Template Technology Licensing Agreement

TECHNOLOGY TRANSFER AND PATENT LICENSE AGREEMENT

between

[LICENSOR]

and

[LICENSEE]

Effective as of [EFFECTIVE DATE]

Relating to [SUBJECT MATTER]

TECHNOLOGY TRANSFER AND PATENT LICENSE AGREEMENT This Agreement, effective [EFFECTIVE DATE] upon the signing by both Parties (the "Effective Date"), is between [LICENSOR] a [STATE] corporation having an office at [ADDRESS] ("LICENSOR"), and [LICENSEE], a corporation of the State of [STATE], having an office at [ADDRESS] ("LICENSEE"). The term Parties mean the LICENSOR AND LICENSEE, and also includes any of LICENSEE’S approved SUPPLIERS undertaking the obligations of this Agreement in writing. The Parties agree as follows: ARTICLE I DEFINITIONS 1.01 As used in this Agreement, any term in capital letters which is defined in Appendix A shall have the meaning specified therein. ARTICLE II TECHNICAL INFORMATION 2.01 (a) LICENSOR shall, within thirty (30) days of receipt of the initial payment from LICENSEE pursuant to Section 5.01(a) or within a reasonable time of a written request thereafter for a LICENSED SITE transfer, commence furnishing the TECHNICAL INFORMATION listed in Appendix B to LICENSEE or its SUPPLIERS, as the LICENSEE may direct, subject to the restrictions of Section 2.02. (b) Delivery of any documentation shall be deemed completed on the date such documentation is received by LICENSEE. LICENSOR shall be responsible for the payment of all reasonable shipping costs.

(c) Within forty five (45) days of receipt of the TECHNICAL INFORMATION, LICENSEE or its SUPPLIERS shall notify LICENSOR in writing of any TECHNICAL INFORMATION which was not received. (d) All information previously furnished by LICENSOR to LICENSEE or its SUPPLIERS and all information furnished by LICENSOR to LICENSEE or its SUPPLIERS in association with the performance of this Agreement, whether or not required thereby, shall be deemed to be a part of the TECHNICAL INFORMATION. 2.02 TECHNICAL INFORMATION may be maintained at no more than three LICENSED SITES at any one time and may not be transferred, disclosed or used at non-licensed sites. If use of the TECHNICAL INFORMATION is legitimately required at another location for manufacture of the LICENSED PRODUCTS, the LICENSOR will review the situation and not unreasonably withhold, delay or condition its consent for the transfer and use of the TECHNICAL INFORMATION at another LICENSED SITE. The transfer of the TECHNICAL INFORMATION to a LICENSED SITE internal to [LICENSEE] can be made without the LICENSOR’S consent. The transfer of TECHNICAL INFORMATION to another LICENSED SITE shall be made by the LICENSOR pursuant to Section 2.01. The LICENSEE or its SUPPLIERS shall return TECHNICAL INFORMATION and all copies from a previously LICENSED SITE as soon as possible after a new LICENSED SITE is qualified but in no event more than one (1) year after approval of the new site.

ARTICLE III TECHNICAL SERVICES 3.01(a) LICENSOR, at LICENSEE’S request and upon reasonable notice shall, as agreed between LICENSOR and LICENSEE, furnish to LICENSEE or its SUPPLIERS technical services by employees of LICENSOR at mutually acceptable locations, sufficient to reasonably enable LICENSEE or its SUPPLIERS to understand the information furnished. Such technical services when rendered shall be at LICENSEE'S or its SUPPLIERS’ expense (including travel and cost of living expenses) upon the terms and conditions that follow. (b) The initial fee of Section 5.01(a) of the license includes technical services for each of two LICENSED SITES, the LICENSED SITES may at 2

LICENSEE’S discretion be either at an internal LICENSEE location or at a SUPPLIER location, of: (1) two (2) man days (eight (8) hrs. blocks) of training at LICENSOR’S Avon, Conn. Facility for each site. (2) two (2) man days (eight (8) hrs. blocks) of off-site training (outside of Avon, Conn.) for each site; and (3) verbal or e-mail consultation not to exceed 24 hrs (one hr. blocks). (4) One LICENSEE employee at its expense may attend the initial training sessions for the subparagraphs b(1) and b(2) of this Section 3.01. (5) The initial training sessions for the subparagraphs b(1) and b(2) of this Section 3.01 shall be video taped at LICENSEE’S expense and those training video tapes held for LICENSEE’S use by LICENSOR in accordance with paragraph (d) of this section. (6) Any training materials which are provided at the training sessions of this Section and any training video tapes are part of the TECHNICAL INFORMATION. Off-site training includes a LICENSED SITE to be named by the LICENSEE but does not include the expenses and travel of the trainers, which expenses and travel shall be paid for by LICENSEE or its SUPPLIERS. All technical services included in the initial fee must be requested within one year of the Effective date of this Agreement. (c) Additional on-site and off-site technical services for LICENSEE and its SUPPLIERS up to a maximum of sixty (60) days (eight (8) hrs. blocks) per LICENSED SITE will be charged at the Training Fee Schedule below. Dollar amounts are per person plus expenses, including travel expenses of all the trainers to a LICENSED SITE to be named by LICENSEE. Minimum request for additional off-site training is for two man days of training. All additional technical services must be requested within the two (2) years of the Effective date of this Agreement and are limited to the expertise of Licensor’s employees at the time of the request. 3

Training Fee Schedule: On-site or off-site technical services: Maximum of 60 days in total to a LICENSED SITE Number 0 to 15 16 to 30 30 to 60 of days Price $[AMOUNT]/day $[AMOUNT]/day $[AMOUNT]/day Verbal and email consultation: Maximum of 250 hours Number 0 to 49 50 to 99 100 to 250 of hours Price $[AMOUNT]/hour $[AMOUNT]/hour $[AMOUNT]/hour

(d) LICENSOR will retain the latest copy of the TECHNICAL INFORMATION and the training video tapes during the TERM of this Agreement for transfer to LICENSEE pursuant to the requirements of Sections 2.01 and 2.02. 3.02 LICENSOR, LICENSEE and its SUPPLIERS shall at all times retain the administrative supervision of their respective personnel. 3.3

LICENSEE'S or its SUPPLIERS’ personnel shall, while on any location of LICENSOR for purposes of this Agreement, comply with LICENSOR'S rules and regulations with regard to safety and security. LICENSEE or its SUPPLIERS shall have full control over such personnel and shall be entirely responsible for their complying with LICENSOR'S rules and regulations.

3.4

LICENSOR’S personnel shall, while on any location of LICENSEE’S OR its SUPPLIER’S for purposes of this Agreement, comply with LICENSEE’S OR SUPPLIER’S rules and regulations with regard to safety and security. LICENSOR shall have full control over such personnel and shall be entirely responsible for their complying with LICENSEE'S OR SUPPLIER’S rules and regulations.

3.05 Pursuant to Section 3.01, LICENSOR shall render to LICENSEE or its SUPPLIERS invoices for all payments for services rendered under this Article 4

III after such services have been rendered hereunder, and LICENSEE or its SUPPLIERS shall make payment of all amounts so billed within forty five (45) days after receipt of such invoices. ARTICLE IV GRANTS OF LICENSES 4.01 Subject to Section 4.03 and to the extent it has a right to, LICENSOR grants to LICENSEE personal, nontransferable, nonexclusive licenses in the LICENSED TERRITORY to use the TECHNICAL INFORMATION for the purposes of (i) using, distributing, importing, selling, or offering for sale the LICENSED PRODUCTS; and (ii) manufacturing, designing and testing of, or having manufactured, designed and tested, the LICENSED PRODUCTS only at LICENSED SITES (subject to Section 4.04 (b)). 4.02 Subject to Section 4.03 and to the extent it has a right to, LICENSOR grants to LICENSEE under the SPECIFIED PATENT personal, nontransferable and nonexclusive licenses in the LICENSED TERRITORY to make, have made (subject to Section 4.04 (b)) use, lease, repair (but not reconstruct), support, maintain, distribute, import, offer-to-sell and sell LICENSED PRODUCTS manufactured with the use of the TECHNICAL INFORMATION pursuant to Section 4.01 hereof. 4.3

The Parties acknowledge that any products, software and technical information (including, but not limited to, services and training) provided under this Agreement are subject to U.S. export laws and regulations and any use or transfer of such products, software, and technical information must be authorized under those regulations. LICENSEE agrees that it will not use, distribute, transfer or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with U.S. export regulations. If reasonably requested by LICENSOR, LICENSEE also agrees to sign written assurances and other export-related documents as may be required for LICENSOR to comply with U.S. export regulations.

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4.04(a) The licenses granted in Sections 4.01 and 4.02 exclude any other right not expressly granted to LICENSEE including, but not limited to, the right to sublicense any of its rights or any other implied rights. (b) The rights to have LICENSED PRODUCTS made granted to LICENSEE in Section 4.01 and 4.02 are subject to the following: (i) in no event shall the rights to have the LICENSED PRODUCTS made be exercised other than by engaging approved SUPPLIERS of LICENSEE, and in each case, such LICENSED PRODUCTS shall only be made for LICENSEE and for a bona fide business purpose of the LICENSEE; (ii) the rights are limited only to SUPPLIERS of LICENSEE at LICENSED SITES approved by LICENSOR and only for so long as they remain SUPPLIERS of LICENSEE. Those SUPPLIERS listed in Appendix D are approved SUPPLIERS of LICENSED PRODUCTS to LICENSEE in the areas indicated as of the Effective Date; and (iii) additional SUPPLIERS and LICENSED SITES may be proposed by LICENSEE, but such additional LICENSED SITES are subject to LICENSOR’S right to thirty (30) days prior notification of their identity, a review of their capabilities and written approval of them. Such approval of any SUPPLIERS or LICENSED SITES may be withheld by LICENSOR in its sole discretion but shall not be unreasonably withheld, delayed or conditioned. 4.05 (a) LICENSEE and its Suppliers shall, without charge to LICENSOR, promptly disclose to LICENSOR all ENHANCEMENTS to the LICENSED PROCESS, which is information originated or developed by LICENSEE’S or its SUPPLIERS’ personnel solely or jointly with any other Party, prior to the expiration this Agreement (“LICENSEE and SUPPLIER ENHANCEMENTS”). LICENSEE and its SUPPLIERS shall retain all right, title and interest in and to any LICENSEE and SUPPLIER ENHANCEMENTS solely made. (b) To the extent each has the right to, LICENSEE and its SUPPLIERS grant to LICENSOR unrestricted, nontransferable (subject to Section 8.10), irrevocable, nonexclusive, royalty free licenses, with the right to grant sublicenses, to use, practice or have practiced the LICENSEE and SUPPLIER ENHANCEMENTS with the LICENSED PROCESS for any purpose including making, using, distributing, importing, selling or offering for sale 6

articles made using such LICENSEE and SUPPLIER ENHANCEMENTS with the LICENSED PROCESS. (c) The licenses granted in Section 4.05 (b) exclude any other right not expressly granted to LICENSOR including, but not limited to, any other implied rights. (d) LICENSEE and its SUPPLIERS shall not be held to any liability for errors or omissions in the LICENSEE and SUPPLIER ENHANCEMENTS. LICENSEE and its SUPPLIERS disclaim any representations or warranties, either express, implied or implied by law. By way of example, but not of limitation, LICENSEE and its SUPPLIERS make no representations or warranties of merchantability, fitness for any particular purpose, or that the use of the LICENSEE and SUPPLIER ENHANCEMENTS, or any part of them will not infringe any patent, copyright, trademark or other intellectual property rights of any third party, and it shall be the sole responsibility of LICENSOR to make such determination as is necessary with respect to the acquisition of licenses under other patents or other intellectual property rights of third parties. LICENSEE and its SUPPLIERS shall not be held to any liability with respect to any patent infringement or any other claim made by LICENSOR, its SUBSIDIARIES or any third party on account of, or arising from the use of the LICENSEE and SUPPLIER ENHANCEMENTS or any of part of them. (e) LICENSOR shall promptly disclose in confidence to LICENSEE and its SUPPLIERS all ENHANCEMENTS relating to the LICENSED PROCESS, which is information originated or developed by LICENSOR’S personnel solely or jointly with any other Party prior to the expiration this Agreement (“LICENSOR ENHANCEMENTS”). LICENSOR shall retain all right, title and interest in and to any LICENSOR ENHANCEMENTS solely or jointly made with another Party. (f) LICENSEE and its SUPPLIERS shall have the right, but not the obligation, to license any such LICENSOR ENHANCEMENTS at commercially reasonable royalty rates and terms. (g) Notwithstanding section 4.05(f), LICENSOR ENHANCEMENTS that correct a defect in the LICENSED PROCESS will be disclosed and made available on a royalty free basis to LICENSEE and its SUPPLIERS by the

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LICENSOR as TECHNICAL INFORMATION under the terms of this Agreement. ARTICLE V ROYALTIES AND PAYMENTS 5.01(a) As partial consideration for the rights and licenses granted under Sections 4.01 and 4.02 by LICENSOR to LICENSEE, LICENSEE shall pay to LICENSOR a one-time, non-refundable payment of [UP FRONT PAYMENT AMOUNT] dollars (U.S. $[AMOUNT]). The one-time payment shall be paid to in two parts: (1) [PARTIAL AMOUNT 1] Dollars (U.S. $[AMOUNT]) shall be paid to LICENSOR within sixty (60) days of the Effective Date of the Agreement and (2) [PARTIAL AMOUNT 2] Dollars (U.S. $[AMOUNT]) shall be paid to LICENSOR upon the first LICENSEE or SUPPLIER site to receive the TECHNICAL INFORMATION becoming a QUALIFIED LICENSED SITE or to ship acceptable LICENSED PRODUCTS to LICENSEE. Under no circumstances shall such payments or any portion thereof be refunded to LICENSEE or credited with respect to any royalties due under Sections 5.01(b). (b) Royalty shall be payable to LICENSOR at the rate set forth in U.S. dollars in the accompanying Appendix E for each of the LICENSED PRODUCTS which is manufactured, sold, leased or put into use by LICENSEE, or which is manufactured and sold to LICENSEE by a SUPPLIER during the term of this Agreement: For clarification, the running royalty due per unit is to be paid by the SUPPLIER or the LICENSEE depending upon which is the manufacturer of a particular unit. (c) Royalty shall accrue on any unit of the LICENSED PRODUCTS upon the first manufacture and sale of such LICENSED PRODUCTS and shall become payable in accordance with the provisions of Articles V and VI herein. Obligations to pay accrued royalties by the LICENSEE or its SUPPLIERS shall survive termination of the licenses and rights pursuant to Article VII. (d) LICENSEE is responsible for and will promptly pay all overdue royalties owed by its SUPPLIERS.

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ARTICLE VI RECORDS AND PAYMENTS 6.01 (a) LICENSEE shall keep full, clear and accurate records with respect to LICENSED PRODUCTS manufactured, sold, leased, or put into use by it or those purchased from a SUPPLIER. LICENSEE’S SUPPLIERS shall keep full, clear and accurate records with respect to LICENSED PRODUCTS manufactured and sold to LICENSEE by them. LICENSEE and its SUPPLIERS shall retain such records with respect to each LICENSED PRODUCT for at least five (5) years from the manufacture, sale, lease or putting into use of such LICENSED PRODUCT. (b) Upon reasonable notice, LICENSOR shall have the right through its independent accredited auditing representatives, and at its expense, to make an examination and audit, during normal business hours, not more frequently than annually, of all such records and such other records and accounts as may under recognized accounting practices contain information bearing upon the amounts of fees or royalties payable to it under this Agreement. Prompt adjustment shall be made by the proper Party to compensate for any errors or omissions disclosed by such examination or audit. Neither such right to examine and audit nor the right to receive such adjustment shall be affected by any statement to the contrary, appearing on checks or otherwise, unless such statement appears in a letter, signed by the Party having such right and delivered to the other Party, expressly waiving such right. All information obtained in the course of conducting an audit shall be kept confidential and used only for the purpose of determining proper royalty payments under this Agreement. 6.02(a) Within forty five (45) days after the end of each annual period ending on December 31, commencing with the annual period during which this Agreement first becomes effective, LICENSEE or its SUPPLIERS shall furnish to LICENSOR a statement indicating: (i) the number of units of LICENSED PRODUCTS which were sold,

leased or put into use by LICENSEE if manufactured by it, or were purchased from SUPPLIERS, during such annual period; 9

(ii) The type of [PRODUCT] manufactured by the LICENSED

PROCESS (by manufacturer or SUPPLIER), solely for the purposes of calculating the appropriate royalty under Section 5.01 (b) above; and (iii) the amount of royalty payable thereon (by manufacturer or SUPPLIER). If no LICENSED PRODUCTS have been so sold, leased or put into use by LICENSEE or its SUPPLIERS, that fact shall be shown on such statement. (b) Within such forty five (45) days, LICENSEE or its SUPPLIERS shall, irrespective of its own business and accounting methods, pay in United States dollars to LICENSOR the fees or royalties payable for such annual period as shown in the statement required by Section 6.02(a). LICENSEE or its SUPPLIERS shall furnish whatever additional information (limited solely to determining proper payment of royalties pursuant to this Agreement) LICENSOR may reasonably prescribe from time to time to enable LICENSOR to ascertain the fees payable hereunder. Such statement, together with the payment for the fees or royalties shown therein, shall be sent to LICENSOR at its address specified in Section 6.06(a). 6.03 LICENSEE and its SUPPLIERS shall be solely responsible for its personnel's remuneration and their travel, living and other expenses, including those incurred in visiting any locations of LICENSOR. LICENSEE and its SUPPLIERS shall also be solely responsible for any tax or other governmental charge, however designated, which is imposed on LICENSEE or its personnel by any country or by any agency or political subdivision thereof as a result of the existence or operation of this Agreement or as the result of the activities of Licensee’s personnel. 6.04 LICENSEE or its SUPPLIERS shall bear all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated, imposed as a result of the existence or operation of this Agreement, except, (i) any tax imposed upon LICENSOR or its SUPPLIERS in a jurisdiction other than the United States if such tax is allowable as a credit against the United States income taxes of LICENSOR; (ii) any net income tax imposed upon LICENSOR by the United States within the United States; and (iii) any tax for which a valid tax exemption certificate is furnished by LICENSEE or its SUPPLIERS to LICENSOR. In order for the exception 10

contained in (i) to apply, LICENSEE or its SUPPLIERS must furnish LICENSOR with such evidence as may be required by the United States taxing authorities to establish that such a tax has been paid within thirty (30) days of issuance of such evidence by the local taxing authority so that LICENSOR may claim the credit. 6.05 If LICENSEE or its SUPPLIERS is required to bear a tax, duty, levy or similar charge pursuant to 6.04 above, LICENSEE or its SUPPLIERS shall pay such tax, duty, levy or similar charge and any additional amounts as are necessary to ensure that the net amounts received by LICENSOR hereunder after all such payments or withholdings equal the amounts to which LICENSOR is otherwise entitled under this Agreement as if such tax, duty, levy or similar charge did not apply 6.06(a) Payments by LICENSEE or its SUPPLIERS shall be made to LICENSOR at [LICENSOR's ADDRESS]. Alternatively, payments to LICENSOR may be made by bank wire transfers to LICENSOR’S account at [ACCOUNT TRANSFER INFORMATION], or such other domestic United States bank as LICENSOR shall have specified by written notice or by such other method as may be agreed to by the Parties hereto and all bank charges shall be for LICENSEE’S account. Changes in such address or account may be specified by written notice. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers on New York City as quoted for the last day of such annual period by leading banks dealing in the New York City foreign exchange market. (b) Payments to LICENSOR provided for in this Agreement shall, when overdue, be subject to a late payment charge calculated at an annual rate of three percentage (3%) points over the prime rate or successive prime rates in effect in New York City during delinquency; provided, however, that if the amount of such late payment charge exceeds the maximum permitted by law for such late payment charge, such late payment charge shall be reduced to such maximum amount. ARTICLE VII TERM AND TERMINATION 7.01 This Agreement shall be effective during its Term which commences on the Effective Date and extends until the expiration of the entire SPECIFIED 11

PATENT unless terminated earlier pursuant to the provisions hereof. After the SPECIFIED PATENT has expired, the LICENSOR and LICENSEE may renew this Agreement upon mutual consent in writing within sixty (60) days of the expiration. 7.02 If a Party shall fail to fulfill one or more of its material obligations under this Agreement, or if that Party shall fail to fully comply with all the requirements of United States law or other law applicable to this Agreement, to the extent that any such failure is not attributable to any failure on the part of the other Party to perform any of its obligations under this Agreement, the other Party may, upon its election and in addition to any other remedies that it may have, at any time terminate all of its obligations hereunder and all of the licenses and rights granted by it hereunder by not less than two (2) months written notice to the other Party specifying any such breach or failure, unless within the period of such notice all grounds specified therein for termination pursuant to this Section 7.02(a) shall have been remedied. A material breach of any obligation of a SUPPLIER shall be considered only to be a material breach of the Agreement by such SUPPLIER with this Agreement potentially terminating only with respect to such breaching SUPPLIER. 7.03 By written notice to LICENSOR, LICENSEE may voluntarily terminate all the licenses and rights granted to it hereunder. Such notice shall specify the effective date (not less than six (6) months after the giving of said notice) of such termination. As of the effective date of such voluntary termination, LICENSEE and its SUPPLIERS shall return all TECHNICAL INFORMATION including all copies to LICENSOR. LICENSOR will not voluntarily terminate the rights of LICENSEE or its SUPPLIERS under this Agreement without a material breach. Notwithstanding LICENSEE’S termination for convenience described above, should LICENSEE be unable to obtain acceptance in writing of the terms and conditions of the Agreement by any approved SUPPLIER within sixty (60) days of the Effective Date of the Agreement, LICENSEE may immediately terminate the Agreement in writing within such sixty (60) days without obligation (including, without limitation, the obligation to pay any amount described in Article V above), with this Agreement being deemed void ab initio. 7.04 Any termination of licenses and rights of LICENSEE or its SUPPLIERS under the provisions of this Article VII, shall not affect the obligations of LICENSEE and its SUPPLIERS under Sections 4.03, 8.04, 8.05, 8.06 and 8.13, and LICENSEE’S and its SUPPLIERS obligations to pay any fees or royalties with respect to any LICENSED PRODUCTS 12

manufactured prior to the termination of LICENSEE’S rights hereunder or the termination of this Agreement, and their obligations with respect to any other payments for services rendered and expenses incurred prior to such termination shall survive and continue after any such termination. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.01 This Agreement shall prevail in the event of any conflicting terms or legends, which may appear on documents, or the TECHNICAL INFORMATION furnished hereunder. 8.02 (a) LICENSOR and its SUBSIDIARIES shall not be held to any liability for errors or omissions in the TECHNICAL INFORMATION or LICENSOR’S ENHANCEMENTS. LICENSOR represents that the TECHNICAL INFORMATION is sufficient to enable LICENSOR to manufacture LICENSOR’S products of a similar nature and is generally consistent with the TECHNICAL INFORMATION provided to other licensees of LICENSOR, but LICENSOR does not make any representations or guarantees that such TECHNICAL INFORMATION is sufficient to enable LICENSEE or its SUPPLIERS to manufacture LICENSED PRODUCTS. (b) LICENSOR also represents that it has been using the technology disclosed in the TECHNICAL INFORMATION since November 2001 and that to its knowledge there have been no claims asserted by third parties against the technology and that there are not now any presently asserted or pending claims or litigations against the technology known as of the Effective Date. 8.03 (a) Other than the representation in Section 8.02, LICENSOR disclaims any representations or warranties, either express, implied or implied by law. By way of example, but not of limitation, LICENSOR makes no representations or warranties of merchantability, fitness for any particular purpose, or that the use of the TECHNICAL INFORMATION, LICENSOR ENHANCEMENTS, or the SPECIFIED PATENT, or any part of them will not infringe any patent, copyright, trademark or other intellectual property rights of any third party, and it shall be the sole responsibility of LICENSEE and its SUPPLIERS to make such determination as is necessary with respect to the acquisition of licenses under other patents or other intellectual property rights of third parties. LICENSOR shall not be held to any liability with respect to any patent 13

infringement or any other claim made by LICENSEE, its SUPPLIERS or any third party on account of, or arising from the use of the TECHNICAL INFORMATION, LICENSOR ENHANCEMENTS, the SPECIFIED PATENT or any of part of them. 8.04 LICENSEE and its SUPPLIERS agree: (i)

that they will not use the TECHNICAL INFORMATION except as expressly provided herein;

(ii)

that they shall keep the TECHNICAL INFORMATION confidential and will only disclose the TECHNICAL INFORMATION to employees who have a need to know. These restrictions on the disclosure of TECHNICAL INFORMATION shall not apply to any information which can be proved by credible evidence: (1) is independently developed by LICENSEE or lawfully received free of restriction from another source having the right to so furnish such TECHNICAL INFORMATION, or (2) is or becomes generally available to the public without breach of this Agreement by LICENSEE, or (3) was, at the time of disclosure, known to LICENSEE free of restriction as evidenced by documentation in LICENSEE’S possession; or which LICENSOR agrees in writing is free of such restrictions.

(iii)

that they will not, without LICENSOR’S express written permission, make or have made, or cause to be made, more copies of any of the TECHNICAL INFORMATION than are necessary for their use hereunder, and that each such copy shall contain the same proprietary notices or legends which appear on the original of such TECHNICAL INFORMATION, and that no rights are granted under this Agreement either expressly or by implication with respect to any copyrights except as provided for in this Section 8.04(iii);

(iv)

that LICENSEE will not make any TECHNICAL INFORMATION available to a SUPPLIER except upon its agreement in writing (of which a copy will be furnished by LICENSEE to LICENSOR) to be bound by the terms and conditions of this Agreement including that it will keep such 14

TECHNICAL INFORMATION confidential, it will not use the TECHNICAL INFORMATION except for the purpose of supplying to LICENSEE the LICENSED PRODUCTS described therein, it will make reports and pay royalties under the license, and it will return all such TECHNICAL INFORMATION and all copies thereof on demand of LICENSOR; (v)

that LICENSEE and its SUPPLIERS agree that they will not, without LICENSOR’S express written permission, (a) use in advertising, publicity, or otherwise any trade name, trademark, trade device, service mark, symbol or any other identification or any abbreviation, contraction or simulation thereof owned or used by LICENSOR, or (b) represent, directly or indirectly, that any product or service produced in whole or in part is made in accordance with or utilizes any information or documentation of LICENSOR.

(vi)

that the TECHNICAL INFORMATION and all documents furnished hereunder are deemed to be and shall remain the property of LICENSOR, and that upon termination of this Agreement or LICENSEE’S rights hereunder, LICENSEE shall upon request deliver to LICENSOR all documents containing any of the TECHNICAL INFORMATION and all copies thereof then under LICENSEE’S or its SUPPLIERS’ control.

8.05 It is recognized that during the performance of this Agreement, LICENSEE’S personnel may unavoidably receive or have access to private or confidential information of LICENSOR which is not the TECHNICAL INFORMATION. LICENSEE agrees that all such information shall be treated for the purposes of the provisions of this Article VIII as if it were TECHNICAL INFORMATION, so long as the confidential information is marked as proprietary or confidential or LICENSEE is on notice that such private or confidential information is proprietary to LICENSOR or, if not in tangible form, only if summarized in a writing so marked and delivered to LICENSEE within thirty (30) days of such disclosure, in which case such private or confidential information contained in such summary (not information contained solely in the non-tangible disclosure) shall be subject to the restrictions of this Agreement. It is also recognized that during the performance of this Agreement, LICENSOR’S personnel may unavoidably 15

receive or have access to private or confidential information of LICENSEE or a SUPPLIER. LICENSOR agrees that all such information shall be treated in a like manner by LICENSOR as LICENSEE/SUPPLIER is expected to treat the TECHNICAL INFORMATION under article VIII hereunder, so long as the confidential information is marked as proprietary or confidential or LICENSOR is on notice that such private or confidential information is proprietary to LICENSEE or a SUPPLIER or, if not in tangible form, only if summarized in a writing so marked and delivered to LICENSOR within thirty (30) days of such disclosure, in which case such private or confidential information contained in such summary (not information contained solely in the non-tangible disclosure) shall be subject to the restrictions of this Agreement. 8.06 Except as expressly provided in Article IV, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent. 8.07(a) Neither Party shall be liable for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond its reasonable control, including but not limited to acts of God, extraordinary traffic conditions, riots, civil disturbances, wars, states of belligerency or acts of the public enemy, strikes, work stoppages, or the laws, regulations, acts or failure to act of any governmental authority. (b) Neither Party shall be liable for incidental or consequential loss or damages of any nature, however caused, except for either Party’s breach of its confidentiality obligations (i.e., Sections 8.04 and 8.05). 8.08 Except for breach of its confidentiality obligations (i.e. Section 8.05), which shall be limited to LICENSEE’S and its SUPPLIERS’ actual damages, in the event of any breach of this Agreement by LICENSOR, or of any loss or injury to LICENSEE arising out of this Agreement, for which LICENSOR is liable to LICENSEE, LICENSOR’S total cumulative liability to LICENSEE for all such breaches, losses and injuries shall be the lesser of (i) the actual value of the injury or loss to LICENSEE or (ii) the total fees or royalties paid to LICENSOR under this Agreement. 8.09(a) This Agreement, in the English language, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions between them, and neither of the 16

Parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein, or in any prior existing written agreement between the Parties, or as duly set forth on or subsequent to the Effective Date in writing and signed by a proper and duly authorized representative of the Party to be bound thereby. (b) To the extent that the provisions of any other agreement to which LICENSOR and LICENSEE are Parties, are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control as to the subject matter hereof. 8.10 This Agreement shall not be assigned nor transferred, either in whole or in part, by either LICENSEE or LICENSOR without the other Party’s written consent, such consent shall not to be unreasonably withheld, delayed or conditioned, provided LICENSOR may assign all or any part of its rights and obligations to any successor in interest of the business to which this Agreement relates or to any of its SUBSIDIARIES. 8.11(a) If a dispute arises out of or relates to this Agreement, or the breach, termination or validity thereof, the Parties agree to submit the dispute to a sole mediator selected by the Parties or, at any time at the option of a Party, to mediation by the American Arbitration Association ("AAA"). If not thus resolved, it shall be referred to a sole arbitrator selected by the Parties within thirty (30) days of the mediation, or in the absence of such selection, to AAA arbitration, which shall be governed by the United States Arbitration Act. (b) Any award made (i) shall be a bare award limited to a holding for or against a Party and affording such remedy as is deemed equitable, just and within the scope of the Agreement; (ii) shall be without findings as to issues (including but not limited to patent validity and/or infringement) or a statement of the reasoning on which the award rests; (iii) may in appropriate circumstances (other than patent disputes) include injunctive relief; (iv) shall be made within four (4) months of the appointment of the arbitrator; (v) may be entered in any court; and (vi) may only be appealed to a court on a question of law. (c) The requirement for mediation and arbitration shall not be deemed a waiver of any right of termination under this Agreement and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination.

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(d) The arbitrator shall be knowledgeable in the legal and technical aspects of this Agreement and shall determine issues of arbitrability but may not limit, expand or otherwise modify the terms of the Agreement. (e) The place of mediation and arbitration shall be Atlanta, Georgia. (f) Each Party shall bear its own expenses but those related to the compensation and expenses of the mediator and arbitrator shall be borne equally. (g) A request by a Party to a court for interim measures shall not be deemed a waiver of the obligation to mediate and arbitrate. (h) The arbitrator shall not have authority to award punitive or other damages in excess of compensatory damages and each Party irrevocably waives any claim thereto. (i) The Parties, their representatives, other participants and the mediator and arbitrator shall hold the existence, content and result of mediation and arbitration in confidence. (j) Notwithstanding the foregoing, no provision hereof shall limit the right of any Party to obtain equitable relief, including without limitation injunctive relief, from a court of competent jurisdiction before, after or concurrent with mediation, arbitration or other proceeding. 8.12 All article headings are for convenience purposes only and shall in no way affect, or be used in, the interpretation of this Agreement. 8.13

Except for disclosure to RELATED PARTIES, the Parties agree to keep the terms and conditions of this Agreement confidential. However, either Party shall have the right to disclose the terms of this Agreement if required by law or if such disclosure is in response to an order of a court or an order or regulation of another governmental body provided, however, that such Party, prior to such disclosure pursuant to such law, order or regulation shall first have promptly informed the other Party of such law, order or regulation and made reasonable efforts to obtain a protective order and/or appropriate confidentiality provisions requiring that such information to be disclosed be used only for the purpose for which such law, order or regulation was issued.

8.14 This Agreement shall be interpreted in accordance with the laws of the State of New York, U.S.A., exclusive of its conflict of laws provisions.

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ARTICLE IX ADMINISTRATION OF AGREEMENT, NOTICES AND STATEMENTS 9.01(a) LICENSOR and LICENSEE shall each appropriately administer activities and performances under this Agreement and will notify each other of the name, address and telephone number its respective contacts. Until further notice in writing, the following are each Party’s respective contacts: (i)

For LICENSOR: Contract Administrator Intellectual Property Organization [CONTACT INFORMATION

(ii)

For LICENSEE: [NAME, ADDRESS, ETC.]

(b) All requests for information, documents and technical assistance and training services shall be made by LICENSEE or its SUPPLIERS in writing, or if made orally then confirmed in writing within seven (7) days after such request has been made, to the organization designated in Section 9.01(a). LICENSOR shall acknowledge requests made pursuant to this Section 9.01(b) in writing and shall within fourteen (14) days after the receipt of the written request indicate whether it will or will not comply with such request or propose an alternative to such request. 9.02 Until further notice in writing, any notice or other communication hereunder shall be deemed to be sufficiently given to the addressee and any delivery hereunder deemed made when sent by certified mail to the addresses set out in Section 9.01. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives on the respective dates entered below. [LICENSOR]

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By: [NAME] [TITLE] [COMPANY] Date: [LICENSEE] By: [NAME] [TITLE] [COMPANY] Date: THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY MANNER UNLESS EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES

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APPENDIX A DEFINITIONS ENHANCEMENTS mean any improvements, enhancements, modifications, changes, and/or alterations of the equipment, materials, process steps, or process parameters of the LICENSED PROCESS which individually or as a whole produce a material advantageous variation in productivity, cost, efficiency, quality, output, ease of use, or other similar characteristic of the LICENSED PROCESS. ENHANCEMENTS which correct a defect in the LICENSED PROCESS are those changes which allow the Parties to more reliably manufacture LICENSED PRODUCTS which meet the specification set forth in Appendix C. LICENSED PRODUCTS means [DEFINITION] LICENSED PROCESS means [DEFINITION]. LICENSOR means [LICENSOR] and its SUBSIDIARIES. LICENSEE means [LICENSEE]. LICENSED SITE means one of three locations of manufacture of LICENSED PRODUCTS by LICENSEE or a SUPPLIER which has been approved by the LICENSOR pursuant to Section 4.04. LICENSED TERRITORY means worldwide. QUALIFIED LICENSED SITE means the first LICENSED SITE at which the qualification process of APPENDIX C is followed. RELATED PARTIES of LICENSOR means its SUBSIDIARIES, and [PARENTS, SISTERS, RELATED COMPANIES, ETC.] and its SUBSIDIRIES. SPECIFIED PATENT means United States Patent No. [PATENT NUMBER] and all counterpart patents issuing in any and all countries of the world corresponding to the foregoing patent; and all continuations, reissues and extensions of any of them.

1

SUBSIDIARY of a company means a corporation or other legal entity (i) the majority of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter controlled by such company either directly or indirectly; or (ii) which does not have outstanding shares or securities but the majority of whose ownership interest representing the right to manage such corporation or other legal entity is now or hereafter owned and controlled by such company either directly or indirectly; but any such corporation or other legal entity shall be deemed to be a SUBSIDIARY of such company only as long as such control or ownership and control exists. SUPPLIER of LICENSEE means an entity approved by LICENSOR which has agreed to be bound by the terms and conditions of this Agreement by executing a copy of this Agreement and has agreed to manufacture LICENSED PRODUCTS only for the LICENSEE pursuant to Section 4.04 of this Agreement. TECHNICAL INFORMATION means information that is furnished by LICENSOR to LICENSEE or its SUPPLIERS in the performance of this Agreement, and information that is identified in Appendix B.

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APPENDIX B TECHNICAL INFORMATION TO BE FURNISHED [RECITATION OF TECHNICAL INFORMATION]

1

APPENDIX C Qualification Specifications [QUALIFICATION SPECIFICATIONS]

2

APPENDIX D APPROVED SUPPLIERS [LIST OF APPROVED SUPPLIERS]

1

APPENDIX E ROYALTY RATES [LIST OF PRODUCTS AND CORRESPONDING ROYALTY RATES]

2