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.

5
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

7
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.

8
 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.

17
 (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.

18
 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]

19
 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

20
 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.

2
 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]