EXHIBIT 10.31
THIS AGREEMENT, executed this 15th day of December, 1999, by and between
Isonics Corporation, a Corporation existing under the laws of the State of
California ("Sponsor"), located at 0000 XxXxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000,
and Southern Methodist University, a non-profit educational corporation of the
State of Texas, United States of America, by and through its office of Research
Administration ("University'), located in University Park, Dallas, Texas.
WHEREAS, the research program contemplated by this Agreement is of mutual
interest and benefit to University and to Sponsor, will further the
instructional and research objectives of University in a manner consistent with
its status as a non-profit, tax-exempt, educational corporation and may derive
benefits for both Sponsor and University through inventions, improvements,
and/or discoveries;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree to the following:
ARTICLE 1
DEFINITIONS
As used herein, the following terms shall have the following meanings:
1.1 "Project" shall mean the description of the project as described in
Appendix A hereof, under the direction of Xx. Xxxxx Xxxx as principal
investigator.
1.2 "Contract Period" is 01 January 2000 through 31 December 2000.
1.3 "University Intellectual Property" shall mean individually and
collectively all inventions, improvements and/or discoveries which are conceived
and/or made by one or more employees of University in performance of Project.
1.4 "Joint Intellectual Property" shall mean, individually and
collectively, all inventions, improvements and/or discoveries which are
conceived and/or made jointly by one or more employees of University and by one
or more employees of Sponsor in performance of Project.
ARTICLE 2
RESEARCH WORK
2.1 University shall commence the performance of Project promptly after
the effective date of this Agreement, and shall use reasonable efforts to
perform such Project substantially in accordance with the terms and conditions
of this Agreement. Anything in this Agreement to the contrary notwithstanding,
Sponsor and University may at any time amend Project by mutual written
agreement.
2.2 In the event that the Principal Investigator becomes unable or
unwilling to continue Project, and a mutually acceptable substitute is not
available, University and/or Sponsor shall have the option to terminate said
Project.
ARTICLE 3
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May, 1996
REPORTS AND CONFERENCES
3.1 Written program reports shall be provided periodically by University
to Sponsor as set forth in Appendix A.
3.2 During the term of this Agreement, representatives of University will
meet periodically with representatives of Sponsor at times and places mutually
agreed upon to discuss the progress and results, as well as ongoing plans, or
changes therein, of Project to be performed hereunder.
ARTICLE 4
COSTS, XXXXXXXX, AND OTHER SUPPORT
4.1 It is agreed to and understood by the parties hereto that, subject to
Article 2, total costs to Sponsor hereunder shall be fixed as set forth on
Appendix A, which shall include all expenses except those which may be
independently authorized by Sponsor in writing subsequent to the execution of
this Agreement.
4.2 University shall retain title to any equipment purchased with funds
provided by Sponsor under this Agreement.
4.3 University represents that it has used its best efforts to determine
the actual costs for completion of the Project, as set forth in Appendix A.
However, any funds which Sponsor commits to pay hereunder to University for the
Project which remain unexpended upon the completion of the Project shall belong
to University.
4.4 Anything herein to the contrary notwithstanding, in the event of early
termination of this Agreement by Sponsor pursuant to Articles 2 and 9 hereof,
Sponsor shall pay all costs accrued by University as of the date of termination,
including non-cancellable obligations, which shall include all non-cancellable
contracts and fellowships or postdoctoral associate appointments called for in
Appendix A, incurred prior to the effective date of termination. After
termination, any obligation of Sponsor for fellowships or postdoctoral
associates hereunder shall end no later than the end of University's academic
year following the effective date of Sponsor's termination of this Agreement.
ARTICLE 5
PUBLICITY
Sponsor will not use the name of University, or the name of any member of
University's Project staff, in any publicity, advertising, or news release
without the prior written approval of an authorized representative of
University. University shall have the right to acknowledge Sponsor as sponsor,
the Principal Investigator, the nature of the research, and the dollar value of
the award in normal University records and reports. Beyond that, University will
not use the name of Sponsor, or any employee of Sponsor, in any publicity
without the prior written approval of Sponsor.
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May, 1996
ARTICLE 6
NON-DISCLOSURE
6.1 Anything in this Agreement to the contrary notwithstanding, any and
all knowledge, know-how, practices, processes, and other information
(hereinafter referred to as "Confidential Information") disclosed or submitted
in writing or in other tangible form which is designated as Confidential
Information, and labeled "Confidential", to either party by the other shall be
received and maintained by the receiving party in strict confidence and shall
not be disclosed to any third party. Furthermore, neither party shall use said
Confidential Information for any purpose other than those purposes specified in
this Agreement. The parties may disclose Confidential Information to their
employees requiring access thereto for the purposes of this Agreement; provided,
however, that prior to making any such disclosures each such employee shall be
apprised of the duty and obligation to maintain Confidential Information in
confidence and not to use such information for any purpose other than in
accordance with the terms and conditions of this Agreement. Neither party will
be held financially liable for any inadvertent disclosure, but each will agree
to use its reasonable efforts not to disclose any designated Confidential
Information.
6.2 Nothing contained herein will in any way restrict or impair either
party's right to use, disclose, or otherwise deal with any Confidential
Information which at the time of its receipt:
(a) Is generally available in the public domain, or thereafter
becomes available to the public through no act of the receiving party;
(b) Was independently known prior to receipt thereof, or made
available to such receiving party as a matter of lawful right by a third
party;
(c) Is required by government regulation, by law or by a court of
competent jurisdiction to be disclosed, provided that the disclosing party
is given adequate written notice to allow it to protest such disclosure; or
(d) Has already been developed by the receiving party independently
of the disclosing party's confidential information.
6.3 The above obligations relating to Confidential Information shall be in
effect for a period of one (1) year from the termination of this Agreement.
ARTICLE 7
PUBLICATIONS
Sponsor recognizes that under University policy, the results of Project
must be publishable and agrees that Principal Investor or researcher(s) engaged
in Project shall be permitted to present at symposia, national or regional
professional meetings, and to publish in journals, theses or dissertations, or
otherwise of their own choosing, methods and results of Project; provided,
however, that Sponsor shall have been furnished copies of any proposed
publication or presentation at least forty-five (45) days in advances of the
submission of such proposed publication or presentation to a journal, editor, or
other third party. Sponsor shall have thirty (30) days after receipt of said
copies to object to such proposed presentation or proposed publication because
there is patentable subject matter which needs protection and/or there is
Confidential Information of Sponsor contained in the proposed publication or
presentation, other than University Intellectual Property. In the event that
Sponsor makes such objection, the parties shall negotiate an acceptable version
and the Principal Investigator and/or researcher(s) shall refrain from making
such publication or presentation for a maximum of six (6) months from the date
of
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May, 1996
receipt of such objection in order for University to file patent application(s)
with the United State Patent and Trademark Office and/or foreign patent
office(s) directed to the patentable subject matter contained in the proposed
publication or presentation, pursuant to Article 8.
ARTICLE 8
INTELLECTUAL PROPERTY
8.1 All rights and title to University Intellectual Property created
solely by the University under Project shall belong to University and shall be
subject to the terms and conditions of this Agreement.
8.2 University will promptly notify Sponsor of any University Intellectual
Property or Joint Intellectual Property conceived and/or made during the
Contract Period under Project. If Sponsor directs that a patent application or
application for other intellectual property protection be filed, University
shall promptly prepare, file, and prosecute such U.S. and foreign application in
University's name. Sponsor shall bear all costs incurred in connection with such
preparation, filing, prosecution, and maintenance of U.S. and foreign
application(s) directed to said University Intellectual Property or Joint
Intellectual Property. Sponsor shall cooperate with University to assure that
such application(s) will cover, to the best of Sponsor's knowledge, all items of
commercial interest and importance. While University shall be responsible for
making decisions regarding scope and content of application(s) to be filed and
prosecution thereof, Sponsor shall be given an opportunity to review and provide
input thereto. University shall keep Sponsor advised as to all developments with
respect to such application(s) and shall promptly supply to Sponsor copies of
all papers received and filed in connection with the prosecution thereof in
sufficient time for Sponsor to comment thereon.
8.3 University and Sponsor agree to comply with all United States Export
Control Laws, and exportation of unclassified technical data in the furtherance
of a manufacturing license or technical assistance agreement must be approved in
writing by the Office of Defense Trade Controls.
ARTICLE 9
GRANT OF RIGHTS
Pursuant to Article 8.2, University grants Sponsor the first option, at
Sponsor's sole selection, for either a non-exclusive, royalty-free license or,
for consideration, an exclusive license with a right to sub license on terms and
conditions to be mutually agreed upon. The option shall extend for a time period
of one (1) year from the date of termination of this Agreement.
ARTICLE 10
TERM AND TERMINATION
10.1 This Agreement shall become effective upon the date first hereinabove
written and shall continue in effect for the full duration of the Contract
Period unless sooner terminated in accordance with the provisions of this
Article. The parties hereto may, however, extend the term of this Agreement for
additional periods as desired under mutually agreeable terms and conditions
which the parties reduce to writing and sign. Either party may terminate this
Agreement upon ninety- (90) days' prior written notice to the other. In the
event that Sponsor terminates this Agreement prior to the end of the term of
this Agreement, for any reason other than University's breach of this Agreement,
Sponsor shall continue to be obligated to pay to University the amounts set
forth in Article 4.
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May, 1996
10.2 In the event that either party hereto shall commit any breach of or
default in any of the terms or conditions of this Agreement, and also shall fail
to remedy such default or breach within ninety (90) days after receipt of
written notice thereof from the other party hereto, the party giving notice may,
at its option and in addition to any other remedies which it may have at law or
in equity, terminate this Agreement by sending notice of termination in writing
to the other party to such effect, and such termination shall be effective as of
the date of the receipt of such notice.
10.3 Subject to Article 9, termination of this Agreement by either party
for any reason shall not affect the rights and obligations of the parties
accrued prior to the effective date of termination of this Agreement. No
termination of this Agreement, however effectuated, shall affect the Sponsor's
rights and duties under Article 8 hereof, or release the parties hereto from
their rights and obligations under Articles 4, 5, 6, 7, 8, 9, 10, and 15.
ARTICLE 11
INDEPENDENT CONTRACTOR
In the performance of all services hereunder:
(a) University shall be deemed to be and shall be an independent
contractor and, as such, University shall not be entitled to any benefits
applicable to employees of Sponsor; and
(b) Sponsor shall be deemed to be and shall be an independent
contractor and, as such, Sponsor shall not be entitled to any benefits
applicable to employees of University.
(c) Neither party is authorized or empowered to act as agent for the
other for any purpose and shall not on behalf of the other enter into any
contract, warranty, or representation as to any matter. Neither shall be
bound by the acts or conduct of the other.
ARTICLE 12
FORCE MAJEURE
In the event of circumstances beyond the reasonable control of either or
both parties, including but not limited to proven illness of Principal
Investigator, riots, strikes, Acts of God, or the exercise of authority of
either the federal or state governments or any political subdivision thereof,
which prevent the performance of the obligations of this Agreement by either
party, this Agreement may be modified by mutual consent of the parties or shall
otherwise become null and void.
ARTICLE 13
GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of Texas and the United States of America. This Agreement shall be
deemed fully performable in Xxxxxx Xxxxxx, Xxxxx xx Xxxxx, Xxxxxx Xxxxxx of
America.
ARTICLE 14
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May, 1996
ASSIGNMENT
This Agreement shall not be assigned by either party without the prior
written consent of the parties hereto. Any unauthorized assignment shall be null
and void.
ARTICLE 15
AGREEMENT MODIFICATION
Any agreement to change the terms of this Agreement in any way shall be
valid only if the change is made in writing and approved by mutual agreement of
authorized representatives of the parties hereto.
ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1 NOTICES. Notices, invoices, communications, and payments hereunder
shall be deemed made if given by registered or certified U.S. mail, postage
prepaid, and addressed to the party to receive such notice, invoice, or
communication at the address given below, or such other address as may hereafter
be designated by notice in writing:
Sponsor: Xxxxx Xxxxxx
Vice President, Semiconductor Materials
Isonics Corporation
0000 XxXxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
University: Dr. Xxxxx Xxxxx, Director
Research Administration
Southern Methodist University
X.X. Xxx 000000
Xxxxxx, Xxxxx 00000
Technical Matter: Xx. Xxxxx Xxxx, Professor
Department of Mechanical Engineering
School of Engineering & Applied Sciences
X.X. Xxx 0000
Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx
Xxxxxx, Xxxxx 00000
16.2 DEBT AND DEBARMENT CERTIFICATIONS. By signing this Agreement, Sponsor
certifies that his or her institution or company is not delinquent on any
federal debt, and neither the institution or company, nor its principals are
presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any United States governmental
department or agency.
16.3 EXPORT OF TECHNOLOGY. Sponsor shall be solely responsible for
obtaining any and all clearances and permits which are required by the treaties,
laws, and regulations of the United States in the event the transfer of the
technology which is the subject of this Agreement from University to Sponsor, or
from Sponsor to a third party is subject to federal laws and regulations
regarding the export of technology from the United States. Sponsor further
agrees to indemnify, defend, and hold harmless University, its Trustees,
officers, employees, agents, and representatives, including the Principal
FIXED-COST STANDARD RESEARCH AGREEMENT Page 6
May, 1996
Investigator and researcher(s), against all claims, suits, administrative
actions, fines, penalties, and damages assessed or made against any of the
parties hereby released as the result of Sponsor's intentional or negligent acts
or omissions related to the failure to comply with local, state or U.S. federal
law. The parties agree to advise each other promptly of the existence of any
claims made against University which Sponsor has agreed to indemnify herein.
16.4 SEVERABILITY. If any provision of this Agreement is determined to be
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part thereof and the
remaining part of such provision and all other provisions hereof shall continue
in full force and effect.
16.5 CONFLICT OF INTEREST. Except as set forth herein, Sponsor represents
and warrants that no Trustee, officer, employee, student or agent of University
has been or will be employed, retained, or paid a fee, or otherwise has received
or will receive any personal compensation or consideration by or from Sponsor or
any of Sponsor's directors, officers, employees, or agents in connection with
the obtaining, arranging, or negotiation of this Agreement.
16.6 HEADINGS. Paragraph headings are for reference and convenience only
and shall not be determinative of the meaning or the interpretation of the
language of this Agreement.
16.7 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between Sponsor and University with respect to the subject matter hereof and
cancels and supersedes any prior understandings and agreements with respect to
the subject of this Agreement.
16.8 WAIVER. No waiver of any breach of any provision of this Agreement
shall operate as a waiver of any other or subsequent breach thereof or of the
provision itself, or of any other provision. No provision of this Agreement
shall be deemed to have been waived unless such waiver be in writing and signed
by the party waiving the same, with the signature on behalf of University being
that of a vice president of University.
16.9 AUTHORITY TO SIGN. The individuals executing this Agreement on behalf
of the parties hereby represent and warrant that they have full power and
authority to execute this Agreement on behalf of the institution they are
representing.
IN WITNESS WHEREOF, the parties have caused these presents to be executed
in duplicate as of the day and year first above written.
SPONSOR:
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President Semiconductor Materials
Date:
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May, 1996
SOUTHERN METHODIST UNIVERSITY
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
Xxxxxxx & Vice President for
Academic Affairs
Date: 1/10/00111
/s/ Dr. Xxxxx Xxxxx
--------------------------------
Dr. Xxxxx Xxxxx
Director of Research Administration
PRINCIPAL INVESTIGATOR
By: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
Title: Professor
Date: 1/6/2000
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May, 1996
Proposal Budget Xxxxx Xxxx pg 1 of 5
SMU# 992932 01 NOV 1999 - 31 OCT 2000
Isonics Corp. "APPENDIX A"
Sub- Description Sub-Totals Agency SMU Total
Code Budget Budget Budget
---- ----------------------------------- ---------- ------ -------- --------
6112 Faculty, Extra Xxxxxxxxxxxx 0 0 0
0000 Xxxxxx Staff, Base Compensation 0 0 0
6165 Graduate Research Asst 15,000 0 15,000
6181 Post Doctoral Employee, base pay 0 0 0
----------------------------------- ---------- ------- ------- --------
Total Salaries 15,000 0 15,000
6201 Emp Ben, FT Faculty @20.4% 0 0 0
6203 Emp Ben, FT Exempt Staff, 22.8% 0 0 0
6207 Emp Ben, Post Doctoral, 10.7% 0 0 0
6210 Emp Ben, Graduate Res Asst, 32% 4,800 0 4,800
----------------------------------- ---------- ------- ------- --------
Total Employee Benefits 4,800 0 4,800
Total Salaries & Benefits 19,800 0 19,800
6330 Lab Supplies 5,000 0 5,000
6600 Travel - domestic 4,500 0 4,500
----------------------------------- ---------- ------- ------- --------
Subtotal Direct Costs 29,300 0 29,300
8240 Equipment 60,000 0 60,000
Misc. supplies & materials
----------------------------------- ---------- ------- ------- --------
Total Direct Costs 89,300 0 89,300
7600 On campus F&A - agency @45% 11,025 0 11,025
----------------------------------- ---------- ------- ------- --------
Total Project Costs 100,325 0 100,325
pg 2 of 5
APPENDIX "A"
A PROPOSAL TO
ISONICS CORPORATION
for a Grant in Support of
THERMAL PROPERTY MEASUREMENTS
AND MODELING OF
ISOTOPICALLY-PURE SEMICONDUCTOR MATERIALS
Submitted by
SOUTHERN METHODIST UNIVERSITY
Xxxxxx, Xxxxx 00000
for the
Mechanical Engineering Department
December, 1999
Starting Date: January 1, 2000
Budgeted Proposal Duration: 12 months
Total Budgeted Expenditures: $100,325
Xxxxx X. Xxxx, Ph.D., P.E.
Professor and Associate Xxxx
Voice: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxx@xxxx.xxx.xxx [PHOTO]
pg 3 of 5
APPENDIX "A"
INTRODUCTION
The high rate of innovation in electronics and telecommunications has
raised expectations for higher performance and functionality. Most advances have
evolved from smart engineering and efficient manufacturing practices. Equally
substantial gains can result from the introduction of innovative materials.
Indeed, miniaturization and performance requirements have forced the use of
existing materials beyond initially envisioned ranges and have spurred the
development of specialty materials. Knowledge of material properties is
fundamental to the design process, especially for electronic and
telecommunication devices, where performance depends heavily on electro-thermal
interactions. With the advent of the higher performance submicron devices and
the associated management difficulties, came the realization that bulk and
thin-film thermal properties differ markedly. However, since no universal
behavior is expected for these differences and since they cannot be predicted
from theory, the properties of each material must be measured separately. Also,
as thin films are typically layered and deposition techniques differ by
manufacturer, it is important to measure the interface resistance of stacked
layers.
This proposal is aimed at assessing the thermal properties of isotopically
pure semiconductors, such as silicon (Si-28) developed and produced by Isonics
Corporation. Isotopically pure silicon has better thermal conductivity than
natural silicon, which implies that heat can be removed more effectively.
Substantial reductions in operating temperatures would make heat sinks and
on-board fans practical far beyond 2001, thus removing a major industry
roadblock. As semiconductor manufacturers design chips at higher densities and
smaller line widths to increase speed and reduce costs, heat build-up has become
a critical problem. Isotopically pure silicon has a superior ability to transfer
heat. This improved property should result in the near term in lower reject
rates and a higher number of high performance chips.
GENERAL AND SPECIFIC OBJECTIVES
The general objective of this research project is to investigate
numerically and experimentally the thermal behavior of isotopically pure
semiconductor materials, such as Silicon-28, with the goal of assessing any
performance advantages that these materials can exhibit over their natural
counterparts. The research will be conducted in close collaboration with Isonics
Corporation to ensure that the specific work objectives enumerated below adapt
to unexpected results discovered in the course of the investigation.
The specific objectives of this investigation are enumerated below.
Modeling with the existing self-adaptive numerical technique will be used in
conjunction with the measurements described below.
1. Measure the thermal conductivity (K) of thin films and bulk Si-28 by the
use of the existing Transient Thermoreflectance (TTR) method. Compare the
obtained data with measured K for thin films and bulk natural Si.
Investigate the dependence of K on the doping level for both Si-28 and
natural Si. The samples to be tested will be supplied by Isonics
Corporation.
pg 4 of 5
APPENDIX "A"
2. Measure K for samples made up of layered structures of Xx0-0, Xx00, natural
Si, etc. The purpose of these measurements is to gain a perspective on the
thermal response of composite materials for a new generation of electronic
devices. Isonics and the SMU team will determine the range of samples to be
measured, with specified materials, number of layers, and layer
thicknesses.
3. Model, design and build basic FET transistors where the substrate material
is either natural Si or Si-28. While activating the devices, carry out
measurements of the gate temperature for each of the two cases. Determine
any advantages of using Si-28 versus natural Si. The FET transistors will
be manufactured by a third party on Si-28 and natural Si wafers supplied by
Isonics Corp.
4. Model basic FET transistors in 3 above, where the wafer structure is a
layer of Si-28 of various thicknesses on a natural silicon substrate.
5. Measure the thermal conductivity of thin films and bulk samples of natural
and isotopically modified compound semiconductors such as SiC, GaAs, and
GaN, as they become available.
METHODOLOGY
The Submicron Electro-Thermal Sciences Laboratory (SETSL) was recently
established in the School of Engineering and Applied Science at SMU in
recognition of industry's needs for noninvasive characterization of the thermal
properties of thin-film materials. The Laboratory features a laser-based
(Fig. 1 - Schematic of the TTR measurement system)
pg 5 of 5
APPENDIX "A"
transient thermoreflectance (TTR) measurement system, an electrical performance
measurement system for microwave integrated circuits, and an adaptive
computational tool for rapid thermal modeling. These capabilities are essential
to the successful execution of the objectives of this investigation.
The existing experimental TTR system at the SMU SESTL is depicted
schematically in Fig. 1 above. The heating source is provided by an Nd:YAG
pulsed laser whose wavelength is 532 nm and maximum pulse energy is 0.5 mJ. The
adjustable heating spot of the YAG was characterized by CCD imaging and fast
photodiode detection, and was found to have good spatial uniformity and a
Gaussian temporal distribution. The probing light source is an Ar-Ion CW laser
with a linearly polarized, single-mode irradiation beam at a wavelength of 488
nm. The beam is delivered to the microscope assembly via a polarization
preserving, fiber optic cable with TEM00 mode. The probing beam reflects from
the heated surface back along its optical path to the sensitive area of a
pre-amplified silicon PIN photodiode (rise time o 1 ns) through a fiber optic
cable. The photodiode signal, representing the variations in the surface
reflectivity, is acquired with an 8-bit resolution by a digital oscilloscope at
a rate of 2 Giga-Samples per second. The integrated CCD camera and microscope
system is mounted on a precision probing station, making it possible to view the
sample and to position the laser beams on its surface with a resolution of 1 o
m. The microscope has a motorized, 40X continuous zoom capability. Five
microscope objective lenses (5X - 100X) are available, providing a maximum
magnification of 4000X. The optical system has been designed so that the heating
and probing beams may be located concentrically (for through-plane property
measurements) or eccentrically (for in-plane measurements). The sample under
test is placed on a thermal xxxxx, capable of maintaining the bottom of the
sample at an isothermal condition, in the range of 0 -200 (degree)C with
increments of 0.1(degree)C. All components are computer interfaced for control
and data acquisition.
WORK SCHEDULE
Objective No. Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
------------- --- --- --- --- --- --- --- --- --- --- --- ---
1 X X X X
2 X X X X X
3 X X X X X X
4 X X X X X X
Reports X X X