TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT
THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT ("Agreement") is made
effective as of this 1st day of January, 2007 ("Effective Date") by and between
XsunX, Inc., a Colorado Corporation ("XsunX"), and Sencera, LLC, a North
Carolina Limited Liability Company ("Sencera"). XsunX and Sencera are herein
referred to individually as a "Party" and collectively as the "Parties."
R E C I T A L S
A. WHEREAS, Sencera has developed and continues to develop technologies
and processes pertaining to a unique plasma deposition source for the coating of
large-area substrates with highly engineered thin film coatings. Sencera
believes that its high-density plasma source is capable of depositing certain
coatings, including silicon, at superior rates, low temperatures and high
quality levels, making it attractive for use in solar cells. Sencera has
developed its own intellectual property and also has rights to certain other
intellectual property related to this technology;
B. WHEREAS, XsunX has developed and continues to develop technologies and
processes for semi-transparent and opaque solar cells and photovoltaic
technologies, solar cell panels, and methods of manufacture relating to the
same. XsunX has intellectual property rights under U.S. Patent Nos. 6,180,871;
6,320,117; 6,509,204; 6,488,777; 6,258,408; 6,472,622; and U.S. Provisional
Application No. 60/536,151;
C. WHEREAS, Sencera desires to grant, and XsunX desires to receive, a
license under its technology to XsunX for use in certain commercialization
efforts by XsunX;
D. WHEREAS, Sencera wishes to borrow from XsunX, and XsunX desires to loan
to Sencera the sum of $1,500,000 to be applied to the costs of the development
effort the parties intend to undertake herein, in accordance with the terms of a
Secured Loan Agreement to be executed contemporaneously with the execution of
this Agreement; and
E. WHEREAS, XsunX is interested in exploring the viability of Sencera's
technology for its future thin film silicon solar cell products. Sencera is
likewise interested in developing its technology for application in solar cells.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:
1. DEFINITIONS
Unless otherwise provided herein, capitalized terms used but not
otherwise specifically defined herein shall have the meanings ascribed to them
in this Agreement, "days" shall mean calendar days, "including" shall mean
"including without limitation," and the following terms shall have the meanings
stated below:
1.1 "Agreement" shall mean this Technology Development and License
Agreement, including the exhibits attached hereto, which are incorporated by
reference herein.
1.2 "Confidential Information" shall mean any and all information: (a) that
is conveyed or presented in oral or written or other tangible form, (b) that in
the case of written or other tangible form is marked with a legend such as or
similar to "CONFIDENTIAL INFORMATION" or "PROPRIETARY INFORMATION," including
the owner's name or, in the case of oral information, is so denoted at the time
of disclosure and (c) that (i) relates to a Party's business plans, production
processes, inventions, discoveries or any other aspect of a Party's business,
and/or (ii) belongs to third parties and was obtained by a Party under
restrictions on disclosure and/or use in which case such information may be
marked as being confidential or proprietary to such third parties. Such
information may include, by way of example, know-how, algorithms, software
programs, schematics, processes, source documents, materials, contracts,
customer information, financial information, personnel information, product
development, engineering, strategic and tactical plans, sales and marketing
plans, and business plans.
1.3 "Field of Use A" shall mean the field of deposited solar cells.
1.4 "Field of Use B" shall mean the field: (a) as claimed in U.S. Patent
Nos. 6,180,871; 6,320,117; 6,509,204; 6,488,777; 6,258,408; 6,472,622; and (b)
as claimed in U.S. Provisional Application No. 60/536,151; and (c) for use in
semi-transparent photovoltaic devices, multi-terminal photovoltaic devices, and
cassette-based roll-to-roll manufacturing equipment.
1.5 "Improvement" shall mean (a) with respect to Sencera Technology, any
new or modified product or process that performs the same function as the
Licensed Products or Licensed Process or Licensed Intellectual Property in a
better or more economical way ("Sencera Improvement"); and (b) with respect to
XsunX Technology, any new or modified product or process that enables the XsunX
Technology to perform in a better or more economical way ("XsunX Improvements").
1.6 "Licensed Intellectual Property" shall mean Sencera
Technology including, but not limited to, all patents and patent applications
(including the Licensed Patents), trademarks, trademark applications, designs,
copyrights, copyright applications, inventions, know-how, trade secrets, mask
works, technical information, drawings, data, computer programs, testing
specifications and procedures and the like; and all Sencera Improvements.
1.7 "Licensed Patents" shall mean the patents and patent applications
described in Exhibit A attached hereto, as well as (i) all pending and issued
divisions, continuations, continuations-in-part, reissues, reexaminations,
substitutes and extensions thereof; (ii) all foreign patents and patent
applications relying for priority on any of the foregoing including all pending
and issued divisions, continuations, continuations-in-part, reissues,
reexaminations, substitutes and extensions thereof; and (iii) and all pending
and issued divisions, continuations, continuations-in-part, reissues,
reexaminations, substitutes and extensions thereof relating to Improvements.
1.8 "Licensed Products" shall mean any and all products manufactured
utilizing methodologies or processes that utilize any aspect of the Licensed
Intellectual Property.
1.9 "Licensed Process" shall mean any methodologies or processes that
utilize any aspect of the Licensed Intellectual Property.
1.10 "Licensed Territory" shall mean worldwide.
1.11 "Phase" shall mean an individual task or set of tasks to be completed
by a Target Date as set forth herein.
1.12 "Royalty" shall mean the payment by a Party of a certain amount of
revenues earned from the exploitation of any or all of the Licensed Intellectual
Property as set forth herein.
1.13 "Sencera Technology" shall mean all existing technology of Sencera in
existence as of the Effective Date of this Agreement, and any and all technology
and intellectual property, including any Licensed Products or Licensed Process,
conceived or developed during the Term.
1.14 "Target Date" shall mean the date by which a Phase is intended to be
completed.
1.15 "XsunX Technology" shall mean all existing technology of XsunX in
existence as of the Effective Date of this Agreement including U.S. Patent Nos.
6,180,871; 6,320,117; 6,509,204; 6,488,777; 6,258,408; 6,472,622; and U.S.
Provisional Application No. 60/536,151.
2. DEVELOPMENT - PHASE II
2.1 Development. In accordance with the terms of this Section 2, Sencera
shall, at its cost (funded with proceeds of the loan from XsunX or otherwise),
lead a joint development program with XsunX to develop a Licensed Process that
will produce silicon material at deposition rates expected to produce cells at a
cost of less than $1 USD per Watt in Phase III below; specifically rates of >90
Angstrom-meters per minute (> 15 Angstroms per second equivalent static rate)
for the manufacture of thin film solar cells and other technology in accordance
with the Sencera Development Plan, a copy of which is attached hereto as Exhibit
B and incorporated herein by reference, said development phase referred to
herein as ("Phase II"). Sencera will, in addition to the reporting requirements
in the Development Program, provide XsunX with periodic reports on the status of
efforts undertaken in connection with this Phase II, at least as frequently as
once each month, and with access to key technical personnel and records
reflecting such activity upon reasonable request, and provide sample material
for independent XsunX use in conjunction with reports or when available.
2.2 Target Date. The Target Date to complete Phase II is August 31, 2007.
3. DEMONSTRATION - PHASE III
3.1 Demonstration. Sencera and XsunX shall, pursuant to terms as shall be
mutually agreed, jointly design and build a production demonstration tool to
demonstrate rate and cost scaling for use in joint marketing production hardware
and processes; target cost is less than $1 (USD) per peak watt, said
demonstration phase referred to herein as ("Phase III"). Sencera will, in
addition to the reporting requirements in the Development Program, provide XsunX
with periodic reports on the status of efforts undertaken in connection with
this Phase III, at least as frequently as once each month, and with access to
key technical personnel and records reflecting such activity upon reasonable
request.
3.2 Costs. During this Phase III, XsunX and Sencera will share equally all
Non-Refundable Engineering (NRE) and build costs for equipment related to the
scale-up and implementation of Sencera Technology for the production of
high-rate Plasma Enhanced Chemical Vapor Deposition (PECVD) silicon solar cells.
3.3 Target Date. The Target Date to complete Phase III is August 31, 2008.
4. JOINT MARKETING - PHASE IV
4.1 Joint Marketing. XsunX and Sencera shall, subject to successful
completion of the Development Phases, jointly and, pursuant to terms as shall be
mutually agreed, determine and implement a plan to market and sell equipment and
processes for high-rate deposited silicon solar cells, said joint marketing
phase referred to herein as ("Phase IV"). Each of XsunX and Sencera shall have
the right to independently market or sell such equipment and processes, as well.
4.2 XsunX shall, subject to its reasonable discretion enter into a
sublicense agreement with any third party wanting to obtain the right to use the
Licensed Process. The sublicense agreement shall require that each sublicensee
pay a Royalty to use the Licensed Process. The Royalty shall be based on an
energy production basis. The Royalty shall be paid directly to XsunX but XsunX
agrees to share the Royalty with Sencera in accordance with the following terms
and conditions: If cell manufacturing costs are less than $1 per peak watt,
Sencera's portion of the Royalties shall be one half (50%) of the Royalties
actually received and collected from a licensee by XsunX for the production of
solar cells that employ the Licensed Process; provided, however, that in no case
shall the minimum be less than $ 0.15 per peak watt of manufactured cell
capacity.
4.3 The Royalty rate or basis may be revised if: (a) Sencera licenses the
Licensed Process to another licensee under more favorable terms than the terms
of the present Agreement, in which case XsunX shall be entitled to the same or
better terms; (b) an objective industry pricing index (such as
xxx.xxxxxxxxx.xxx) indicates that the present structure is not supported by the
market which shall be indicated by the average retail price of a solar PV module
falling below $3.00 per peak watt; or (c) both Parties agree to a modification.
4.4 XsunX shall sublicense for and pay to Sencera a Royalty: (a) at the end
of the first twelve month period commencing six months after the end of Phase
II, a minimum annual payment equivalent to the Royalty that would be due from
the licensing of 25 MW annual solar cell manufacturing capacity using the
Licensed Process; and (b) commencing one year after the commencement of the
period defined in Section 4.4(a), and for each successive 12 calendar month
period thereafter for the duration of the Term, a minimum annual payment
equivalent to the Royalty that would be due from the licensing of 50 MW annual
solar cell manufacturing capacity using the Licensed Process. The foregoing
minimum requirement must be met to maintain the license granted herein. .
4.5 XsunX agrees to keep and provide to Sencera records, upon Sencera's
request at least fifteen days in advance, showing the amounts collected under
any sublicense granted in sufficient detail to enable any Royalty payable
hereunder by a sublicensee to be determined. XsunX further agrees to permits its
books and records to be examined from time to time, upon fifteen days advance
notice, to the extent necessary to verify any records provided to Sencera, such
examination to be made at the expense of Sencera by any auditor or other agent
appointed by Sencera. Such examination shall be subject to the execution of a
suitable non-disclosure agreement for the benefit of XsunX by any auditor or
other agent appointed by Sencera.
4.6 XsunX shall pay interest to Sencera accruing from the date a Royalty
payment is due to Sencera at the annual rate equal to the lower of either 10% or
the highest rate permitted under applicable law for any Royalties not paid to
Sencera within thirty (30) days of its due date.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Sencera Technology. As between the parties hereto, and subject to the
licenses granted to XsunX herein, Sencera shall retain ownership of all of the
Licensed Intellectual Property, provided that the parties shall be considered
joint owners of an equal and undivided interest in all Improvements jointly
conceived or reduced to practice (Joint Improvements) during the Term.
Improvements conceived or reduced to practice without inventive contribution
from the other party shall remain the property of the inventing party. Sencera
shall be responsible for the filing and application process with respect to
Joint Improvements).
5.2 Grant of License. Upon the Effective Date, Sencera shall grant to
XsunX, and XsunX shall accept, the following license under the Licensed
Intellectual Property:
(a) a non-exclusive license under the Licensed Intellectual Property
during the Term in the Field of Use A in the Licensed Territory to (i)
make, have made, import, use, market, sell, offer for sale and distribute
Licensed Products; (ii) use, reproduce, make derivative works from, modify,
enhance, distribute, perform and display the Licensed Intellectual Property
for the purposes of manufacturing, marketing, selling and distributing the
Licensed Products; and (iii) to authorize or sublicense others to do any or
all of the foregoing (i) or (ii) pursuant to the terms of this Agreement;
and
(b) an exclusive license under the Licensed Intellectual Property
during the Term in the Field of Use B in the Licensed Territory to (i)
make, have made, import, use, market, sell, offer for sale and distribute
Licensed Products; (ii) use, reproduce, make derivative works from, modify,
enhance, distribute, perform and display the Licensed Intellectual Property
for the purposes of manufacturing, marketing, selling and distributing the
Licensed Products; and (iii) to authorize or sublicense others to do any or
all of the foregoing (i) or (ii) pursuant to the terms of this Agreement.
5.3 XsunX Technology. As between the Parties hereto, and subject to
Sencera's rights to the Sencera Technology, XsunX shall retain ownership of the
XsunX Technology. In the event that XsunX Improvements are developed at any time
during the Term, XsunX will grant Sencera the right to negotiate a cross license
to Sencera of the right to exploit such XsunX improvements provided terms can be
mutually agreed upon.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the Effective Date and shall
continue in effect for a period of seven (7) years from the Effective Date (the
"Term"), unless sooner terminated under the provisions of this Agreement.
6.2 Termination for Cause. Upon any material breach or default by either
Party in the performance of the terms of this Agreement, the non-defaulting
Party shall be entitled to terminate this Agreement upon sixty (60) days notice
to the defaulting Party, specifying the nature of the breach or default. A
failure by XsunX to advance any amounts required to be advanced under the Loan
Agreement (other than a failure by reason of breach of that Agreement by
Sencera), or a failure of Sencera to repay such amounts in accordance with the
terms of the Loan Agreement shall each constitute a material default under this
Agreement and shall entitle the non-defaulting party to terminate this Agreement
as provided above. Termination shall become effective at the end of the notice
period unless the breach or default is cured to the non-defaulting Party's
reasonable satisfaction during the notice period. For clarity, failure of XsunX
to meet any sublicense minimum set forth in Section 4.4 for any calendar year
shall constitute a material default by XsunX under this Agreement and shall
entitle Sencera to terminate this Agreement as provided above and XsunX shall
not have the right to cure any such default.
6.3 Termination for convenience. At any time during the Term, XsunX may
terminate this Agreement for convenience by service of written notice upon
Sencera, effective upon thirty days thereafter. In addition to the provisions of
Section 6.4, in the case of termination under this Section 6.3: (a) XsunX shall
not be entitled to return of any moneys expended in the course of development
efforts under Phases III and IV; (b) XsunX shall not be entitled to accelerate
the payment of amounts due under the Secured Loan Instrument; and (c) XsunX
shall retain its ownership interest in the XsunX Technology, the XsunX
Improvements and the Joint Improvements as provided for in Section 5.1 herein,
6.4 Effect of Termination. Upon the expiration or termination
of this Agreement for any reason, (a) XsunX shall immediately stop manufacturing
the Licensed Products or utilizing the Licensed Process and within thirty (30)
days of the date of such termination or expiration pay to Sencera any Royalties
that have accrued through the date of termination or expiration and (b) each
Party shall return or destroy the other Party's Confidential Information
promptly upon request therefore.
6.5 Improvements. The right and license herein granted to XsunX shall
extend to any Improvements of the Licensed Intellectual Property, whether or not
the Improvements are patentable. Subject to Section 5.1 herein, Sencera and
XsunX shall jointly own equal undivided interests in the intellectual property
rights to all Improvements conceived or developed jointly, and shall bear
equally all costs associated with the efforts to protect such Sencera
Improvements whether through patents or other means of protection. Sencera and
XsunX shall use their best efforts to cooperate and provide all information
pertinent to, and authorizations or releases necessary for, the preparation of
any documents associated with the protection of Improvements.
7. SECURED LOAN
7.1 Contemporaneous with the execution of this Agreement, XsunX and Sencera
will enter into the Loan Agreement attached hereto as Exhibit C.
8. CONFIDENTIAL INFORMATION
8.1 Use of Confidential Information. The Party receiving Confidential
Information ("Receiving Party") from the Party disclosing Confidential
Information ("Disclosing Party") shall use the Confidential Information of the
Disclosing Party solely in connection with performance of this Agreement or as
authorized by this Agreement.
8.2 Exceptions. Confidential Information does not include any information
that: (1) was in the public domain at the time it was communicated to the
Receiving Party; (2) enters the public domain through no fault of the Receiving
Party subsequent to the time it was communicated to the Receiving Party; (3) was
in the Receiving Party's possession without any obligation of confidence at the
time it is communicated to the Receiving Party; or (4) is subsequently
rightfully communicated to the Receiving Party without any obligation of
confidence; or (5) is independently developed by representatives of the
Receiving Party who did not have access to the Disclosing Party's Confidential
Information.
8.3 Non-disclosure of Confidential Information. The Receiving Party shall
hold confidential and protect from disclosure to unauthorized third parties the
Confidential Information of the Disclosing Party. In the event that the
Receiving Party is required by law, according to advice of counsel, to disclose
Confidential Information of the Disclosing Party, the Receiving Party shall
provide the Disclosing Party with prompt prior notice of such pending disclosure
so that the Disclosing Party may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement. The
Receiving Party shall cooperate with any attempts by the Disclosing Party to
obtain such protective order or other appropriate remedy. In the absence of a
protective order or a receipt of a waiver, the Receiving Party agrees to furnish
only that portion of the Confidential Information that it is legally required to
disclose and such disclosure shall not be a breach of this Agreement.
8.4 Degree of Care and Remedies. The Receiving Party shall use at least the
same degree of care (and, in any event, not less than a reasonable degree of
care) in protecting the Disclosing Party's Confidential Information as it
exercises in protecting its own Confidential Information. The Receiving Party
shall notify the Disclosing Party immediately upon discovery of any unauthorized
use or disclosure of Confidential Information and shall cooperate in every
reasonable way with the Disclosing Party to help regain possession of
Confidential Information and prevent its further unauthorized use.
8.5 Ownership of Confidential Information. Each Party shall retain
ownership of all rights, title and interest in its Confidential Information and,
except as specifically provided for in this Agreement, nothing in this Agreement
shall be construed to convey to either Party any right, title, license or
interest in any Confidential Information provided by the other Party.
8.6 Confidentiality Obligation. The Parties agree that, unless otherwise
mutually agreed to in writing, the obligations regarding confidentiality,
nondisclosure, protection and nonuse of Confidential Information set forth in
this Agreement shall, in any event, end five (5) years after termination or
expiration of this Agreement.
8.7 Supercede. This Agreement shall supercede the "Mutual Confidentiality
Agreement" entered into between the Parties as of September 18, 2006.
9. REPRESENTATIONS AND WARRANTIES
9.1 Representations and Warranties. Each Party hereby represents and
warrants that, as of the Effective Date of this Agreement:
(a) it is duly organized, authorized and in good standing under the
state of its incorporation or formation.
(b) it has the full power and authority to execute, deliver and
perform this Agreement and has the right, power, legal capacity, and
authority to enter into and perform its obligations under this Agreement.
(c) to the best of its knowledge, there are neither any claims nor is
it a party to any suit, action or proceeding that would impair, prejudice,
hinder, or prevent the transactions proposed in this Agreement.
9.2 Defense of Infringement Claims. Each party shall, at its own expense,
defend against any claims asserted against such party that the actions taking
place under this Agreement violate or infringe the intellectual property rights
of a third party, and shall reasonably cooperate with the other party, at such
other party's expense, in the conduct of such defense.
10. MISCELLANEOUS
10.1 Parties in Interest. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the Parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third party to this Agreement, nor
shall any provision give any third person any right of subrogation or action
over against any Party to this Agreement.
10.2 Expenses. Each of the Parties hereto shall, subject to the terms and
conditions of this Agreement, be responsible for and pay that Party's own
expenses incident to the preparation of this Agreement and/or incurred by any
Party in the performance and consummation of the transaction contemplated
hereby.
10.3 Survival. Sections 1, 5.1, 5.3, 8, 9, and 10 contained herein shall
remain in full force and effect, regardless of any investigation made by a Party
and shall survive the termination or the expiration of the term of this
Agreement.
10.4 Entire Agreement. This Agreement, including all exhibits, comprises
the entire agreement between the Parties and supersedes all prior or
contemporaneous understandings and agreements between the Parties with respect
to the subject matter hereof. This Agreement may not be amended or modified
except in a writing signed by both Parties.
10.5 Notices. Any and all notices, demands, requests, or other
communications required or permitted by this Agreement or by law to be served
on, given to, or delivered to any party hereto by any other Party to this
Agreement shall be in writing and shall be deemed duly served, given, or
delivered when personally received by the Party or to an officer of the Party,
or in lieu of such personal delivery, when received by United States mail,
first-class postage prepaid addressed to the Parties hereto at such addresses as
may be provided by the Parties hereto from time to time for such purposes.
10.6 Authorization. The Parties hereto represent and warrant that they are
duly authorized to execute this Agreement on behalf of such Party.
10.7 Subject Headings. The subject headings of the paragraphs of this
Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.
10.8 Assignment. This Agreement is personal in nature and may not be
assigned by any Party without the express prior written consent of all of the
Parties unless in conjunction with the sale of substantially all of the assets
of the Party. Upon the express prior written consent to assignment by all
Parties, this Agreement shall be binding upon and shall inure to the benefit of
the Parties to it and their respective heirs, legal representatives, successors,
and assigns.
10.9 Severability. The provisions of this Agreement are severable and, if
any clause or provision shall be held invalid or unenforceable in whole or in
part, in any jurisdiction, then such invalidity or unenforceability shall effect
only such clause or provision, or part thereof, in such jurisdiction and shall
not in any manner effect such clause or provisions in any other jurisdiction,
and in respect of the jurisdictions in which such clause or provision is
effected, the parties agree to substitute therefore a provision which is
enforceable and most closely approximates the relative rights and obligations
intended by the Parties.
10.10 Counterparts. This Agreement may be signed in counterparts with the
same effect as if the signatories hereto and thereto were upon the same
instrument.
10.11 Governing Law. This Agreement shall be governed by the laws of the
state of North Carolina, without reference to its choice-of-law or conflict of
law rules.
THIS AGREEMENT is made effective as of the Effective Date set forth above.
XSUNX:
XsunX, Inc., a Colorado corporation
By:
Xxx X. Xxxxxxxxx, President
SENCERA:
SENCERA LLC, a North Carolina Limited Liability Company
By:
Xx. Xxxxx Xxxxxx, Manager
EXHIBIT A
LICENSED IP
1. US Patent Application 20050194099, entitled "Inductively coupled plasma
source using induced eddy currents", dated September 8, 2005.**
2. Invention Disclosure, Sen-011, entitled "METHODS OF AND APPARATUSES FOR
INDUCTIVELY COUPLED POWER DELIVERY"
3. Invention disclosure, Sen-012, entitled "METHODS AND APPARATUSES FOR ION
BEAM PROCESSING A SUBSTRATE"
4. Invention disclosure, "Linear Induction Plasma Source"
5. Invention disclosure, "Magnetically Enhanced Linear Induction Plasma
Source"
6. Invention disclosure, "Ferrite-coupled low pressure plasma source"
7. Invention disclosure, "Plasma source with internally, inductively excited
plasma region"
8. Invention disclosure, "Low pressure HDPCVD source for depositing thin films
over large area materials"
9. Invention disclosure, "Use of a linear induction plasma source to deposit
amorphous or micro-crystalline silicon for use in solar cells"
10. Invention disclosure, "Use of a linear induction plasma source to deposit
transparent conducting oxides for use in solar cells" 11. Invention
disclosure, "Use of a linear induction plasma source to deposit
anti-reflective coatings over large area materials" 12. Any and all
Processes developed for depositing thin film materials for solar cell
production using any of the hardware listed in 1-8 above
** Please note that item (1) above is equally and separately owned by both
Xxxxxx and Advanced Energy Industries, Inc. The license granted herein does not
limit in any way the actions of Advanced Energy Industries, Inc. (AEIS). Xxxxxx
and any sublicensees may not assign a license to a competitor of AEIS without
their express written consent. Sencera represents that to the best of its
knowledge licensing by Sencera to XsunX the Sencera Technology herein and its
use thereof does not infringe on any AEIS rights.
EXHIBIT B
SENCERA DEVELOPMENT PLAN
EXHIBIT C
LOAN AGREEMENT
