Common use of Term of Agreement and Early Termination Clause in Contracts

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the Licensed Patents are enforceable. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreement. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreement, in whole or in part, except as otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such termination.

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth 12.1 Unless otherwise terminated by operation of law or by acts of the Parties in this Section and accordance with the terms and conditions set forth in Exhibits B and Cof this Agreement, this Agreement shall be effective as of the date of execution by the last signing Party and shall remain in effect for as long as the Licensed Patents are enforceablelonger of 17 years or the life of any issued patent(s) or upon the extinguishment, including the appeal thereof, of all WSRC Patent Rights, whichever occurs first. 9.2 12.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching other Party within has gone uncorrected for sixty (60) calendar days from receipt after the other Party has been notified in writing of such breach. 12.3 LICENSEE shall provide notice (“Cure Period”). If to WSRC of its intention to file a voluntary petition in bankruptcy or of another party's intention to file an involuntary petition in bankruptcy for LICENSEE, said notice to be received by WSRC at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within least thirty (30) calendar days, owe Alliance all payments due, including but not limited days prior to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year filing such a petition. LICENSEE's failure to provide such notice to WSRC of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance intentions shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s deemed a material and incurable breach of this Agreement. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreement, in whole or in part, except as otherwise permitted by the terms of this Agreement. 9.6 Licensee 12.4 LICENSEE agrees that this Agreement shall automatically terminate if Licensee attempts, in upon any way, attempt by LICENSEE to pledge its offer LICENSEE's rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that 12.5 LICENSEE, if not then in the event Licensee by its own actions or the action breach of any portion of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretionthis Agreement, may immediately voluntarily terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with upon giving sixty (60) days prior written notice to WSRC and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, upon timely reporting/payment to WSRC of any and all upfront fees due at earned royalties due, including those royalties accruing during the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due notice period, or the sum of the pro rata portion of any annual minimum annual royalties due at in the end of the accounting period year of such termination, whichever is greater.

Term of Agreement and Early Termination. 9.1 Subject 10.1 This Agreement shall extend from the effective date of this Agreement to the date of expiration of the last-to-expire of the United States patents which arise from the Proprietary Rights of Exhibit A. This Agreement is subject to early termination as set forth in this Section herein below and the terms and conditions set forth in Exhibits Exhibit B and C, Exhibit C attached hereto and hereby incorporated into this Agreement shall be effective for as long as the Licensed Patents are enforceableby reference thereto. 9.2 10.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision by the other Party has gone uncorrected for sixty (60) days after the other Party has been notified in writing of such breach. Practice of the licensed Proprietary Rights outside the scope of the grant by Licensee, its Affiliates, and Sublicensees shall be an uncorrectable breach of this Agreement and the asserted breach has not been cured this Agreement may be terminated upon written notice thereof by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this AgreementEnergy Systems. 9.3 10.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patentsof the Exhibit A Proprietary Rights, for any reason, but only after the time for appealing said extinguishment has expired. 9.4 If 10.4 Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written provide notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreement, in whole or in part, except as otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance Energy Systems of its intention to file a voluntary petition in bankruptcy or of another’s communicated another party's intention to file an involuntary petition in bankruptcybankruptcy for Licensee, said notice to be received by Energy Systems at least thirty (30) days prior to filing such a petition. Licensee's failure to provide such notice to Energy Systems of such intentions shall be deemed a material, pre-petition, incurable breach of this Agreement. 9.8 10.5 Licensee agrees that this Agreement shall automatically terminate upon any attempt by Licensee to offer Licensee's rights under this Agreement as collateral to a third party. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 10.6 Licensee may terminate this Agreement without cause further payment upon written notice to Energy Systems, if such notice is received by Energy Systems on or before December 31, 1995. On any decision to terminate, made after December 31, 1995, Licensee provides Alliance with agrees to pay Energy Systems the pro rata portion of the next payment obligation that is due. Such portion of the next payment obligation due shall be based on a period which ends sixty days after Licensee submits, to Energy Systems, a written notice of termination. 10.7 Termination under any of the provisions of this Article of the license granted to Licensee in this Agreement shall terminate all sublicenses which may have been granted by Licensee, provided that any Sublicensee may elect to continue its sublicense by advising Energy Systems in writing, within sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum Sublicensee's receipt of the pro rata portion of any minimum annual royalties due at the end of the accounting period written notice of such termination, of its election, and of its agreement to assume, in respect to Energy Systems, all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee. Any sublicense granted by Licensee shall contain provisions corresponding to those of this paragraph respecting termination and the conditions of continuance of sublicenses.

Term of Agreement and Early Termination. 9.1 Subject This Agreement shall run for a period of five (5) years from the effective date of this Agreement subject to early termination as set forth in this Section hereinbelow and the terms and conditions set forth in Exhibits Exhibit B and C, Exhibit C attached hereto and hereby incorporated into this Agreement by reference thereto. At the end of the first five (5) year period and every five (5) year period thereafter, LMER shall review Licensee's progress in the Development and Commercialization plan outlined in Exhibit C and the royalty payments outlined in Exhibit B. If said review indicates that Licensee has satisfied substantially all the terms of the Development and Commercialization plan outlined in Exhibit C and has paid all royalties due until the date of the review and is able to satisfy the worldwide demand for Products, in the Licensed Field at the time of the review, LMER shall grant an automatic extension of this Agreement for an additional five (5) year period until the end of the life of the last-to expire Proprietary Rights of Exhibit A, or until the time period for prosecution and appeal on the merits for issue of all U.S. Patents on the Proprietary Rights is exhausted at which time this Agreement is terminated. If Licensee is not able to satisfy the Development and Commercialization plan outlined in Exhibit C at the time of such review, the grant of the Agreement shall convert irrevocably from a sole commercial grant to a non-exclusive grant in the same Licensed Field maintaining the same royalty rates and annual minimum royalties as outlined in Exhibit B of this Agreement and Article 6. Infringement by Third Parties et seq. shall be effective for replaced by Article 6. Infringement by Third Parties et seq. as long as the Licensed Patents are enforceableset forth in Exhibit D. attached hereto. 9.2 Either Party party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within other party has gone uncorrected for sixty (60) calendar days from receipt after the other party has been notified in writing of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreementbreach. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patentsof the Exhibit A Proprietary Rights, for any reason, but only after the time for appealing said extinguishment has expired. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that AllianceLMER, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreement's interest, in whole or in part, in this Agreement to any other party, including but not limited to any receiver, trustee, or creditor; except as otherwise permitted a transfer to a party succeeding to substantially all of the assets of Licensee's business which relate to the subject matter of this Agreement, upon the written approval of LMER based on verification of the scope of the transfer. 9.5 Licensee shall provide notice to LMER of its intention to file a voluntary petition in bankruptcy or of another party's intention to file an involuntary petition in bankruptcy for Licensee, said notice to be received by the terms LMER at least thirty (30) days prior to filing such a petition. Licensee's failure to provide such notice to LMER of such intentions shall be deemed a material, pre-petition, incurable breach of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if upon any attempt by Licensee attempts, in any way, to pledge its offer Licensee's rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with upon sixty (60) days prior notice and pays Alliance: (a) to LMER upon paying LMER all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum succeeding two years of minimum royalties under Exhibit B which ever is the pro rata portion of any minimum annual royalties due at the end of the accounting period of such terminationgreatest.

Term of Agreement and Early Termination. 9.1 Subject This Agreement shall until the expiration of the last to expire of the Proprietary Rights subject to early termination as set forth in this Section hereinbelow and the terms and conditions set forth in Exhibits B Exhibit B1, Exhibit B2 and C, Exhibit C attached hereto and hereby incorporated into this Agreement shall be effective for as long as the Licensed Patents are enforceableby reference thereto. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other Party after the non-breaching Party notifies the asserted breaching Party of a breach of any material provision of this Agreement and the asserted breach has not been cured by the asserted breaching other Party within has gone uncorrected for sixty (60) calendar days from receipt after the other Party has been notified in writing of such notice (“Cure Period”)breach. If at In the end event of a breach, either Party shall have the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree right to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreementlaw. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patentsof the Exhibit A Proprietary Rights, for any reason. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written provide notice to LMER of its intention to file a voluntary petition in bankruptcy or of another party's intention to file an involuntary petition in bankruptcy for Licensee. Licensee's failure to provide such notice to LMER of such intentions shall be deemed a material, to terminate pre-petition, incurable breach of this Agreement in accordance with its early termination requirementsAgreement. 9.5 The Parties agree that AllianceExcept in the event of a sale to, or merger with, a party succeeding to substantially all of the assets of the Licensee which relate to the subject matter of this Agreement and subject to execution of a substantially similar copy of this Agreement whereby the succeeding party accepts all terms and conditions hereof, LMER, at its sole discretion, may immediately terminate this Agreement upon any attempted attempt by Licensee to transfer of Licensee’s interest in this Agreementits interest, in whole or in part, except as otherwise permitted by the terms in this Agreement to any other party. 9.6 The Parties agree that Licensee, if not then in breach of any portion of Exhibit B1 or Exhibit B2 of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately voluntarily terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with upon sixty (60) days prior notice to LMER and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time payment to LMER of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the a pro rata portion share of any minimum annual royalties royalty due at LMER in the end of the accounting period year of such termination.

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the Licensed Patents are enforceable. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-non- breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreement. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of article 2.3, Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s 's interest in this Agreement, in whole or in part, to any other party except to a wholly owned subsidiary of the Licensee or as may be otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third partyparty or fails to report a Change in Control even according to Section 18.3. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s 's communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the all accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such termination.

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the Licensed Patents are enforceable. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-non- breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs Cost reimbursements, if applicableupfront fees, milestones milestone payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreement. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Subject to Sublicenses granted, if any, and consistent with the requirements of this Agreement, the Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s 's interest in this Agreement, in whole or in part, to any other party except to a wholly owned subsidiary of Licensee or as may be otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s 's communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the all accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such termination.

Term of Agreement and Early Termination. 9.1 Subject This Agreement shall remain in effect until the expiration of the "last-to-expire" Proprietary Rights of Exhibit A, subject to early termination as set forth in this Section hereinbelow and the terms and conditions set forth in Exhibits Exhibit B and C, Exhibit C attached hereto and hereby incorporated into this Agreement shall be effective for as long as the Licensed Patents are enforceableby reference thereto. 9.2 Either Party party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within other party has gone uncorrected for sixty (60) calendar days from receipt after the other party has been notified in writing of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreementbreach. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patentsof the Exhibit A Proprietary Rights, for any reason, but only after the time for appealing said extinguishment has expired. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that AllianceEnergy Systems, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreement's interest, in whole or in part, except as otherwise permitted in this Agreement to any other party. 9.5 Licensee shall provide notice to Energy Systems of its intention to file a voluntary petition in bankruptcy or of another party's intention to file an involuntary petition in bankruptcy for Licensee, said notice to be received by the terms Energy Systems at least thirty (30) days prior to filing such a petition. Licensee's failure to provide such notice to Energy Systems of such intentions shall be deemed a material, pre-petition, incurable breach of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if upon any attempt by Licensee attempts, in any way, to pledge its offer Licensee's rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a upon sixty (60) days written notice to Licensee in the event that a creditor or other claimant takes possession ofEnergy Systems and upon paying Energy Systems all royalties due on actual sales of Product, or a receiverthe pro rata portion of any annual minimum royalty due up through the termination date during the anniversary years described in Exhibit B, administrator or similar officer whichever amount is appointed over any of greater. The one-year periods covered by the assets of Licenseepro-rata requirement will commence on January 1, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy1997, and every anniversary thereafter. 9.8 Licensee may terminate this Agreement without cause if upon written notice to Energy Systems before the second installment of time "Up-Front" fee, described in Exhibit B, is due. Receipt of such notice by Energy Systems win remove any further payment obligation by Licensee. If such notice of termination is received by Energy Systems after the date when such second installment is due, Licensee provides Alliance with will be required to make such second installment payment before terminating the Agreement. 9.9 Licensee may also terminate this Agreement upon sixty (60) days prior written notice and pays Alliance: (a) all Patenting Cost reimbursementto Energy Systems, as applicablewithout further payment to Energy Systems, if termination occurs after the second-installment of the "Up-Front" fee of Exhibit B has been paid by Licensee, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such terminationbefore January 1, 1997.

Term of Agreement and Early Termination. 9.1 8.1. Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the any claim of a Licensed Patents are Invention is enforceable. 9.2 8.2. Either Party shall have the right to terminate this Agreement with cause and without judicial resolution or intervention upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“"Cure Period”"). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 18.1 below. If Alliance MRI is the non-breaching Party under this Section 9.28.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, MRI the Continuous Royalties due if applicable, milestones payments and continuous royalties due or greater than the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greaterprepaid Minimum Annual Royalty. Licensee acknowledges and agrees that Alliance MRI shall be entitled to seek any additional remedies available at law or equity to Alliance MRI for Licensee’s 's breach of this Agreement. 9.3 8.3. This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed PatentsInventions, for any reason. 9.4 8.4. If Licensee fails to (a) satisfy the requirements of Exhibits B and C; (b) maintain records which substantially meets the requirements of Section 4.1; (c) permit an audit pursuant to Section 4.1; and (d) make a report which substantially meets the requirements of Section 4.2; or C cure such breach within sixty (60) calendar days after MRI has given written notice of such breach, then Alliance MRI shall have the right, to exercise at its sole discretion and with thirty (30) calendar days written notice to Licensee, Licensee to terminate this Agreement in accordance with its early termination requirements. 9.5 8.5. The Parties agree that AllianceMRI, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s 's interest in this Agreement, in whole or in part, to any other party except to a wholly owned subsidiary of the Licensee or as may be otherwise permitted by the terms of this Agreement. 9.6 8.6. Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 8.7. Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance MRI shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. United States Code, as amended, on or against the exercise of the rights and remedies available to AllianceMRI; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that AllianceMRI, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance MRI of its intention to file a voluntary petition in bankruptcy or of another’s 's communicated intention to file an involuntary petition in bankruptcy. 9.8 8.8. Licensee may terminate this Agreement without cause if Licensee provides Alliance MRI with sixty (60) calendar days prior written notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees MRI the Continuous Royalties due at if greater than the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such terminationprepaid Minimum Annual Royalty.

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this This Agreement shall be effective run for as long as the Licensed Patents are enforceablelife of the last-to-expire of the Proprietary Rights. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other Party after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching other Party within has gone uncorrected for sixty (60) calendar days from receipt after the other Party has been notified in writing of such notice (“Cure Period”)breach. If at In the end event of a breach, either Party shall have the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree right to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreementlaw. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patentsof the Exhibit A Proprietary Rights, for any reason. 9.4 Licensee shall provide notice to UT-BATTELLE of its intention to file a voluntary petition in bankruptcy or of another party's intention to file an involuntary petition in bankruptcy for Licensee. Licensee's failure to provide such notice to UT-BATTELLE of such intentions shall be deemed a material, pre-petition, incurable breach of this Agreement. 9.5 If Licensee fails duly notifies UT-BATTELLE, pursuant to satisfy the requirements provisions of Exhibits B the Infringement by Third Parties Section hereinabove, that: (1) an infringement of the Exhibit A Proprietary Rights by a third party has occurred; (2) such infringement has continued for a period in excess of two (2) years from such notification; and (3) such infringement has caused injury to Licensee in excess of the amount of royalties paid by Licensee during said two (2) year period, then Licensee may terminate this Agreement upon sixty (60) days notice to UT-BATTELLE. 9.6 UT-BATTELLE acknowledges that the Licensee, upon execution of this License Agreement will participate in a re-organization or C then Alliance shall merger wherein a third party will acquire the rights under this License Agreement; And this transaction will not be a breach of this Agreement and UT-BATTELLE will not have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, right to terminate this Agreement in accordance with its early termination requirementsbased on such re-organization or merger. 9.7 Except as provided in section 9.5 and 9.6 above, in the event of a sale to a party succeeding to substantially all of the assets of the Licensee which relate to the subject matter of this Agreement and subject to execution of a substantially similar copy of this Agreement whereby the succeeding party accepts all terms and conditions hereof, this Agreement shall automatically terminate upon any attempt by Licensee to transfer its interest, in whole or in part, in this Agreement to any other party. 9.8 The Parties agree that Alliancethat, except as provided in section 9.5 and 9.6 above, UT-BATTELLE, at its sole discretion, may immediately terminate this Agreement upon any attempted attempt by Licensee to transfer of Licensee’s its interest in this Agreement, in whole or in partpart in this Agreement to any other party without prior written approval by UT-BATTELLE. 9.9 The Parties agree that Licensee, except as otherwise permitted by the terms if not then in breach of any portion of Exhibit B of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately voluntarily terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with upon sixty (60) days prior notice to UT-BATTELLE and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time payment to UT-BATTELLE of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the a pro rata portion share of any minimum annual royalties royalty due at UT-BATTELLE in the end of the accounting period year of such termination.

Term of Agreement and Early Termination. 9.1 Subject 11.1 This Agreement shall remain in force for the life of the patent(s) as listed in Exhibit A from the date hereof unless sooner terminated by an agreement by both parties or as provided herein, with such notice of termination being provided at least sixty (60) days prior to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and Ceffective date, provided that this Agreement shall be effective for as long as not extend beyond the Licensed Patents are enforceablelife of the patents licensed hereunder. 9.2 Either Party shall 11.2 If either party defaults for any reason in any of its obligations hereunder, the other party will have the right to terminate this Agreement with cause and without judicial resolution upon by giving written notice of termination at least sixty (90) days prior to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year effective date of such termination, whichever such notice specifying the default; however, that such notice will be of no effect and termination will not occur if the specified default is greater. Licensee acknowledges and agrees that Alliance shall be entitled remedied prior to seek any additional remedies available at law to Alliance for Licensee’s breach said effective date of this Agreementtermination. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to 11.3 Honeywell may terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreement, in whole or in part, except as otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that forthwith in the event Licensee of (i) the bankruptcy of Licensee; (ii) an assignment for the benefit of creditors of Licensee, (iii) the nationalization of the industry which encompasses any of the Products and/or Services, limited only within the nationalizing country; (iv) any suspension of payments hereunder by its own actions governmental regulation, (v) the Licensee’s failure to commercialize the licensed technology under this Agreement; (vi) or the action existence of a state of war between the United States of America and any country where the Licensee has a License to manufacture Products and/or Services. In the event of its shareholders a change of control (defined below) of the Licensee, whether resulting from a merger, acquisition, consolidation or creditors otherwise, shall also result in the termination of this Agreement unless the acquiring person or entity agrees to the terms and conditions of this Agreement in writing. A “Change of Control” shall mean: the acquisition by any individual, entity or group (if applicablewithin the meaning of Section 13(d)(3) or 14(d)(2) under the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of the outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change-of-Control: (w) any original issuance by the voting securities entitled to vote generally in the election of directors of the Company (the “Voting Stock”) outstanding immediately prior to consummation of such acquisition continue to hold at least fifty percent (50%) of the Company’s Voting Stock after such acquisition, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (w), files (x) and (y) immediately preceding; or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978individuals who, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Codedate hereof, as amended, on or against constitute the exercise Board of Directors of the rights Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company unless they are replaced with a slate nominated by at least a majority of the Incumbent Board and remedies available further provided that any individual becoming a director subsequent to Alliancethe date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then compromising the Incumbent Board shall, for purposes of this subparagraph (ii), be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board of Directors of the Company acting by at least a majority thereof; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means or consummation of a written notice to Licensee in the event that a creditor reorganization, merger or other claimant takes possession of, consolidation or a receiver, administrator sale or similar officer is appointed over any disposition of all or substantially all of the assets of Licenseethe Company (a “Business Combination”), in each case, unless, following such transaction: (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding voting securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the Voting Stock of the corporation resulting from such Business combination (including without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one of the subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding Voting Stock, (y) no individual, entity or group beneficially owns, directly or indirectly, twenty percent (20%) or more of the Voting Stock of such corporation except to the extent that such ownership existed prior to the Business Combination, and (z) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board, at the same time of execution of the initial agreement, or in by the event that Licensee makes any voluntary arrangement with its creditors action of the Board providing for such Business Combination; or becomes subject approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Any termination pursuant to this Paragraph 11.3 shall be without prejudice to any court rights or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcyclaims Honeywell may have against Licensee. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such termination.

Term of Agreement and Early Termination. 9.1 Subject This Agreement shall extend from the effective date of this Agreement to the date of expiration of the last-to-expire item in the Proprietary Rights of Exhibit A. This Agreement is subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the Licensed Patents are enforceablehereinbelow. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other Party after the non-breaching Party notifies the asserted breaching Party of a any material breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching other Party within has gone uncorrected for sixty (60) calendar days from receipt after the other Party has been notified in writing of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreementbreach. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patentsof the Exhibit A Proprietary Rights, for any reason, but only after the time for appealing said extinguishment has expired. 9.4 If Any assignment of this Agreement by Licensee fails shall require prior written concurrence of UT-Battelle, which shall not be unreasonably withheld. The Parties agree that it would be unreasonable for UT-Battelle to satisfy withhold its concurrence to any assignment of this Agreement (particularly an assignment from Licensee to any of its Affiliates, any purchaser of all or substantially all of its assets or to any successor corporation, including a successor corporation resulting from any merger or consolidation of Licensee with or into such corporation) unless such assignment would: (1) cause UT-Battelle to breach any provision of its Prime Contract with the requirements DOE; (2) be inconsistent with DOE policy that is in effect at the time such assignment request is received by UT-Battelle, made applicable to UT-Battelle, and relates to technology transfer and foreign owned or controlled individuals, organizations, or entities; or (3) materially alter any of Exhibits B UT-Battelle's rights or C then Alliance shall have duties under this Agreement. Any assignee of Licensee must abide by the rightterms and conditions of this Agreement, in conformance with all UT-Battelle obligations to exercise at its sole discretion with thirty (30) days DOE under the Prime Contract. Upon written notice to Licensee, to terminate UT-Battelle may transfer its Administration of this Agreement in accordance with to DOE or its early termination requirementsdesignee, and UT-Battelle shall have no further responsibilities except for the confidentiality and/or non-disclosure obligations of this Agreement. 9.5 The Parties agree that AllianceLicensee shall provide notice to UT-Battelle of its intention to file a voluntary petition in bankruptcy, or of another party's intention to file an involuntary petition in bankruptcy for Licensee to the extent Licensee is aware of such intent, said notice to be received by UT-Battelle at its sole discretionleast twenty (20) days prior to filing such a petition. Licensee's failure to provide such notice to UT-Battelle of such intentions shall be deemed a material, may immediately terminate this Agreement upon any attempted transfer of Licensee’s interest in this Agreementpre-petition, in whole or in part, except as otherwise permitted by the terms incurable breach of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its it may only offer Licensee's rights under this Agreement as collateral to a third partyparty with UT-Battelle's written consent, not to be unreasonably withheld. 9.7 Licensee hereby agrees The Parties agree that Licensee, if not then in the event Licensee by its own actions or the action breach of any portion of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretionthis Agreement, may immediately voluntarily terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with upon sixty (60) days prior notice to UT-Battelle and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time payment to UT-Battelle of termination; and (b) the greater of: the sum of the accrued continuous royalties due or the sum of the a pro rata portion share of any minimum annual royalties royalty due at UT-Battelle in the end of the accounting period year of such termination. 9.8 Termination under any of the provisions of this Article of the rights granted to Licensee under Articles 2.1 and 2.2 of this Agreement shall terminate all sublicenses which may have been granted by Licensee, provided that any Sublicensee may elect to continue its sublicense by advising UT-Battelle in writing, within sixty (60) days of the Sublicensee's receipt of written notice of such termination, of its election, and of its agreement to assume, in respect to UT-Battelle, all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee to the extent they pertain to the sublicense of Proprietary Rights. Any sublicense granted by Licensee shall contain provisions corresponding to those of this paragraph respecting termination and the conditions of continuance of sublicenses.

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the Licensed Patents are enforceable. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-non- breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs reimbursements, if applicable, milestones payments and continuous royalties due or the pro rata portion of any minimum annual royalties due at the end of the calendar year of such termination, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreement. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s 's interest in this Agreement, in whole or in part, to any other party except to a wholly owned subsidiary of the Licensee or as may be otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third party. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s 's communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the all accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such termination.

Term of Agreement and Early Termination. 9.1 Subject to early termination as set forth in this Section and the terms and conditions set forth in Exhibits B and C, this Agreement shall be effective for as long as the Licensed Patents are enforceable. 9.2 Either Party shall have the right to terminate this Agreement with cause and without judicial resolution upon written notice to the other after the non-breaching Party notifies the asserted breaching Party of a breach of any provision of this Agreement and the asserted breach has not been cured by the asserted breaching Party within sixty (60) calendar days from receipt of such notice (“Cure Period”). If at the end of the Cure Period the asserted breach has not been cured and there remains a dispute or controversy, the Parties may agree to seek to resolve the matter through the use of the procedures set forth in Section 19.1 below. If Alliance is the non-non- breaching Party under this Section 9.2, then Licensee shall, within thirty (30) calendar days, owe Alliance all payments due, including but not limited to then appropriate Patenting Costs Cost reimbursements, if applicableupfront fees, milestones payments milestone payments, Sublicensing Revenue and continuous royalties due or the pro rata portion of any outstanding minimum annual royalties due at the end of the calendar year of such terminationroyalties, whichever is greater. Licensee acknowledges and agrees that Alliance shall be entitled to seek any additional remedies available at law to Alliance for Licensee’s breach of this Agreement. 9.3 This Agreement shall terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason. 9.4 If Licensee fails to satisfy the requirements of article 2.4, Exhibits B or C then Alliance shall have the right, to exercise at its sole discretion with thirty (30) days written notice to Licensee, to terminate this Agreement in accordance with its early termination requirements. 9.5 The Subject to Sublicenses granted, if any, and consistent with the requirements of this Agreement, the Parties agree that Alliance, at its sole discretion, may immediately terminate this Agreement upon any attempted transfer of Licensee’s 's interest in this Agreement, in whole or in part, to any other party except to a wholly owned subsidiary of Licensee or as may be otherwise permitted by the terms of this Agreement. 9.6 Licensee agrees that this Agreement shall automatically terminate if Licensee attempts, in any way, to pledge its rights under this Agreement as collateral to a third partyparty or fails to report a Change in Control event according to Section 18.3. 9.7 Licensee hereby agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors (if applicable), files or has filed against it, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Alliance shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to Alliance; and Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that Alliance, at its sole discretion, may either immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency lawlaw or modify the grant provided in Article 2.1 from exclusive to nonexcluisve. Licensee will promptly inform Alliance of its intention to file a voluntary petition in bankruptcy or of another’s 's communicated intention to file an involuntary petition in bankruptcy. 9.8 Licensee may terminate this Agreement without cause if Licensee provides Alliance with sixty (60) days prior notice and pays Alliance: (a) all Patenting Cost reimbursement, as applicable, and all upfront fees due at the time of termination; and (b) the greater of: the sum of the all accrued continuous royalties due or the sum of the pro rata portion of any minimum annual royalties due at the end of the accounting period of such termination.