CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
Cooperative Agreement
between
The United States of America
U.S. Air Force, Air Force Materiel Command
0000 X Xxxxxx
Xxxxxx-Xxxxxxxxx XXX
Xxxxxx, XX 00000-0000
and
The Panda Project, Inc.
000 Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000-0000
Concerning Strategic Packaging for Single and Multi-Chip
Modules Very Small Peripheral Array (VSPA)
Agreement No.: F33615-96-2-5110
PR/DARPA Order No.: GWLMLFT-96-05162/AO A453-16
Total Amount of the Agreement: $4,034,625.00
Government share: $1,792.800.00
Recipient share: $2,241,825.00
Authority: 10 U.S.C. 2358, Pursuant to 10 U.S.C. 2371
Effective Date: Mail Date
Catalog of Federal Domestic Assistance number: 12.910
For The Panda Project For the United States of
America Xxxxxx Laboratory
/s/ Xxxxxxxx X. Xxxxx, Xx.10/18/96 /s/ Xxxxx X. Xxxxxx 96OCT22
Signature Date Signature Date
Xxxxxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxxx
Name Title: President & CEO Name, Grants Officer
Agreement No: F33615-96-2-5110
Page 2
Table of Contents
ARTICLES PAGE
-------- ----
Part I ADMINISTRATIVE INFORMATION
Article 1 Definitions 4
Article 2 Administrative Requirements 4
Article 3 Administrative Responsibilities 4
PART II TERM
Article 4 Recognition of Pre-Award Costs 5
Article 5 Term of the Agreement 5
Article 6 Termination 6
Article 7 Extending the Term 6
Article 8 Additional Effort 6
PART III MANAGEMENT OF THE PROJECT
Article 9 Scope and Management of the Program 7
Article 10 Program Management Planning Process 7
Article 11 Modifications 8
Article 12 Title to Property 8
PART IV FINANCIAL MATTERS
Article 13 Cost Principles 8
Article 14 Standards for Financial Management Systems 9
Article 15 Allotted Funding 9
Article 16 Payment 9
Article 17 Program Income 10
Article 18 Cost Sharing and Matching 10
PART V DISPUTES
Article 19 Disputes 10
PART VI INTELLECTUAL PROPERTY RIGHTS
Article 20 Patent Infringement 11
Article 21 Inventions 11
Article 22 Data Rights 12
Article 23 Foreign Access to Technology 13
PART VII TECHNICAL AND FINANCIAL REPORTING
Article 24 Quarterly Reports 15
Article 25 Annual Program Plan 15
Article 26 Special Technical Reports 15
Article 27 Final Report 15
Article 28 Payable Milestone Reports and Invoices 16
PART VIII MISCELLANEOUS PERFORMANCE ISSUES
Article 29 Using Technical Information Resources 16
Article 30 Procurement Standards 16
PART IX CERTIFICATIONS
Article 31 Certification 16
ATTACHMENTS
1 Statement of Work 18
2 Schedule of Payable Milestones 19
3 Cost Matching Summary and Schedule 20
PART I. ADMINISTRATIVE INFORMATION
ARTICLE 1. DEFINITIONS
The term "parties" as used herein shall refer to The Panda Project and the
United States of America, hereinafter called the Government, represented by
Xxxxxx Laboratory.
The term "agreement" as used herein shall refer to these articles and the
attachments hereto.
The term "agreement year" as used herein shall refer to each consecutive twelve
month period from the effective date of this agreement throughout the term of
the agreement.
The term "recipient" shall refer to The Panda Project.
The term "program" shall refer to the Strategic Packaging for Single and
Multi-Chip Modules Very Small Peripheral Array (VSPA).
ARTICLE 2. ADMINISTRATIVE REQUIREMENTS
A. This agreement will be administered in accordance with, and recipients shall
comply with the requirements of, the Interim-Guidance draft of DOD 3210.6-R, the
DOD Grant and Agreement Regulations (DODGARs) (4 Feb 94), Parts 22, 25, 28, 31,
34, 36, and 37.
B. In the event of a conflict between the terms of this agreement and other
governing documents, the following shall be the order of precedence, in
descending order:
1. The DODGARs
2. The articles in this agreement
3. The attachments to this agreement
ARTICLE 3. ADMINISTRATIVE RESPONSIBILITIES
Grant Officer: Xxxxx X. Xxxxxx
XX/MLKT, Xxxx. 0
0000 X Xxxxxx
Xxxxxx-Xxxxxxxxx XXX, XX 00000-0000
(000) 000-0000
(000) 000-0000 Fax
Grants Administration Office: DCMC Seattle
ATTN: Xxxxxxxx Xxxxxx
0000 000xx Xxx., XX. Xxxxx 000
Xxxxxxxx, XX 00000-0000
Government Program Manager: Xxx Xxxxx
WL/MTMC, Xxxx. 000
0000 X Xxxxxx, Xxxxx 0
Xxxxxx-Xxxxxxxxx XXX, XX 00000-0000
(000) 000-0000
(000) 000-0000 Fax
Payment Office: DFAS-CO-JSA/Southeast
P. O. Box 182225
Xxxxxxxx, XX 00000-0000
0-000-000-0000
Servicing Staff Judge Advocate's office (for invention reporting):
Staff Judge Advocate
Patents Monitoring Office
ATTN: AFMC LO/JAZI
Bldg. 11,2240 X Xxxxxx, Xxxxx 0
Xxxxxx-Xxxxxxxxx XXX, XX 00000-0000
(000) 000-0000
Recipient's Program Manager: Xxxx Xxxxxxxxx
Archistrat Technologies Division
The Panda Project
000 Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000-0000
(000) 000-0000
(000) 000-0000 Fax
PART II. TERM
ARTICLE 4. RECOGNITION OF PRE-AWARD COSTS
Costs may be incurred by the recipient up to 90 days prior to the effective date
of this agreement to the same extent as if incurred after award.
ARTICLE 5. TERM OF THE AGREEMENT
The term of this agreement commences on the effective date shown on the face of
the agreement, and continues for 12 months. If all funds are expended prior to
the end of the term (including recipient contributions, both cash and in-kind),
the parties have no obligation to continue performance and may elect to cease
development at that point. Articles in this agreement which by their express
terms or by necessary implication, apply for periods of time other than as
specified in this article shall be
given effect, notwithstanding this article.
ARTICLE 6. TERMINATION
A. The grants officer may terminate this agreement by written notice to the
recipient upon a finding that the recipient has failed to comply with the
material provisions of this agreement.
B. Additionally, this agreement may be terminated by either party upon written
notice to the other party, based upon a reasonable determination that the
project will not produce beneficial results commensurate with the expenditure of
resources. Such written notice shall be preceded by consultation between the
parties. In the event of a termination, the Government shall have a paid-up
Government purpose license in any subject invention, copyright work, data and
technical data made or developed under this agreement.
C. The government and the recipient will negotiate in good faith an equitable
reimbursement for work performed toward accomplishment of program goals. The
Government will allow full credit to the recipient for the Government share of
the obligations properly incurred by the recipient prior to termination, and
those noncancellable obligations that remain after the termination. The cost
principles and procedures described in the article entitled "Cost Principles"
shall govern all costs claimed, agreed to, or determined under this article.
ARTICLE 7. EXTENDING THE TERM
If the parties agree, the term of this agreement may be extended if funds are
available and research opportunities reasonably warrant. Any extension shall be
formalized through modification of the agreement by the grants officer and the
recipient.
ARTICLE 8. ADDITIONAL EFFORT
A. Before the completion date of the current performance period, the Government
may elect to support one period of additional effort. The Government's election
will be in the form of a bilateral modification to this agreement. Performance
of the additional effort will be based upon the statement of work and the
following terms and conditions:
1. The performance period for this additional effort will be 12 months.
2. The Government and recipient's share for the period of additional effort
will be negotiated prior to adding any additional effort.
B. If the Government elects to support additional effort,
provisions of this agreement will be amended accordingly.
PART III. MANAGEMENT OF THE PROJECT
ARTICLE 9. SCOPE AND MANAGEMENT OF THE PROGRAM
A. The Government and the recipient are bound to each other by a duty of good
faith and best effort in achieving the goals of this agreement. This agreement
is not intended to be, nor shall it be construed as, by implication or
otherwise, a partnership, a corporation, or other business organization.
B. The recipient shall perform a coordinated research and development program
carried out in accordance with the Statement of Work entitled "Strategic
Packaging for Single and Multi-Chip Modules Very Small Peripheral ARRAY (VSPA),"
Attachment 1.B. to this agreement. The recipient shall submit all documentation
required by Part VII, Technical and Financial Reporting.
C. The overall management, including technical, programmatic, reporting,
financial and administrative matters, of the coordinated research program
established under this agreement shall be accomplished by the recipient. The
Government program manager may, at his/her discretion, interact with the
recipient to promote effective collaboration between the recipient and the
Government. All technical and/or funding changes to this agreement must first be
approved by the Government, and the agreement modified in accordance with the
articles entitled "MODIFICATIONS."
D. A kickoff meeting will be conducted within thirty days following the
cooperative agreement award date. The recipient will establish a schedule of
quarterly technical meetings, and notify the Government program manager of the
schedule. The subject matter for these meetings will include but not be limited
to technical progress, associated research, and possible options that require
further exploration in future work. Both Government and the recipient will
jointly review the subject matter and make decisions on how the planned research
will proceed within the scope of the effort. The Government program manager
shall participate in all technical meetings. Other Government personnel, as
deemed appropriate, may also participate.
ARTICLE 10 PROGRAM MANAGEMENT PLANNING PROCESS
A. For the first agreement year, the recipient will follow the annual program
plan that is contained in the Statement of Work (Attachment 1.B.), and the
Schedule of Payable Milestones in
Attachment 2.
B. The recipient, with Government program manager involvement, will prepare an
Annual Program Plan in the first quarter of each subsequent agreement year. This
Plan will be presented for review and approval at the appropriate quarterly
technical meeting, attended by the Government program manager and other
Government personnel as appropriate.
C. The Annual Program Plan provides a detailed schedule of project activities,
commits the recipient to use its best efforts to meet specific performance
objectives, includes forecasted expenditures and describes the payable
milestones. The Annual Program Plan will consolidate all prior adjustments in
the program schedule, including revisions/modifications to payable milestones.
ARTICLE 11. MODIFICATIONS
A. Modifications to this agreement may be proposed by either party. Only the
grants officer has the authority to act on behalf of the Government to modify
this agreement. The recipient will make recommendations for any modifications to
this agreement in writing, including justifications to support any changes to
the statement of work, and/or the payable milestones, and submit them to the
government program manager with a copy to the grants officer. The recipient
shall detail the technical, chronological, and financial impact of the proposed
modification to the program.
B. The Government is not obligated to pay for additional or revised payable
milestones until the payable milestone schedule (Attachment 2) is formally
revised by the grants officer and made a part of this agreement.
C. The grants officer may unilaterally make minor or administrative agreement
modifications (e.g., changes in the paying office or appropriation data, changes
to Government personnel identified in the agreement).
ARTICLE 12. TITLE TO PROPERTY
Title to all real property and nonexpendable tangible personal property
purchased by the recipient with federal funds under this agreement is vested in
the Government. The recipient must obtain the prior approval of the grants
officer before making any such purchases of real property or nonexpendable
tangible personal property with federal funds under this award.
PART IV. FINANCIAL MATTERS
ARTICLE 13. COST PRINCIPLES
Federal funds and funds counted as the recipient's cost share or match shall be
used only for costs that:
A. A reasonable and prudent person would incur, in carrying out the project
contemplated by this agreement; and
B. Are consistent with the purposes stated in the governing Congressional
authorizations and appropriations.
ARTICLE 14. STANDARDS FOR FINANCIAL MANAGEMENT SYSTEMS
A. The recipient shall maintain adequate records to account for the control and
expenditure of Federal funds received and cost matching required under this
agreement.
B. The recipient shall establish and maintain an accounting system that:
1. Complies with Generally Accepted Accounting Principles.
2. Controls and properly documents all cash receipts and disbursements.
C. The recipient's relevant financial records are subject to examination or
audit by or for the Government for a period not to exceed three years after
expiration of the term of this agreement. The grants officer or designee shall
have direct access to sufficient records and information of the recipient's
activities to ensure full accountability for all funding under this agreement.
Such audit, examination, or access shall be performed during business hours on
business days upon prior written notice and shall be subject to the security
requirements of the audited party.
ARTICLE 15. ALLOTTED FUNDING
The following funds are allotted to this agreement:
FUND CITE(S) AMOUNT
------------ ------
9760400 1302 X00 00XX 6L1000 0A4530 00000 63226E
503000 F03000 $1,792,800.00
ARTICLE 16. PAYMENT
A. The recipient shall be paid for each payable milestone accomplished in
accordance with the schedule of payable milestones at Attachment 2 and the
procedures of this article.
B. The recipient shall document the accomplishment of each payable milestone by
submitting or otherwise providing the payable milestone report required by the
article entitled "PAYABLE MILESTONE REPORTS AND INVOICES." The recipient shall
concurrently submit an original and 2 copies of the associated invoice to the
grants officer. The government program manager will review the report, verify
the accomplishment of the payable milestone, and notify the grants officer of
such in writing. After receipt of this verification by the Government program
manager, the grants officer will approve the payment in writing and forward the
invoice to the payment office. All invoices will be forwarded to the payment
office within thirty calendar days of receipt by the grants officer.
C. It is recognized that the quarterly accounting of current expenditures
reported in the "Quarterly Business Status Report" submitted in accordance with
the article entitled "Quarterly Reports" is not necessarily intended or required
to match the payable milestones until submission of the Final Report; however,
payable milestones may be revised during the course of the program to reflect
current and revised projected expenditures.
D. The Schedule of Payable Milestones is shown at Attachment 2.
17. PROGRAM INCOME
The provisions of Attachment D to OMB Circular A-110 (30 Jul 76) apply. All
program income earned during the project period shall be used to finance the
non-Government share of the project.
ARTICLE 18. COST SHARING AND MATCHING
A. The parties estimate that the statement of work for this agreement can only
be accomplished with the recipient aggregate resource contribution of
$4,034,625.00 from the effective date of this agreement through 12 months
thereafter. The recipient intends, and by entering into this agreement,
undertakes to cause to be provided these resources. Recipient contributions will
be provided as shown in Attachment 3. Failure of either party to provide its
respective total contribution may result in a unilateral amendment to the
agreement by the grants officer to reflect a proportional reduction in funding
for the other party.
B. The provisions of 32 CFR 34.2(a)(2) apply. The recipient's contributions may
count as cost sharing or matching only to the extent that they are used for
authorized purposes of the agreement, and such purposes are consistent with
applicable cost principles.
PART V. DISPUTES
ARTICLE 19. DISPUTES
A. General. Parties shall communicate with one another in good faith and in a
timely and cooperative manner when raising issues under this article. The
Department of Defense's policy is to try to resolve all issues concerning
agreements by mutual agreement at the grants officer's level.
B. Dispute Resolution Process.
1. Any disagreement, claim or dispute between the Government and the
recipient concerning questions of fact or law arising from or in connection with
this agreement, whether or not involving an alleged breach of this agreement,
may be raised only under this Article.
2. Whenever disputes, disagreements, or misunderstandings arise, the
parties shall attempt to resolve the issue(s) involved by discussion and mutual
agreement as soon as practicable. Failing resolution by mutual agreement, the
recipient shall submit to the grants officer, in writing, the relevant facts,
identifying unresolved issues and specifying the clarification or remedy sought.
Within 60 days of receipt of the written claim or issue in dispute, the grants
officer shall either:
a. Prepare a written decision on the issue, including the basis for the
decision, or
b. Notify the recipient of a specific date when he or she will render a
written decision, if more time is required to do so. The notice will include the
reason for delaying the decision.
3. In the event the recipient decides to appeal the decision of the grants
officer, they must do so within 30 calendar days of receipt of the decision. The
appeal must be submitted, in writing, to the Xxxxxx Laboratory Commander. The
Commander shall conduct a review of the matter and render a decision in writing
within 30 calendar days of receipt of the written appeal. Any such decision is
not subject to further administrative review and shall be final and binding
subject to judicial review.
PART VI. INTELLECTUAL PROPERTY RIGHTS
ARTICLE 20. PATENT INFRINGEMENT
The recipient agrees not to hold the U.S. Government responsible for any and all
patent infringement cases which may arise under any research projects conducted
under this agreement. In
addition, the recipient shall indemnify the Government against all claims and
proceedings for actual or alleged direct or contributory infringement of, or
inducement to infringe, any U.S. or foreign patent, trademark, or copyright
arising under this agreement and the consortium shall hold the government
harmless from any resulting liabilities and losses provided the recipient is
reasonably notified of such claims and proceedings. At its expense, the
recipient will have control of the defense or settlement of any such claim or
proceeding.
ARTICLE 21. INVENTIONS
A. The clause entitled "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms," (37 CFR 401) is hereby incorporated by reference and the
clauses in paragraph 401.14 are modified as follows: replace the word
"contractor" with "recipient"; replace the words "agency," "Federal Agency" and
"funding Federal Agency" with "government"; replace the word "contract" with
"agreement"; delete paragraphs (g)(2), (g)(3) and the words "to be performed by
a small business firm or domestic nonprofit organization" from paragraph (g)(1);
paragraph (1), Communications, point of contact on matters relating to this
clause will be the servicing Staff Judge Advocate's office identified elsewhere
in this agreement.
B. The recipient shall file Invention (Patent) Reports as of the close of the
performance year and at the end of the term for this Agreement. Annual reports
are due 60 days after the end of each year of performance and final reports are
due 60 days after the expiration of the final performance period. The recipient
shall use DD Form 882, Report of Inventions and Subcontracts, to file an
inventions report. Negative reports are also required. The recipient shall
submit the original and one copy to the servicing Staff Judge Advocate's office,
one copy to the Grants Administration Office, and one copy to the grants
officer, if different than the Grants Administration Office.
C. Final payment cannot be made nor can the agreement be closed out until the
recipient delivers to the Government all disclosures of subject inventions
required by this agreement, an acceptable final report pursuant to the article
entitled "FINAL REPORT", and all confirmatory instruments.
ARTICLE 22. DATA RIGHTS
A. Ownership rights to data and technical data, as defined in 48 CFR 27.401,
generated under this agreement shall vest in the recipient.
B. The recipient hereby grants to the U.S. Government a non-exclusive,
non-transferable, royalty-free, fully paid-up license to use, duplicate, or
disclose for governmental purposes any
data, technology and inventions, whether patented or not, made or developed
under this agreement. Government purposes include competitive procurement, but
do not include the right to have or permit others to use any data, technology
and inventions for commercial purposes.
C. The recipient reserves the right to protect by copyright original works
developed under this agreement. All such copyrights will be in the name of the
recipient. The recipient hereby grants the U.S. Government a non-exclusive,
non-transferable, royalty-free, fully paid-up license to reproduce, prepare
derivative works, distribute copies to the public, and perform publicly and
display publicly, for governmental purposes, any copyrighted materials developed
under this agreement, and to authorize others to do so. The recipient also
grants non-exclusive, non-transferable, royalty-free, fully paid-up licenses to
project subrecipients to use any copyrighted material developed under this
agreement for research purposes as necessary to fulfill the requirements of this
agreement.
D. The recipient is responsible for affixing appropriate markings indicating
rights on all data and technical data delivered under the agreement. The
Government shall be deemed to have unlimited rights in all data and technical
data delivered without markings.
ARTICLE 23. FOREIGN ACCESS TO TECHNOLOGY
This article shall remain in effect during the term of the agreement and for 2
years thereafter.
A. Definitions
"Foreign firm or institution" means a firm or institution organized or
existing under the laws of a country other than the United States, its
territories, or possessions. The term includes, for purposes of this agreement,
any agency or instrumentality of a foreign government; and firms, institutions
or business organizations which are owned or substantially controlled by foreign
governments, firms, institutions, or individuals.
"Know-how" means all information including, but not limited to discoveries,
formulas, materials, inventions, processes, ideas, approaches, concepts,
techniques, methods, software, programs, documentation, procedures, firmware,
hardware, technical data, specifications, devices, apparatus and machines.
"Technology" means discoveries, innovations, know-how and inventions,
whether patentable or not, including computer software, recognized under U.S.
law as intellectual creations to which rights of ownership accrue, including,
but not limited to, patents, trade secrets, mask works, and copyrights developed
under this agreement.
B. General. The parties agree that research findings and technology developments
in VSPA technology may constitute a significant enhancement to the national
defense, and to the economic vitality of the United States. Accordingly, access
to important technology developments under this agreement by foreign firms or
institutions must be carefully controlled. The controls contemplated in this
article are in addition to, and are not intended to change or supersede, the
provisions of the International Traffic in Arms Regulation (22 CFR pt. 121 et
seq.), the DOD Industrial Security Regulation (DOD 5220.22-R) and the Department
of Commerce Export Regulation (15 CFR pt. 770 et.seq.)
C. Restrictions on Sale or Transfer of Technology to Foreign Firms or
Institutions.
1. In order to promote the national security interests of the United States
and to effectuate the policies that underlie the regulations cited above, WITH
THE EXCEPTION OF ANY TRANSFER OF TECHNOLOGY IDENTIFIED IN THE "CONSENTS OF THE
GOVERNMENT UNDER ARTICLE 23.C.," SIGNED BY THE GRANTS OFFICER ON 17 OCT 96, the
procedures stated in subparagraphs C.2, C.3, and C.4 below shall apply to any
transfer of technology. For purposes of this paragraph, a transfer includes a
sale of the company, and sales or licensing of technology. Transfers do not
include:
a. sales of products or components, or
b. licenses of software or documentation related to sales of products
or components, or
c. transfer to foreign subsidiaries of the recipient for purposes
related to this agreement, or
d. transfer which provides access to technology to a foreign firm or
institution which is an approved source of supply or source for the conduct of
research under this agreement provided that such transfer shall be limited to
that necessary to allow the firm or institution to perform its approved role
under this agreement.
2. The recipient shall provide timely notice to the Government of any
proposed transfer from the recipient of technology developed with Government
funding under this agreement to foreign firms or institutions. If the Government
determines that the transfer may have adverse consequences to the national
security interests of the United States, the recipient, its vendors, and the
Government shall jointly endeavor to find
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS
alternatives to the proposed transfer which obviate or mitigate potential
adverse consequences of the transfer but which provide substantially equivalent
benefits to the recipient.
3. In any event, the recipient shall provide written notice to the
Government program manager of any proposed transfer to a foreign firm or
institution at least 60 calendar days prior to the proposed date of transfer.
Such notice shall cite this article and shall state specifically what is to be
transferred and the general terms of the transfer. Within thirty calendar days
of receipt of the recipient's written notification, the grants officer shall
advise the recipient whether it consents to the proposed transfer. In cases
where the Government does not concur or sixty calendar days after receipt and
the Government provides no decision, the recipient may utilize the procedures
under the article entitled "DISPUTES." No transfer shall take place until a
decision is rendered.
4. Except as provided in subparagraph C.1 above-***************************
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statement of fees generated from a Government approved foreign license will be
provided to the Government Grants Officer.
D. Lower Tier Agreements. The recipient shall include this article, suitably
modified, to identify the parties, in all subcontracts or lower tier agreements,
regardless of tier, for experimental, development, or research work.
PART VII. TECHNICAL AND FINANCIAL REPORTING
ARTICLE 24. QUARTERLY REPORTS
On or before ninety calendar days after the effective date of this agreement and
quarterly thereafter throughout the term of this agreement, the recipient shall
submit a quarterly report. Two copies shall be submitted or otherwise provided
to the Government program manager, and one copy shall be submitted to the grants
officer. The report will have two major sections:
A. Technical Status Report. The technical status report will detail technical
progress to date and report on all problems,
technical issues or major developments during the reporting period.
B. Business Status Report. The business status report shall provide summarized
details of the resource status of this agreement, including the status of the
contributions by both parties. This report will include a quarterly accounting
of current expenditures as outlined in the Annual Program Plan. Any major
deviations shall be explained along with discussion of proposed actions to
address the deviations.
ARTICLE 25. ANNUAL PROGRAM PLAN
The recipient shall submit to the Government program manager one copy of the
Annual Program Plan described in the article entitled "PROGRAM MANAGEMENT
PLANNING PROCESS." This plan shall be submitted not later than 30 calendar days
following the annual site review as described in the article entitled PROGRAM
MANAGEMENT PLANNING PROCESS."
ARTICLE 26. SPECIAL TECHNICAL REPORTS
As agreed to by the recipient and the Government program manager, the recipient
shall submit to the Government program manager one copy of special reports on
significant events such as significant target accomplishments by the recipient,
significant tests, experiments, or symposia.
ARTICLE 27. FINAL REPORT
A. Within 60 calendar days of completion or termination of this agreement, the
recipient shall submit a Final Report consisting of two parts, one addressing
the technical achievements and the second recapping the business/financial
aspects of the agreement. The technical portion of the report should be suitable
for publication and is to provide a recap of the program, discussing program
accomplishments. With the approval of the Government program manager, reprints
of published articles may be submitted or attached to the technical portion of
the Final Report. The business portion of the report shall contain a separate
discussion of total costs incurred, and total costs contributed by the recipient
with an explanation for any deviations from the original business plan. The
original and two copies shall be submitted to the Government program manager.
B. The recipient shall xxxx all data delivered with the following distribution
statement in accordance with MIL STD 1806:
"Distribution authorized to U.S. Government Agencies and their contractors;
Administrative or Operational Use, Oct 1996. Other requests for this document
shall be referred to WL/MTMC, Xxxx. 000, 0000 X Xxxxxx, Xxxxx 0,
Xxxxxx-Xxxxxxxxx AFB, OH
45433-7739."
ARTICLE 28. PAYABLE MILESTONE REPORTS AND INVOICES
The recipient shall submit to the Government program manager two copies of
documentation describing the extent of accomplishment of payable milestones.
This information shall be as required by the article entitled "PAYMENT," and
shall be sufficient for the Government program manager to verify the
accomplishment of the milestone event in accordance with the statement of work.
Each report shall have an associated invoice, which shall be submitted
concurrently to the grants officer (see article entitled "PAYMENT)
PART VIII. MISCELLANEOUS PERFORMANCE ISSUES
ARTICLE 29. USING TECHNICAL INFORMATION RESOURCES
To the extent practical, the recipient will use the technical information
resources of the Defense Technical Information Center (DTIC) and other
Government or private facilities to investigate recent and on-going research and
avoid needless duplication of scientific and engineering effort.
ARTICLE 30. PROCUREMENT STANDARDS
The recipient will:
A. Follow basic principles of business intended to produce rational decisions
and fair treatment in all contracts entered into under this agreement.
B. Comply with federal statutes, executive orders, regulations, and other legal
requirements applicable to contracts entered into under this agreement.
PART IX. CERTIFICATIONS
ARTICLE 31. CERTIFICATION
By signing the agreement or accepting funds under the agreement, the recipient
provides the:
A. Certification at Xxxxxxxx X, 00 XXX Part 25 regarding Drug-Free Workplace
Requirements.
B. Certification at Appendix A, 32 CFR Part 25 regarding Debarment, Suspension,
and Other Responsibility Matters--Primary
Covered Transactions.
C. Certification at Appendix A, 32 CFR Part 28 regarding Lobbying.
D. Assurance at 32 CFR Part 56.9(b) regarding Nondiscrimination on the Basis of
Handicap in Programs and Activities Assisted or Conducted by the Department of
Defense.
E. Assurance at 32 CFR 195.6 regarding Nondiscrimination in Federally Assisted
Programs of the Department of Defense--Effectuation of Title IV of the Civil
Rights Act of 1964.
VISION STATEMENT
STRATEGIC PACKAGING FOR SINGLE AND MULTI-CHIP MODULES USING
VERY SMALL PERIPHERAL ARRAYS (VSPA)
The Defense Advanced Research Projects Agency's (DARPA) funding of this effort,
if successful, will overtake the Pacific Rim-based electronic package module
design and manufacturing infrastructure with the development of the Very Small
Peripheral Array (VSPA) packaging, a U.S.-based breakthrough technology. This
packaging technology is extremely flexible and will have wide and deep
applications from Single Chip Modules (SCMs) to Multi-Chip Modules (MCMs), for
use in high frequency applications like cellular communications, Charge Coupled
Devices (CCDs) for solid state cameras, Personal Computer Memory Card
International Association (PCMCIA) cards, personal information appliances, and
other military applications. VSPA technology has the potential to leapfrog ALL
existing packaging technologies in both civilian and military applications.
This project dovetails well with DARPA's overall goals outlined in its mission
statement for packaging and interconnect, as well as with DARPA's prior
investments in the area of electronic packaging. It also clearly addresses the
concerns expressed in the Administration's report, ENHANCING THE COMPETITIVENESS
OF THE U.S. ELECTRONIC PACKAGING INDUSTRY (March 29, 1994) about the United
States lagging behind other countries in many important packaging areas,
particularly thin, small packages (i.e., VSPA packages). Finally, this project
addresses many of the goals outlined in the solicitation. VSPA is ideally suited
for the military and dual-use mixed signal products, in particular wireless
communications, PCMCIA cards and personal data assistants. Because of its low
unit cost, VBSPA could facilitate a significant cost reduction for the Armed
Services products.
The current cornerstone of the Integrated Circuit (IC) packaging industry is the
Quad Flat Pack (QFP) style of packaging. However, this package technology is
approaching its limits with respect to performance and the need for increased
leads. WFP, while currently the lowest cost style of packaging in the industry,
has 4 major drawbacks:
1. Large size (36 mm/superior 2/ at 304 I/Os)
2. Limited power dissipation capability
3. Degrading electrical performance as lead count (& size) increases
4. Decreasing reliability and assembly yields as lead count increases
1
The above drawbacks associated with QFPs has spawned the development of
alternative packaging technologies, the most notable of which is Ball Grid
Arrays (BGAs). However, BGAs suffer from drawbacks as well including
questionable Printed Wiring Board (PWB) assembly reliability, limited heat
dissipation capability, and not fitting into current IC packaging and PCB
assembly manufacturing infrastructure. An important added drawback that could
impact military use is the ability to survive a more harsh environment.
The proposed VSPA package is a U.S. invention that can provide many improvements
over existing packaging technologies. The development of this packaging
technology will yield the following benefits to the government and to the
electronics industry in general:
/bullet/ Small footprint (28 mm/superior 2/ at 312 I/Os) /bullet/ Low Weight
/bullet/ High I/O count (/greater than or equal to/ 600) /bullet/ Lower Card Cost
/bullet/ Reduced Design Time (Modular) /bullet/ Robust Construction
/bullet/ Reduced Manufacturing Cost /bullet/ Lower Overall "Use" Costs
(Preformed Package) /bullet/ Design Flexibility (Ease
/bullet/ Improved Mechanical and Electrical of Customization)
Characteristics
/bullet/ U.S. based Manufacturing Capability
STATEMENT OF WORK
STRATEGIC PACKAGING FOR SINGLE AND MULTI-CHIP MODULES
USING VERY SMALL PERIPHERAL ARRAYS (VSPA)
1. SCOPE
1.1 The objective of this program is to develop a set of Very Small Peripheral
Array (VSPA) products and process technologies, including a variety of multichip
modules, and to define the infrastructure to manufacture these packages on a
high volume, low cost basis.
The program objectives can be divided into four focus areas:
1. The design, development, and production of a family of VSPA-based
semiconductor packages.
2. The assembly of the chip to the package and the package to the Printed
Wiring Board (PWB).
3. Characterization and simulation of the package technology.
4. Demonstrating the viability of VSPA and ensuring the reliability of the
technology.
The specific objectives of the first year of the program are to:
/bullet/ complete the design, development and testing of the initial single chip
package technology
/bullet/ develop automated manufacturing processes that provide a significant
reduction in assembly cost, and to demonstrate fully automated chip placement
and wirebonding as well as encapsulation processes
/bullet/ insert a VSPA into a real application, and to measure user acceptance
and field reliability
In year two, the objectives are to deliver additional VSPA package versions,
including Multi-Chip Modules (MCM) version, alternative single chip version, a
flip chip version (referred to as C4), and test the viability of commercial
versions in a military environment. In year three, the objective is to develop 4
and 5 tier versions, and to explore reductions in cost by exploring alternative
materials and manufacturing processes.
1.2 BACKGROUND
The Panda Project has developed a package technology, called VSPA, that differs
from existing semiconductor packaging technologies in that it can provide more
I/Os in a smaller space, has improved electrical and thermal performance, is
more rugged, and has the
1
potential for overall lower costs than currently available technologies. Panda
has demonstrated an initial proof of concept with a 320 pin, staggered leaded
version of the VSPA technology. In addition, preliminary characterization work
has been done by Georgia Tech which verifies the potential for VSPA to deliver
better electrical and thermal performance than existing technologies. The
complete characterization of the technology is yet to be accomplished, as is the
design, testing, and manufacturability of the technology, in order to verify its
viability and reliability as a semiconductor packaging technology. The extension
of the single chip package concept to multichip packages, high frequency
(referred to as RF) specific packages and militarized versions needs to be
accomplished. In essence, the extensibility of the VSPA technology needs to be
developed and demonstrated if the industry, as well as the government, is to
take full advantage of this strategic packaging technology.
2.0 APPLICABLE DOCUMENTS
2.1 None
3.0 PHASE I - TECHNICAL REQUIREMENTS
3.1 TASK 1: ALTERNATIVE PINNING CONFIGURATIONS AND
PROCESSES
The recipient shall perform the following subtasks:
3.1.1 Define alternative hole and pin configurations for the VSPA SCM (Single
Chip Module) design with the objective of improving and enhancing the
manufacturability and reliability of the VSPA SCM technology.
3.1.2 Procure engineering test vehicles and evaluate configurations defined in
3.1.1 with respect to pin insertion, pin retention, wire bondability, and
overall design attributes.
3.1.3 Upgrade the current concept pin insertion equipment to incorporate
previously defined design improvements. Evaluate performance to incorporate
learning into next generation equipment.
3.1.4 Define requirements and design for a lead straightening tool. Demonstrate
the lead straightening tool for use with VSPA after device assembly.
3.1.5 Define specifications and design for second generation assembly machine.
3.1.6 Design and demonstrate automated pin feeder concepts.
3.1.7 Design and demonstrate automated plastic frame feeder concepts.
3.1.8 Design and demonstrate ganged pin insertion concepts.
3.1.9 Issue reports documenting the findings for each of the following subtasks:
3.1.2, 3.1.3, 3.1.7, 3.1.8, 3.1.9.
3.2 TASK 2: WIRE BONDING PROCESSES
The recipient shall work with a subrecipient, a contract package assembly
manufacturer and perform the following subtasks:
3.2.1 Define the die attach and wirebond assembly requirements and document as
process and equipment specifications.
3.2.2 Verify the assembly process defined in 3.2.1 on VSPA-264 design and
determine projected throughput and yield.
3.2.3 Develop and evaluate die attach and wire bond processes for selected MCM
substrates and applications.
3.3 TASK 3: DIE ATTACH AND ENCAPSULATING MATERIALS The recipient shall work with
a subrecipient as well as with selected materials vendors and perform the
following subtasks:
3.3.1 Define and verify the die attach and encapsulation materials combination
and associated dispense and curing processes to be used with the initial
VSPA-264 product. Incorporate into process specifications defined in 3.2.1.
3.3.2 Investigate and select alternative die attach and encapsulation materials
systems, and dispense and curing processes for general VSPA SCM applications.
3.3.3 Evaluate candidate materials systems and processes defined in 3.3.2.
3.3.4 Select and evaluate die attach and encapsulation materials systems and
processes for application to VSPA MCM (Multi-Chip Module) designs.
3.3.5 Issue reports documenting the findings for each of the following subtasks:
3.3.3 and 3.3.4.
3.4 TASK 4: ELECTRICAL AND MECHANICAL CHARACTERIZATION AND SIMULATION
The recipient shall work with one or more subrecipients and perform the
following subtasks:
3
3.4.1 Create two-dimensional (2-D), finite element models of the package and PCB
system and exercise those models to determine first order fatigue and mechanical
stresses.
3.4.2 Update model as required to reflect new designs, material and design
changes.
3.4.3 Create a three-dimensional (3-D), finite element model of package and PCB
structure, including solder joints, and compare results with the 2-D model.
3.4.4 Evaluate various material systems, mechanical configurations, and
alternative designs using both 2-D and 3-D models, as appropriate, to predict
electrical and mechanical performance.
3.4.5 Modify existing electrical models and evaluate alternative VSPA designs,
including RF versions and MCM versions, relative to electrical performance, and
perform experiments, as required, to verify modeling results.
3.4.6 Issue reports documenting the findings for each of the following subtasks:
3.4.1 and 3.4.3; issue periodic reports, as appropriate, documenting the
findings of subtasks 3.4.4 and 3.4.5.
3.5 TASK 5: SOCKETS AND PACKAGING
The recipient shall work with a subrecipient, socket vendors and perform the
following subtasks:
3.5.1 Evaluate qualification sockets using particle interconnect and compliant
interposers for use with prototype and production VSPA SCM applications.
3.5.2 Investigate and select alternative socket technologies for use in VSPA SCM
applications.
3.5.3 Procure and evaluate socket technology(s) selected in 3.5.2.
3.5.4 Define and procure SMC Joint Electron Device Engineering Council (JEDEC)
registered trays using VSPA-264 design as the baseline.
3.5.5 Define VSPA packaging and handling requirements relative to cleanliness,
humidity protection, and mechanical protection.
3.5.6 Define and evaluate alternative handling systems and procedures for piece
part and bare package handling and shipping.
3.5.7 Issue reports documenting the findings for each of the following subtasks:
3.5.1, 3.5.3, 3.5.5, and 3.5.6.
3.6 TASK 6: PRINTED WIRING BOARD (PWB) ASSEMBLY
The recipient shall work with selected PWB manufacturers, selected PWB assembly
equipment manufacturers and perform the following subtasks:
3.6.1 Define the PWB assembly process for SCM applications.
3.6.2 Verify compatibility with existing equipment and document as process
specifications.
3.6.3 Evaluate yield and cost as a function of footprint variations and solder
deposition and volumes.
3.6.4 Issue a report documenting the findings for subtask 3.6.3.
3.7 TASK 7: QUALIFICATION AND RELIABILITY
The recipient shall work with a subrecipient and qualified test labs and perform
the following subtasks:
3.7.1 Demonstrate technology readiness by executing a subset of the JEDEC
defined semiconductor package qualification tests using the VSPA-320 development
package with an electrically "live" chip.
3.7.2 Demonstrate product readiness by executing a series of qualification tests
as defined by a selected semiconductor manufacturer or the generally accepted
JEDEC testing series with a production level device and package assembly.
3.7.3 Demonstrate package-to-PWB assembly reliability by executing a series of
JEDEC defined tests designed for determining solder joint integrity.
3.7.4 Issue reports documenting the findings of each of the following subtasks:
3.7.1, 3.72, and 3.7.3.
3.8 TASK 8: PIN FABRICATION
The recipient shall work with selected pin fabrication vendors and perform the
following subtasks:
3.8.1 Define pin plating requirements and acceptable plating systems and process
for initial VSPA-264 production parts.
3.8.2 Evaluate selective plating techniques for Gold (Au) and Lead-Tin (PbSn)
systems as an alternative to all gold.
5
3.8.3 Evaluate alternative plating systems, including, as a minimum, palladium,
for application to VSPA SCM technology.
3.8.4 Evaluate alternative pin materials for potential improvement in overall
manufacturability, reliability, and cost.
3.8.5 Define and evaluate alternative pin singulation processes.
3.8.6 Issue reports documenting the findings of each of the following subtasks:
3.8.2, 3.8.3, 3.8.4, and 3.8.5.
3.9 TASK 9: PLASTIC MOLDING
The recipient shall work with selected plastic molders and perform the following
subtasks:
3.9.1 Define and design insert mold techniques and molding processes using the
VSPA-264 design.
3.9.2 Procure and evaluate parts produced with system(s) defined in 3.9.1.
3.9.3 Investigate and select alternative plastic materials for use with VSPA
technology.
3.9.4 Procure and evaluate parts fabricated using materials defined in 3.9.3 for
manufacturability, extensibility and cost reduction potential.
3.9.5 Investigate and select candidate alternative molding processes for
evaluation for use with VSPA SCM and MCM applications.
3.9.6 Issue reports documenting the findings of each of the following subtasks:
3.9.2 and 3.9.4.
3.10 TASK 10: DIE ATTACH TO SUBSTRATES
The recipient shall perform the following subtasks:
3.10.1 Investigate and select for evaluation alternative substrate materials for
potential SCM application.
3.10.2 Evaluate materials selected in 3.10.1 for manufacturability, performance,
and cost reduction.
3.10.3 Evaluate selective plating techniques and systems for use with the die
attach plate.
3.10.4 Investigate and select candidate substrate materials and technologies for
use in VSPA MCM wirebond applications.
3.10.5 Procure and evaluate technologies identified in 3.10.4.
3.10.6 Issue reports documenting the findings for each of the following
subtasks: 3.10.2, 3.10.3, and 3.10.5.
4.0 PHASE II - TECHNICAL REQUIREMENTS
4.1 TASK 1: ALTERNATIVE PINNING CONFIGURATIONS AND PROCESSES
The recipient shall perform the following subtasks:
4.4.1 Define and procure parts. Evaluate RF specific pin and hole designs
4.1.2 Verify application of automated assembly concepts developed in Phase I for
SCM assembly to MCM assembly.
4.1.3 Define equipment requirements for high volume (/less than/1 million parts
per year) production of SCM VSPA products; document as an equipment
specification.
4.1.4 Define equipment requirements for high volume (/less than/100,000 parts
per year) production of MCM VSPA products; document as an equipment
specification.
4.1.5 Design high volume equipment to meet defined specifications for SCM
assembly.
4.1.6 Design high volume equipment to meet defined specifications for MCM
assembly.
4.1.7 Issue reports documenting the findings for subtask 4.1.1.
4.2 TASK 2: WIRE BONDING PROCESSES
The recipient shall work with a subrecipient, a contract package assembly
manufacturer, and selected equipment manufacturers, and perform the following
subtasks:
4.2.1 Verify the assembly process for wire bonded, MCM applications; determine
yields and throughput; document as a process specification.
4.2.2 Define and verify the assembly process for RF specific applications, both
SCM and MCM as appropriate; document as a process specification.
4.2.3 Verify compatibility of selected wire bonded MCM processes
7
and designs with existing equipment and processes.
4.3 TASK 3: DIE ATTACH AND ENCAPSULATING MATERIALS
The recipient shall work with a subrecipient as well as with selected materials
vendors and perform the following subtasks:
4.3.1 Verify compatibility of material systems selected for SCM applications to
wire bonded MCM design and applications.
4.3.2 Evaluate applicability of selected material systems for commercial
applications to a more rugged military environment and requirements.
4.3.3 Investigate and select alternative material systems adaptable for more
robust, military type applications.
4.3.4 Issue reports documenting the findings of the following subtasks: 4.3.2
and 4.3.3.
4.4 TASK 4: ELECTRICAL AND MECHANICAL CHARACTERIZATION AND SIMULATION
The recipient shall work with one or more subrecipients and perform the
following subtasks:
4.4.1 Develop RF specific models for analyzing design tradeoffs and predicting
resulting electrical and mechanical performance.
4.4.2 Define recommended RF specific designs for further hardware design
evaluation and process development.
4.4.3 Develop C4, MCM models for evaluating design tradeoffs and predicting
electrical and mechanical performance.
4.4.4 Issue reports documenting the findings of each of the following subtasks:
4.4.1, 4.4.2 and 4.4.3.
4.5 TASK 5: SOCKETS AND PACKAGING
The recipient shall work with a subrecipient and with selected vendors and
perform the following subtasks:
4.5.1 Investigate and evaluate socket technologies for RF specific VSPA designs
and applications.
4.5.2 Select and evaluate socket technologies for MCM applications.
4.5.3 Define handling requirements and procure and evaluate trays and/or
carriers for MCM designs and applications.
4.6 TASK 6: PWB ASSEMBLY
The recipient shall work with selected PWB assembly manufacturers and selected
PWB assembly equipment manufacturers and perform the following subtasks:
4.6.1 Define and verify assembly process for RF specific designs; document as a
process specification.
4.6.2 Define and verify assembly process for MCM designs; document as a process
specification.
4.7 TASK 7: QUALIFICATION AND RELIABILITY
The recipient shall work with a subrecipient and qualified test labs and perform
the following subtasks:
4.7.1 Demonstrate MCM technology readiness by executing a subset of the JEDEC
defined semiconductor package qualification tests.
4.7.2 Demonstrate product readiness by executing a series of qualification tests
as defined by a selected MCM manufacturer or the generally accepted JEDEC
testing series with production level devices and package assembly.
4.7.3 Demonstrate package-to-PWB assembly reliability for MCM designs by
executing a series of JEDEC defined tests designed for determining solder joint
integrity.
4.7.4 Demonstrate technology readiness for military applications by executing a
series of qualification tests as defined by appropriate military documents.
4.7.5 Issue reports documenting the findings of each of the following subtasks:
4.7.1, 4.7.2, 4.7.3 and 4.7.4.
4.8 TASK 8: PIN FABRICATION
The recipient shall work with selected pin fabrication vendors and perform the
following subtasks:
4.8.1 Evaluate alternative pin fabrication techniques, such as etching and wire
machining, with the objective of reduced costs, increased flexibility, and
improved reliability and manufacturability.
4.8.2 Define and demonstrate the pin fabrication process for RF specific
designs.
9
4.8.3 Issue reports documenting the findings of subtask 4.8.1.
4.9 TASK 9: PLASTIC MOLDING
The recipient shall work with selected plastic molding vendors and perform the
following subtasks:
4.9.1 Procure parts for evaluation of alternative molding processes as defined
in Phase I.
4.9.2 Evaluate parts procured in task 4.9.1.
4.10 TASK 10: DIE ATTACH TO SUBSTRATES
The recipient shall work with selected substrate vendors and perform the
following subtasks:
4.10.1 Define and procure alternative heat sink/die attach design and materials.
4.10.2 Evaluate alternative designs and materials for compatibility and
performance in MCM and SCM applications.
4.10.3 Procure and evaluate selected substrate concepts for C4, MCM
applications.
4.10.4 Issue reports documenting the findings for each of the following
subtasks: 4.10.2 and 4.10.3.
5.0 RECIPIENT'S PROPOSAL
The recipient's proposal reference number 9526-113 is hereby incorporated in its
entirety by reference.
Attachment 1
A. VISION STATEMENT
B. STATEMENT OF WORK
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
ATTACHMENT 2
SCHEDULE OF PAYABLE MILESTONES
PAYABLE
MILESTONE SCHEDULE DARPA RECIPIENT TOTAL
--------- -------- ----- --------- -----
********* Agreement $***** $****** $******
********* Start
************
************
*********** ****** after $***** $****** $******
********* award
********
********
************ ****** after $****** $****** $*****
********** award
*********
************
*********** ******** after $******* $****** $******
********** award
***********
***********
***********
********** ******* after $****** $****** $******
award ------- ------- -------
Total $1,792,800 $2,241,825 $4,034,625
19
Attachment 3
Cost Matching and Schedule
The recipient agrees to cost share or match as shown below. This schedule may be
amended annually to reflect changes or updates resulting from the annual program
planning process.
1. Contributions Summary:
Cash $2,041,825.00
In-Kind 200,000.00
IR&D
Total Cost Share/Match $2,241,825.00
2. Cost Match Contribution Schedule - See Attachment 2 for Breakout.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
Agreement No. F33615-96-2-5110
PR/ARPA Order No.: GWLMLFT-96-05162/AO A453-16
CONSENTS OF THE GOVERNMENT UNDER ARTICLE 23.C
Article 23.C. of the above-referenced Agreement provides for the Government
to consent to the sale or transfer of technology to foreign firms or
institutions and for other matters. The below-referenced Grants Officer, acting
on behalf of the United States Government pursuant to this Agreement, hereby
consents to the sale or transfer of technology to foreign firms or institutions,
from the date hereof through the termination of the Cooperative Agreement and
the restriction period, and to waiver of the other terms contained within
Subsection C, under the following conditions:
1. All research and development (knowledge creation) under this agreement,
including that undertaken with funds contributed by the recipient, shall
take place within the United States.
2. The technology developed under this Agreement ************************
**********************************************************************
**********************************************************************
**********************************. Recipient will provide quarterly
reports summarizing new licensing Agreements.
3. The recipient recognizes the Government's goal of establishing in the
United States a manufacturing base for technology developed under this
Agreement. To this end, ***********************************************
***********************************. **********************************
***********************************************************************
***************.
4. Recipient agrees that funds it expends for the development of manufacturing
equipment for technology developed under this Agreement
***********************************************************************
*********************************************************************.
5. Panda will use reasonable efforts to ensure that for the restriction
period, ***********************************************************
***********************************************************************
***********************************************************************
**************************************. Quarterly reports will be provided
by the recipient summarizing in-house production and royalty payments.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
6. All funds obtained from the license of technology developed under this
Agreement to foreign firms or institutions shall be used by the recipient
for **********************************************************.
7. The recipient ********************************************************.
For purposes of this consent, all terms shall have the same meaning as
under the above-referenced Cooperative Agreement.
For the United States of America
Xxxxxx Laboratory
---------------------------------
Signature Date
