AGREED IN WRITING BY THE PARTIES TO THIS AGREEMENT.
1.5
"INVESTIGATOR" MEANS JASON LEWIS, DR. XIAOMEI JIANG AND DR.
JIAN ZHANG, WHILE EMPLOYED BY
Page 1
Initials /s/ VLM MP1735585.1
Confidential Treatment-Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT
REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED
TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR
ASTERISKS [****].
LICENSOR.
1.6
"KNOW HOW" MEANS UNPATENTED TECHNOLOGY AND/OR INFORMATION
THAT WAS DEVELOPED BY THE
INVESTIGATOR(S), INCLUDING WITHOUT LIMITATION
METHODS, PROCESSES, TECHNIQUES, COMPOUNDS, , MATERIALS, SEQUENCES, DRAWINGS,
INDICATIONS, DATA, RESULTS OF TESTS, OR STUDIES, PLANS, AND EXPERTISE, WHETHER
PATENTABLE OR NOT, WHICH RELATES SPECIFICALLY TO THE LICENSED PATENTS AND
EXISTING ON THE DATE HEREOF, ONLY
TO THE EXTENT WHOLLY OWNED AND CONTROLLED BY
LICENSOR, EXCEPT THAT, KNOW-HOW SHALL NOT INCLUDE THE LICENSED PATENTS.
1.7
"LICENSED FIELD" SHALL INCLUDE ALL APPLICABLE FIELDS OF USE FOR
THE LICENSED PATENTS, LICENSED PRODUCT, AND LICENSED PROCESS, INCLUDING THE: USE
OF STARTING MATERIALS; SOLAR MATERIALS; SUBSTRATES; SUBSTRATE SURFACES; METHODS
BY WHICH MATERIALS OR SUBSTRATES ARE CREATED AND PREPARED; METHODS BY WHICH
MATERIALS ARE APPLIED TO SUBSTRATES AND THEIR SURFACES; METHODS BY WHICH
MATERIALS ARE PROTECTED FROM DEGRADATION; AND METHODS BY WHICH MATERIALS AND
SUBSTRATES ARE MANUFACTURED. .
1.8
"LICENSED PATENTS" MEANS ALL OF THE FOLLOWING LICENSOR
INTELLECTUAL PROPERTY:
1.8.1
THE PATENT(S)/PATENT APPLICATION(S) IDENTIFIED ON SCHEDULE 1
HERETO;
1.8.2
ANY AND ALL UNITED STATES AND FOREIGN PATENT APPLICATIONS CLAIMING
PRIORITY TO ANY OF THE PATENT(S) AND PATENT APPLICATION(S) IDENTIFIED ON
SCHEDULE 1 HERETO (EXCEPT THAT IN THE CASE OF CONTINUATION-IN-PART
APPLICATION(S), ONLY TO THE EXTENT THAT THE SUBJECT MATTER CLAIMED IN SUCH
CONTINUATION-IN-PART APPLICATION(S)IS SUPPORTED UNDER 35 U.S.C 112 IN THE
PATENT(S)/PATENT APPLICATION(S) IDENTIFIED ON SCHEDULE 1 HERETO); AND
1.8.3
ANY AND ALL PATENTS ISSUING FROM THE PATENT APPLICATIONS IDENTIFIED
IN SECTION 1.1.1 AND 1.1.2, INCLUDING, BUT NOT LIMITED TO, LETTERS PATENTS,
PATENTS OF ADDITION, REISSUES, RE-EXAMINATIONS, EXTENSIONS, RESTORATIONS, AND
SUPPLEMENTARY PROTECTION CERTIFICATES;
ALL TO THE EXTENT OWNED OR CONTROLLED BY LICENSOR.
1.9
"LICENSED PRODUCT" AND "LICENSED PROCESS" MEANS:
1.9.1
IN THE CASE OF A LICENSED PRODUCT, ANY PRODUCT OR PART THEREOF, ON
A COUNTRY-BY-COUNTRY BASIS, THAT:
(A)
IS COVERED IN WHOLE OR IN PART BY AN ISSUED, UNEXPIRED CLAIM
OR A PENDING CLAIM CONTAINED IN THE LICENSED PATENTS, IN ANY COUNTRY IN WHICH
SUCH PRODUCT IS MADE, USED, IMPORTED OR SOLD; OR
(B)
IS MANUFACTURED BY USING A PROCESS THAT IS COVERED IN WHOLE OR
IN PART BY AN ISSUED, UNEXPIRED CLAIM OR A PENDING CLAIM CONTAINED IN THE
LICENSED PATENTS, IN ANY COUNTRY IN WHICH ANY SUCH PROCESS IS USED OR IN WHICH
ANY SUCH PRODUCT IS USED, IMPORTED OR SOLD; OR
(C)
INCORPORATES, UTILIZES, OR WAS DEVELOPED UTILIZING, KNOW-HOW;
OR THAT IS MANUFACTURED USING KNOW-HOW; OR USING A PROCESS DEVELOPED USING A
KNOW-HOW.
Page 2
Initials /s/