information
of Research Frontiers Inc. 

Schedule A (Continued)

	Patents in the United States	     		     	Date
Issued	     	Expiration
Date
	5,691,849
	 	Rene Ledroit;
      Jean-Francois Thomas; Andre Hecq
“Rear-View Assembly for a
      Vehicle
and an Adaptor Therefor”
		
      11/25/97
		
      11/25/14

		 					
	5,728,251
	 	Joseph A. Check
      III
"Light Modulating Film of Improved
UV Stability For a Light
      Valve"
		
      03/17/98
		
      09/27/15

		 					
	5,764,402
	 	Jean-Francois
      Thomas; Pierre Vezin
“Optical Cell Control System”
		
      06/09/98
		
      04/24/15

		 					
	5,838,482
	 	Daniel Decroupet;
      Pierre Laroche
“Optical Cell”
		
      11/17/98
		
      05/16/15

		 					
	6,114,405
	 	Huifang Zhuang et
      al
“Ultraviolet Radiation-Curable
Light-Modulating Film for a
      Light
Valve, and Method of Making Same”
		
      09/05/00
		
      10/09/17

		 					
	6,156,239
	 	Robert L. Saxe et
      al
“Light Polarizing Material, Liquid
Suspensions and Films Thereof,
      and Light
Valve Incorporating Same”
		
      12/05/00
		
      02/26/19

		 					
	6,271,956
      B1
	 	Robert L. Saxe et
      al
“Method and Materials for Enhancing the
Adhesion of SPD Films and
      Light Valves
Comprising Same”
		
      08/07/01
		
      03/02/20




2








Confidential Proprietary Information
of Research Frontiers Inc. 

Schedule A (Continued)

	Patents in the
      United States	     		     	Date
Issued	     	Expiration
Date
	
      6,301,040
	 	
      Srinivasan Chakrapani et
      al
“SPD Films Having Improved Properties and
Light Valves Comprising
      Same”
		
      10/09/01
		
      05/24/20

		 					
	
      6,334,967 B1
	 	
      Robert L. Saxe et al
“Light
      Polarizing Particles of Improved
Particle Size Distribution”
(See
      also listing for PCT/US99/15508)
		
      01/01/02
		
      12/21/20

		 					
	
      6,416,827
	 	
      Srinivasan Chakrapani et al
“SPD
      Films and Light Valves Comprising Same”
		
      07/09/02
		
      10/27/20

		 					
	
      6,429,961 B1
	 	
      Joseph M. Harary et al
“Methods
      for Retrofitting Windows With Switchable
and Non-Switchable Window
      Enhancements and
Retrofitted Windows Produced Thereby”
		
      08/06/02
		
      10/03/20

		 					
	
      6,522,446
	 	
      Robert L. Saxe
“Anisometrically
      Shaped Metal Particles,
Liquid Suspensions and Films Thereof
      And
Light Valves Comprising Same”
		
      02/18/03
		
      04/25/21

		 					
	
      6,529,312 B1
	 	
      Robert L. Saxe
“Anisometrically
      Shaped Carbon and/or Graphite
Particles, Liquid Suspensions and Films
      Thereof
And Light Valves Comprising Same”
[See also U.S. Patent No.
      6,987,602 filed
December 27, 2002, a continuation-in-part of this
      patent]
		
      03/04/03
		
      06/07/19




3








Confidential Proprietary Information
of Research Frontiers Inc. 

Schedule A (Continued)

	Patents in the
      United States	     		     	Date
Issued	     	Expiration
Date
	
      6,606,185 B2
	 	
      Robert L. Saxe
“SPD Films and
      Light Valves Comprising Liquid
Suspensions of Heat-Reflective Particles
      of
Mixed Metal Oxides and Methods of Making
Such
      Particles”
		
      08/12/03
		
      12/08/14

		 					
	
      6,804,040
	 	
      Albert P. Malvino et al
“Method
      and Device for Controlling Voltage
Provided to a Suspended Particle
      Device”
		
      10/12/04
		
      02/13/23

		 					
	
      6,897,997
	 	
      Albert P. Malvino
“Method and
      Device for Controlling Voltage
Provided to a Suspended Particle
      Device”
(continuation-in-part of 6,804,040)
		
      05/24/05
		
      02/13/23

		 					
	
      6,900,923
	 	
      Srinivasan Chakrapani et
      al
"Siloxane Matrix Polymers and SPD Light Valve Films
Incorporating
      Same"
		
      05/31/05
		
      06/18/23

		 					
	
      6,936,193
	 	
      Robert L. Saxe et al
"SPD Light
      Valve Film Incorporating New
Suspending Media, and Light
      Valve
Incorporating Same"
		
      08/30/05
		
      04/14/23




4









Confidential Proprietary Information
of Research Frontiers Inc. 

Schedule A (Continued)

	Patents in the
      United States	     		     	Date
Issued	     	Expiration
Date
	
      6,987,602 B2
	 	
      Robert L. Saxe et
      al
“Anisometrically Shaped Carbon and/or Graphite
Particles, Liquid
      Suspensions and Films Thereof
And Light Valves Comprising
      Same”
(continuation-in-part of patent 6,529,312B1)
		
      01/17/06
		
      06/07/19

		 					
	
      7,361,252
	 	
      Steven M. Slovak et al
“Methods
      for Laminating Films for SPD Light Valves
and SPD Light Valves
      Incorporating Such Laminated
Films” (claims priority from
      60/562,329)
		
      04/22/08
		
      10/26/25

		 					
	
      7,417,785
	 	
      Albert P. Malvino
“Methods and
      Circuits for Distributing Power
to SPD Loads”
		
      08/26/08
		
      01/18/25

		 					
	
      7,791,788
	 	
      Steven M. Slovak et al
“SPD
      Light Valves Incorporating Films Comprising
Improved Matrix Polymers
      and Methods for
Making Such Matrix Polymers”
		
      09/07/10
		
      01/21/29

		 					
	
      7,847,033
	 	
      Srinivasan Chakrapani et
      al
"Materials and Methods for Improving Properties
Of SPD Emulsions
      and Films"
		
      12/07/10
		
      07/27/29




5








Confidential and Proprietary
Information of Research Frontiers Inc. 

Schedule A
(Continued)

	Patents in the United
      States	     		     	Date
Issued	     	Expiration
Date
	
      7,920,321
	 	
      Robert L. Saxe et
      al
“SPD Films and Light Valves Incorporating
Overcoatings Which
      Enhance Adhesion to Substrates,
Have Good Cohesion and Protect
      Against
Electrical Short Circuits”
		
      04/05/11
		
      12/01/28

		 					
	
      8,174,753
      B2
	 	
      Albert P.
      Malvino
“Methods and Circuits for Distributing
Power to SPD
      Loads”
		
      05/08/12
		
      05/08/28




6








Confidential and Proprietary
Information of Research Frontiers Inc.


PENDING UNITED STATES APPLICATIONS 

	Serial Number	 	Filing Date



[Confidential Information Omitted
and filed separately with the Securities and Exchange
Commission].

 

 

PENDING INTERNATIONAL
APPLICATIONS 

	Serial Number	 	Filing Date



[Confidential Information Omitted
and filed separately with the Securities and Exchange
Commission].

7








Confidential and Proprietary
Information of Research Frontiers Inc.

	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission]. 

	 								
	
      Foreign patents and applications
      corresponding to U.S. Patent Number 5,325,220:

	[Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].
    

	
      *Japan
		
      6-96451
				
      05/10/94
		
	[Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].
    




	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].
  




8








Confidential and Proprietary
Information of Research Frontiers Inc.

	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].
  




9








Confidential and Proprietary
Information of Research Frontiers Inc.

	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].
  




10








Confidential and Proprietary
Information of Research Frontiers Inc.

	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	 								
	
      Foreign patents and applications
      corresponding to U.S. Patent 6,156,239:

	[Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	
      *Japan
		
      2000-533692
				
      02/24/99
		
	 								
	
      Foreign patents and applications
      corresponding to U.S. Patent 6,271,956B1:

	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	 								
	
      Foreign patents and applications
      corresponding to U.S. Patent  6,301,040:

	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	
      *Japan
		
      2001-586506
				
      05/23/01
		
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	 	 	 	 	 	 	 	 	 
	
      Foreign patents and applications
      corresponding to U.S. Patent  6,334,967B1:

	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	*EPO		99937224.6				07/09/99		
	
      (Initially designated countries:
      Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece,
      Ireland, Italy, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden,
      Switzerland [including Liechtenstein] Turkey & United
      Kingdom)

	*Hong Kong		01105570.6				08/10/01		
	 								
	Foreign patents and applications
      corresponding to U.S. Patent 6,416,827:
	[Confidential Information Omitted and
      filed separately with the Securities and Exchange
    Commission].
	*EPO		01988877.5				10/03/01		
	(Initially designated countries: Austria,
      Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland,
      Italy, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden,
      Switzerland [including Liechtenstein] Turkey & United
    Kingdom)
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	 
	Foreign patents and applications
      corresponding to U.S. Patent 6,429,961:
	[Confidential Information Omitted and
      filed separately with the Securities and Exchange
    Commission].
	*EPO		01975628.7				10/01/01		
	(Initially designated countries: Austria,
      Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland,
      Italy, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden,
      Switzerland [including Liechtenstein] Turkey & United
    Kingdom)
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].



11








Confidential and Proprietary
Information of Research Frontiers Inc.

	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      Foreign patents and applications
      corresponding to U.S. Patent 6,517,746:

	[Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	*Korea		10-2003-7013986				10/24/03		
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	*Japan
		2002-584071				04/24/02		
	 								
	
      [Confidential Information
      Omitted and filed separately with the Securities and Exchange
      Commission].

	 
	Foreign patents and applications
      corresponding to U.S. Patent 6,804,040:
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	 
	*Europe		04737269.3				02/09/04		
	(Initially designated countries: Austria,
      Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland,
      France, Germany, Greece, Hungary, Ireland, Italy, Luxembourg, Monaco,
      Netherlands, Portugal, Romania, Spain, Slovenia, Slovak Republic, Sweden,
      Switzerland [including Liechtenstein] Turkey & United
    Kingdom.)
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	*Korea		1020057014575				02/09/04		
	 								
	Foreign patents and applications
      corresponding to U.S. Patent 6,900,923:
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	*Europe		04776608.4				06/15/04		
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	 								
	Foreign patents and applications
      corresponding to U.S. Patent 6,936,193 B2:
	[Confidential Information Omitted and
      filed separately with the Securities and Exchange
    Commission].
	 								
	*Europe		04750042.6				04/13/04		
	*Japan		2006-509949				04/13/04		
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	*Canada		2,520,701				04/13/04		
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	 								
	Foreign patents and applications
      corresponding to U.S. Patent 7,361,252:
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].
	 
	*Europe		04779006.8				07/23/04		
	*Japan		2007-508320				07/23/04		
	[Confidential Information Omitted
      and filed separately with the Securities and Exchange
      Commission].



12









Confidential and Proprietary
Information of Research Frontiers Inc.


	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	Foreign patents and applications corresponding to U.S. Patent
      7,417,785:
	*Canada		2595092				01/11/06		
	*China		20068002633.X				01/11/06		
	*Europe		06718247.7				01/11/06		
	*India		5515/DELNP/20				01/11/06		
	*Japan		2007552182				01/11/06		
	*Japan (div.)		2012-115259				01/11/06		
	*Korea		70164202007				01/11/06		
	 								
	Foreign patents and applications corresponding to U.S. Patent
      7,791,788:
	[Confidential Information Omitted and filed separately with the
      Securities and Exchange Commission].
	 								
	*Brazil		PI106213480				11/29/06		
	*Canada		2640630				11/29/06		
	[Confidential Information Omitted and
      filed separately with the Securities and Exchange
      Commission].
	 								
	*Europe		068446038				11/29/06		
	*India		7691DELNP2008				11/29/06		
	*Japan		2008556307				11/29/06		
	*Korea		70205022008				11/29/06		
	 								
	Foreign patents and applications corresponding to U.S. Patent
      7,847,033:
	[Confidential Information Omitted and filed separately with
      the Securities and Exchange Commission].
	*Europe		06773658.7				06/21/06		
	*India		8521DELNP2007				06/21/06		
	*Japan		2008520253				06/21/06		
	[Confidential Information Omitted and
      filed separately with the Securities and Exchange
      Commission].
	*China		200680023560.2				06/21/06		
	 								
	Foreign patents and applications corresponding to U.S. Patent
      7,920,321:
	*Europe		088559380				12/01/08		
	*Japan		2010536915				12/01/08		
	*Korea		1020107014980				12/01/08		
	*Australia		2008331875				12/01/08		
	*Canada		2708024				12/01/08		
	 
	Foreign patents and applications corresponding to U.S. Patent
      Application 12/851,285:
	*China		201080035054.1				08/06/10		
	*Korea		10-2012-7004266				08/06/10		
	*Europe		10807208.3				08/06/10		
	*Canada		2,769,076				08/06/10		
	*Australia		2010279364				08/06/10		
	*Japan		2012-523971				08/06/10		




13










Confidential and Proprietary
Information of Research Frontiers Inc.


	Country	 	     	Patent
      Number
or
Serial Number	     	Issued	     	Filed	     	Expiration
	
      Foreign patents and applications
      corresponding to U.S. Patent Application 12/915,423:

	
      *India
		
      3193/DELNP/2012
				
      10/29/10
		
	
      *Europe
		
      10857620.8
				
      10/29/10
		
	
      *Australia
		
      2010361143
				
      10/29/10
		
	
      *Korea
		
      10-2012-7012807
				
      10/29/10
		
	
      *China
		
      201080049286.2
				
      10/29/10
		
	
      *Japan
		
      2012-537096
				
      10/29/10
		
	Foreign patents and applications
      corresponding to U.S. Patent Application 13/182,087
	*Australia		2011279272				07/13/11		
	*Europe		11807427.7				07/13/11		





14