[EXHIBIT 10.29- Certain portions of this document have been
omitted in the publicly filed version of this document pursuant to
the Registrant's request for confidential treatment and filed
separately with the Securities and Exchange Commission.]
SPD FILM LAMINATION LICENSE AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
LAMINATED TECHNOLOGIES INC.
This License Agreement ("Agreement") effective as of
December 13, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
LAMINATED TECHNOLOGIES INC., a Florida corporation
(hereinafter called "LICENSEE"). The "Effective Date" of this
Agreement shall be the date which is the last date of formal
execution of this Agreement by duly authorized representatives of
the parties to this Agreement as indicated on the signature page of
this Agreement.
RECITALS
WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to Light
Valves and Light Valve Film (all as hereinafter defined) and of
methods and apparatus relating to products incorporating such
concepts (which products, can include, without limitation thereto,
windows for buildings and vehicles, sunvisors, sunroofs, flat panel
displays, eyewear and rear-view mirrors); and is possessed of and
can convey information and know-how for such products and rights
to manufacture, use and sell such products; and
WHEREAS, LICENSEE is interested in laminating Light
Valve Film to glass or plastic ("Laminated Light Valve Film") and
providing such Laminated Light Valve Film to other licensees of
LICENSOR; and
WHEREAS, LICENSEE desires to acquire from LICENSOR,
and LICENSOR desires to grant to LICENSEE, certain rights and
licenses with respect to such technology of LICENSOR;
NOW, THEREFORE, in consideration of the promises and the
mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.
1 DEFINITIONS.
The following terms when used herein shall have the respective
meanings set forth in this Article 1.
"Authorized User" means LICENSOR and/or any other person or
entity listed by LICENSOR on Schedule B hereof who has been
granted permission by LICENSOR to receive Laminated Light Valve
Film from LICENSEE under this Agreement. LICENSEE agrees
that LICENSOR in its sole judgment may amend Schedule B hereof
at any time during the term of this Agreement for any reason by
sending LICENSEE a written notice of such amendment and
specifying the reason for such change. The persons or entities now
or hereafter listed on Schedule B may not include all of
LICENSOR's current licensees and may include prospective
licensees of LICENSOR, and for legal or practical reasons,
LICENSOR may restrict whether or not Laminated Light Valve Film
laminated by LICENSEE may be sold, leased or transferred to such
person or entity, and/or the application that such Laminated Light
Valve Film may be used for by the recipient. LICENSEE agrees that
it and its permitted sublicensees hereunder shall cease all sales,
leases, or other dispositions of Laminated Light Valve Film to any
person or entity whose name is deleted from Schedule B by
LICENSOR, unless and until LICENSOR consents in writing to the
resumption of such sales, leases or other dispositions (a)
immediately upon receipt of any written notice from LICENSOR
that any person or entity is no longer included on Schedule B, or (b)
if either LICENSEE or its permitted sublicensees becomes aware
that any such person or entity listed on Schedule B or otherwise
receiving Laminated Light Valve Film is making any improper use
of such Laminated Light Valve Film, in which case LICENSEE shall
promptly notify LICENSOR of such improper use.
"Licensed Territory " means all countries of the world.
"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted through
and/or reflected from the cell; means incorporated in or on the cell,
or separate therefrom for applying an electric or magnetic field to the
activatable material within the cell; and coatings, (including, but not
limited to, electrodes), spacers, seals, electrical and/or electronic
components, and other elements incorporated in or on the cell. The
activatable material, which the cell contains or is adapted to contain,
includes in it solid suspended particles, which when subjected to a
suitable electric or magnetic field, orient to produce a change in the
optical characteristics of the device, and may be either in the form of
a liquid suspension, gel, film or other material.
"Light Valve Film" means a film or sheet or more than one thereof
comprising a suspension of particles used or intended for use solely
in or as a Light Valve. The Light Valve Film shall comprise either
(a) a suspension of particles dispersed throughout a continuous
liquid phase enclosed within one or more rigid or flexible solid films
or sheets, or (b) a discontinuous phase of a liquid comprising
dispersed particles, said discontinuous phase being dispersed
throughout a continuous phase of a rigid or flexible solid film or
sheet. The Light Valve Film may also comprise one or more other
layers such as, without limitation, a film, coating or sheet or
combination thereof, which may provide the Light Valve Film with
(1) scratch resistance, (2) protection from ultraviolet radiation, (3)
reflection of infrared energy, and/or (4) electrical conductivity for
transmitting an applied electric or magnetic field to the activatable
material.
"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including (by
way of example) drawings, written recitations of data, specifications,
parts, lists, assembly procedures, operating and maintenance
manuals, test and other technical reports, know-how of LICENSOR,
and the like owned or controlled by LICENSOR, to the extent they
exist, that relate to Light Valves or Light Valve Film and that consist
of concepts invented or developed by LICENSOR and which are
deemed significant by LICENSOR. Know-how of LICENSOR's
suppliers and of LICENSOR's other licensees and their sublicensees
under licenses from LICENSOR shall not be considered Technical
Information owned or controlled by LICENSOR.
2 GRANT OF LICENSE.
2.1 License. During the term of this Agreement, LICENSOR
hereby grants LICENSEE a non-exclusive right and license to use (a)
all of the Technical Information, if any, (subject to Section 8.1
hereof), furnished by LICENSOR pursuant to this Agreement, and
(b) any invention claimed in (i) any of the unexpired patents now or
hereafter listed on Schedule A attached hereto or (ii) unexpired
patents which issue from pending patent applications now or
hereafter listed in Schedule A, and any continuations, continuations-
in-part, divisions, reissues, reexaminations, or extensions thereof to
laminate Light Valve Film obtained by LICENSEE from suppliers of
such Light Valve Film authorized to supply such Light Valve Film to
LICENSEE, and to provide such Laminated Light Valve Film solely
to an Authorized User in the Authorized User's permitted territory
and for the applications specified and purpose permitted on Schedule
B hereof. The license granted pursuant to this Section 2.1 shall be
royalty-free to LICENSEE and its permitted sublicensees hereunder.
By virtue of the disclosure of Technical Information and training, if
any, provided by LICENSOR under this Agreement, all Laminated
Light Valve Film sold, leased or otherwise disposed of by or for
LICENSEE hereunder shall be deemed to have been manufactured at
least in part using the Technical Information provided by
LICENSOR. The foregoing license is only a license with respect to
the lamination and disposition of Laminated Light Valve Film and
nothing contained in this Agreement shall permit LICENSEE to
make, sell, use or otherwise dispose of other Light Valve products,
including Light Valves and Light Valve Film and components
thereof.
2.2 No Other Rights. LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof, LICENSEE
has not acquired any rights or licenses under this Agreement to use
Light Valves or Light Valve Film or any components thereof made
by or for LICENSEE pursuant to this Agreement except for the
purposes of research and development pursuant to Section 4.1 hereof
and as specifically licensed in Section 2.1 hereof.
2.3 Sublicenses. LICENSEE shall have the right to grant non-
exclusive sublicenses to any wholly-owned and controlled subsidiary
of LICENSEE, whose obligations to LICENSOR hereunder
LICENSEE hereby guarantees, and which acknowledges to
LICENSOR in writing that it wishes to become a sublicensee
hereunder prior to doing so and agrees to be bound by the terms and
conditions of this Agreement. All sublicenses shall (i) be non-
exclusive, (ii) shall terminate with the termination of the rights and
licenses granted to LICENSEE under Section 2.1 hereof, and be
otherwise limited in accordance with the limitations and restrictions
which are imposed on the rights and licenses granted to LICENSEE
hereunder, (iii) contain confidentiality provisions no less protective
than those contained in Section 12.1 hereof, and (iv) shall contain
such other terms, conditions, and licenses as are necessary to enable
LICENSEE to fulfill its obligations hereunder. LICENSEE shall
send LICENSOR a copy of every sublicense agreement or other
agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution thereof.
LICENSOR may terminate any such sublicense if there is any
change in the ownership or control of a sublicensee.
3 REPORTS AND RECORD-KEEPING.
3.1 Reports. Within 15 days after the end of each fiscal
quarter, LICENSEE shall send to LICENSOR a quarterly report
setting forth in reasonable detail the quantity of Light Valve Film
purchased or otherwise obtained by LICENSEE and the quantity of
Laminated Light Valve Film sold, leased, disposed of, or delivered
by or for LICENSEE and its sublicensees during such quarter to
Authorized Users and samples provided to third parties with
LICENSOR's consent, with the amounts sold or otherwise provided
to each Authorized User, including sample recipients, and their
identity clearly broken down. The first report submitted under this
Agreement shall cover the period from the Effective Date of the
Agreement to the end of the first quarter in which Light Valve Film
is obtained or Laminated Light Valve Film is sold, or otherwise
disposed of by LICENSEE hereunder. LICENSEE shall also furnish
to LICENSOR at the same time it becomes available to any third
party, a copy of each brochure, standard price list, advertisement or
other marketing and promotional materials prepared, published or
distributed by LICENSEE or its sublicensees relating to Laminated
Light Valve Film.
3.2 Recordkeeping. LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each report supported thereby, true and accurate
records, files, data and books of accounts that relate to the
acquisition, processing, lamination, sale or other disposition of
Laminated Light Valve Film, reasonably required for the full
computation and verification of the information to be given in the
statements herein provided for. LICENSOR and LICENSEE agree
that an independent certified public accounting firm (selected by
LICENSOR from the largest ten certified public accounting firms in
the United States of America) may audit such records, files and
books of accounts to determine the accuracy of the statements given
by LICENSEE pursuant to Section 3.1 hereof. Such an audit shall
be made upon reasonable advance notice to LICENSEE and during
usual business hours. The cost of the audit shall be borne by
LICENSOR, unless the audit shall disclose a material breach by
LICENSEE of any term of this Agreement, or an inaccuracy greater
than 2% in any report provided to LICENSOR by LICENSEE,
during the audited period, in which case LICENSEE shall bear the
full cost of such audit. The results of the audit shall be kept
confidential pursuant to the provisions of Section 12.1 except to the
extent required by a party hereto to enforce its rights hereunder, or
which is otherwise required to be disclosed by law or under
generally accepted accounting principles.
4 OBLIGATIONS OF LICENSOR AND LICENSEE.
4.1 Development of Laminated Light Valve Film. LICENSOR
and LICENSEE may cooperate to develop initial specifications for
Laminated Light Valve Film. LICENSEE shall then use its
reasonable efforts to make Laminated Light Valve Film meeting
such specifications for the evaluation and use of LICENSOR and
licensees and prospective licensees of LICENSOR, and for use by
LICENSEE but only for internal research and development. After
consultation with LICENSEE, LICENSOR may at any time propose
additional size or other specifications of the Laminated Light Valve
Film to be processed under this Agreement with the disclosure of
additional Technical Information to LICENSEE with respect to such
size or other specifications of Laminated Light Valve Film.
LICENSEE may use all commercially reasonable efforts throughout
the term of this Agreement to improve the quality of Laminated
Light Valve Film. However, LICENSEE shall be solely responsible
for determining the specifications for all Laminated Light Valve
Film laminated by LICENSEE hereunder, and for any improvements
therein.
4.2 LICENSOR Purchases. Upon request of LICENSOR and
with reasonable prior notice, LICENSEE shall sell and deliver to
LICENSOR, Laminated Light Valve Film or components thereof at
LICENSEE's prevailing market prices and in quantities mutually
agreed upon by LICENSOR and LICENSEE. LICENSEE
acknowledges that LICENSOR and its present and/or future
licensees (or entities who have been granted the option of entering
into license agreements with LICENSOR) may independently
manufacture (or have third parties manufacture or laminate for them)
and sell Light Valve Film under the terms of agreements between
them and LICENSOR, or may independently manufacture, laminate
and sell Light Valve Film which LICENSOR produces, or has
produced on its behalf. Nothing contained in this Agreement shall
impose any obligation on LICENSOR or any other parties to
purchase any Laminated Light Valve Film from LICENSEE.
Notwithstanding anything contained herein to the contrary, during
the term of this Agreement LICENSOR may provide Laminated
Light Valve Film obtained by LICENSOR pursuant to this Section
4.2 to third parties so long as LICENSOR does not receive from the
recipient for the provision of such Laminated Light Valve Film any
monetary payment in excess of LICENSOR's purchase price plus
shipping, administrative, overhead and related costs to such
recipient.
4.3 Compliance. LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Laminated
Light Valve Film that is not in strict accordance with (1) the
provisions of this Agreement, (2) restrictions on the type of product,
or the territory in which such product may be, made, used, sold or
otherwise disposed of by or for an Authorized User, or other
provisions or restrictions, which are contained in any other
agreement in force between LICENSOR and an Authorized User
which is known to LICENSEE which relates to Light Valves, Light
Valve Film, or components thereof, or (3) with the provisions of any
other agreement then in force to which LICENSEE is a party and
which relates to Light Valves, Light Valve Film, or components
thereof shall be deemed a material breach of this Agreement.
4.4 End Users. LICENSEE agrees to require all direct
recipients of Laminated Light Valve Film to whom Laminated Light
Valve Film is sold, leased, provided to, or otherwise disposed of by
LICENSEE or its sublicensees, to look only to LICENSEE and not
to LICENSOR or its affiliates for any claims, warranties, or liability
relating to such Laminated Light Valve Film. LICENSEE agrees to
take all steps to reasonably assure itself that Laminated Light Valve
Film sold, leased or otherwise disposed of by or for LICENSEE is
being used for permitted application and territory only. If a party
which is not then listed on Schedule B hereto wishes to obtain
samples of Laminated Light Valve Film or to purchase Laminated
Light Valve Film from LICENSEE, LICENSEE shall notify
LICENSOR and shall refer such party to LICENSOR. If such party
enters into a suitable agreement with LICENSOR, LICENSOR shall
inform LICENSEE whether such party may then obtain samples or
purchase Laminated Light Valve Film from LICENSEE.
4.5 Laws and Regulations. LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations
affecting the processing, use and sale or other disposition of
Laminated Light Valve Film by LICENSEE and its sublicensees,
and for obtaining all approvals necessary from governmental
agencies and other entities. LICENSEE agrees to maintain a file of
all such approvals and to send LICENSOR a copy of all such
approvals (including English translations thereof in the case of
approvals required by any foreign country) within 10 business days
of any written request for such copies by LICENSOR. LICENSEE
represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is required
to effectuate the terms of this Agreement or the transactions
contemplated hereby.
4.6 Purchase of Components from Others. By virtue of the
disclosure of Technical Information, other information, and training,
if any, provided from time to time by LICENSOR to LICENSEE and
to its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which LICENSEE
or its sublicensees makes, has made for it, or purchases from any
third party for use in Laminated Light Valve Film shall be deemed to
have been manufactured at least in part using the Technical
Information provided by LICENSOR if LICENSEE or any supplier
of a Component to LICENSEE has had access to Technical
Information of any kind of LICENSOR or its licensees and their
sublicensees, consultants, subcontractors, agents or representatives.
LICENSEE and its sublicensees each hereby agrees that (i) all Light
Valve Film and Components shall be used only in strict accordance
with the provisions of this Agreement, and that such Light Valve
Film and Components may not be used for any other purpose or
resold by LICENSEE or its sublicensees except as specifically
permitted by the license granted in Section 2.1 hereof, and (ii)
LICENSEE and its sublicensees will only look to the manufacturer
or supplier of such Light Valve Film or Component or other item
used by LICENSEE or its sublicensees and not to LICENSOR or its
affiliates for any claims, warranties, or liability relating to such
Light Valve Film or Component or other item. LICENSEE
acknowledges that LICENSOR has not made any representations or
warranties regarding the availability of any Light Valve Film or
Component, or the price thereof, and that in all respects LICENSEE
shall deal directly with the suppliers of such Light Valve Film or
Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such Light Valve
Film or Components.
4.7 No Warranties by LICENSOR. LICENSOR does not
represent or warrant the performance of any Light Valve Film,
material, Component, or information provided hereunder, and
LICENSEE expressly acknowledges and agrees that any such Light
Valve Film, material, Component or information provided by
LICENSOR hereunder is provided "AS IS" and that LICENSOR
makes no warranty with respect thereto and DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE. Except
for any breach of the terms of this Agreement, in no event shall any
party to this Agreement be liable for any damages, whether in
contract or tort (including negligence), including but not limited to
direct, consequential, special, exemplary, incidental and indirect
damages, arising out of or in connection with this Agreement or the
use, the results of use, or the inability to use any Light Valve Film,
material, Component or information provided hereunder.
4.8 Analysis. LICENSEE represents and agrees that it will
only incorporate Light Valve Film and Components received from
authorized suppliers into Laminated Light Valve Film and for no
other purpose, and that LICENSEE will not directly or indirectly
attempt to reverse-engineer any material provided to it hereunder by
LICENSOR or any supplier of any Component or of Light Valve
Film.
4.9 Inventory.[Confidential Information Omitted and filed
separately with the Securities and Exchange Commission]
4.10 No other obligations. LICENSEE and LICENSOR have
no other obligations to each other except as expressly provided in
this Agreement.
5 TRADEMARKS.
5.1 Trademarks. All trademarks or service marks that either
party may adopt and use for Light Valve Film, or other products
incorporating Light Valves are and shall remain the exclusive
property of the adopting party, and the other party shall not obtain
any rights and license to such marks under this Agreement, but may
inform others that the adopting party has licensed or produced or
processed Light Valve Film, or products incorporating Light Valves
under such ▇▇▇▇ or marks, and may use the adopting party's logo in
connection therewith. LICENSOR may require LICENSEE or its
permitted sublicensees to indicate on packaging that such product is
licensed from Research Frontiers Incorporated or to otherwise
include language and/or designations approved by LICENSOR
indicating an affiliation with Research Frontiers Incorporated.
6 INSURANCE AND INDEMNIFICATION.
6.1 Insurance. LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its operations
relating to the subject matter of this Agreement and shall name
LICENSOR as an additional insured.
6.2 Indemnification. LICENSEE, and its affiliates, successors
and assigns and sublicensees (each, an "Indemnifying Party"), each
hereby indemnify and agree to hold harmless LICENSOR and its
shareholders, officers, directors, agents and employees (each, an
"Indemnified Party"), against any liability, damage, loss, fine,
penalty, claim, cost or expense (including reasonable costs of
investigation and settlement and attorneys', accountants' and other
experts' fees and expenses) arising out of any action or inaction by
any Indemnifying Party relating to this Agreement including an
Indemnifying Party's processing, sale, use, lease or other disposition
of Laminated Light Valve Film, and related materials (other than
sales by LICENSEE to LICENSOR pursuant to Section 4.2 hereof),
or other use of the information and rights granted hereunder. Any
knowledge of LICENSEE's or its sublicensee's activities by
LICENSOR or its representatives shall in no way impose any
liability on LICENSOR or reduce the responsibilities of LICENSEE
hereunder or relieve it from any of its obligations and warranties
under this Agreement.
7 FUTURE PATENTS.
7.1 Future Patents. Each party, at its cost, shall have the right
to file patent applications in the United States and in foreign
countries covering any invention made by such party.
7.2 Improvements and Modifications. (a) If during the term of
this Agreement, LICENSOR makes any improvements or
modifications which are invented or developed by or on behalf of
LICENSOR after the Effective Date of this Agreement and on or
before December 31, 2002, and which relate in any way to or are
useful in the lamination of Light Valve Film, such improvements and
modifications shall from time to time be disclosed to LICENSEE and
be automatically included, on a non-exclusive basis, in the rights and
licenses granted pursuant to Section 2.1 hereof, and any patents
and/or patent applications relating thereto shall automatically be
added to Schedule A hereof.
(b) Any future improvements or modifications invented or
developed by or on behalf of LICENSEE, LICENSEE's sublicensees
and LICENSOR (other than as specifically described in Sections
7.2(a)) after the Effective Date of this Agreement, if any, which
relate in any way to or are useful in the lamination, design,
operation, manufacture and assembly of Light Valves, Light Valve
Film and/or to the suspensions or other components used or usable in
Light Valves and/or Light Valve Film shall not be included in this
Agreement. Upon written request by the non-inventing party,
LICENSOR and LICENSEE shall negotiate with each other
regarding the grant of nonexclusive rights and licenses to use such
improvements and modifications, but neither party shall be obligated
to grant such rights and licenses to one another.
(c) During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any obligation
to reveal details which would be confidential information), at least as
frequently as once a year in January of each calendar year, if any
significant improvements or modifications (other than as specifically
described in Section 7.2(a)) have been made relating to the subject
matter of this Agreement, and as to the general nature of any such
improvements and modifications.
(d) Notwithstanding the foregoing, LICENSOR may, but shall
not be required to, voluntarily and without additional cost to
LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE rights in
such certain future improvements and modifications, and any
information so disclosed will be considered Technical Information
which LICENSEE shall be obligated to keep confidential pursuant to
Section 12.1 of this Agreement. In connection therewith,
LICENSOR, may voluntarily add patents and/or patent applications
to Schedule A hereof. No disclosure of any information by
LICENSOR shall in any way establish a course of dealing or
otherwise require LICENSOR to make any future disclosure of
information under this Agreement.
7.3 Foreign Patent Applications. During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country. If so
designated and if legally possible to do so, LICENSOR agrees to
promptly file, prosecute and maintain such applications and resulting
patents, and LICENSEE shall pay to LICENSOR the complete cost,
including reasonable attorney's fees, to file, prosecute and maintain
any such patent application and resulting patents specifically so
designated by LICENSEE.
8 TECHNOLOGY TRANSFER.
8.1. Materials. Upon request by LICENSEE, during the term
of this Agreement and when mutually convenient to LICENSOR and
LICENSEE, LICENSOR shall supply LICENSEE with small
quantities of materials related to Light Valve Film for experimental
use only by LICENSEE, and shall charge LICENSEE $750 per
man/day plus the cost of any other materials used in making such
materials, plus the cost of shipping such materials to LICENSEE.
Each invoice submitted by LICENSOR for such service shall include
detailed explanations of the charges, and, if requested by
LICENSEE, copies of receipts. The parties acknowledge that
LICENSOR has no obligation to transfer to LICENSEE any
Technical Information other than as may be embodied in such
sample materials, and that, other than sample materials, if any, that
may be supplied by LICENSOR as aforesaid, LICENSEE will be
acquiring materials from authorized suppliers other than
LICENSOR.
8.2 Inquiries. LICENSEE and LICENSOR may also at any time
during the term of this Agreement make reasonable inquiry by
telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.
8.3 Visits. During all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of the
host company, and each party to this Agreement will indemnify and
hold the other party harmless from any liability, claim or loss
whatsoever (i) for any injury to, or, death of, any of its employees or
agents while such persons are present at the facility of the other
party; and (ii) for any damages to its own property or to the property
of any such employee or agent which may occur during the presence
of any such person at the facility of the other party, regardless of
how such damage occurs.
8.4 Sole Purpose. Any documentation or information supplied
pursuant to this Agreement by either party to the other shall be used
solely for the purposes set forth in this Agreement.
9 INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.
9.1 Proprietary Rights: Notices. Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented
inventions of the other. Either party may add its own patent notice to
any copy or embodiment which contains its patented inventions.
9.2 LICENSOR Exclusive Owner. LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and exclusive
owner of the patents and patent applications listed on Schedule A,
and that, except for the rights granted hereunder, LICENSEE shall
not have any rights or attempt to assert any ownership rights in and
to those patents and patent applications.
10 TERM AND TERMINATION.
10.1 Term. The term of this Agreement shall extend from the
Effective Date of this Agreement to the date of termination of this
Agreement. Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon the
expiration of the later of (A) the last to expire of the patents now or
hereafter listed in Schedule A hereof, and (B) the expiration of the
period in which LICENSEE is obligated to maintain confidential
Technical Information of LICENSOR pursuant to Section 12.1
hereof.
10.2 Termination by LICENSEE. LICENSEE may terminate
this Agreement effective as of December 31, 2007 or as of any
anniversary thereof by giving LICENSOR prior notice thereof unless
sooner terminated as hereinafter provided. Such notice shall be
made in writing and shall be given between 60 and 90 days prior to
the effective date for which such termination is to be effective. If
LICENSEE decides to terminate this Agreement for any reason,
LICENSEE shall provide LICENSOR, along with the
aforementioned notice of termination, with a written report
describing the reasons for such termination. After the expiration or
termination of this Agreement, LICENSEE shall have no right to
sell, and no obligation to manufacture and deliver, Laminated Light
Valve Film to any Authorized User or to any other party.
10.3 Termination by LICENSOR. LICENSOR may terminate
this Agreement at any time effective as of December 31, 2007 or as
of any anniversary thereof upon at least 30 days' notice to
LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one year's notice of any early
termination under this Section 10.3 if LICENSEE is producing and
selling Laminated Light Valve Film hereunder. Notwithstanding the
foregoing, LICENSOR may terminate this Agreement at any time
upon at least 30 days' notice to LICENSEE if LICENSEE shall have
failed to make any payment when due or at any time breach any
material term of this Agreement and such payment is not made or
such breach is not cured within any applicable cure period specified
in Article 11 of this Agreement, or repeatedly provide inaccurate
reports hereunder, or if there has been a cessation by LICENSEE of
general operations or of work related to Laminated Light Valve
Film.
10.4 Effect of Termination. If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall cease,
and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and summaries
thereof; provided, however, that LICENSEE may retain solely for
archival purposes one copy of all such documents in its legal
department files, (2) at LICENSOR's option, LICENSEE shall,
within 30 days of the date of such termination, either (A) sell and
deliver to LICENSOR under the terms specified in Section 4.2 any
Laminated Light Valve Film which shall then be in the possession of
LICENSEE, and, if requested by LICENSOR, LICENSEE shall
finish and deliver to LICENSOR any Light Valve Film in inventory
or in the process of being laminated as soon as possible and, in any
case, not later than 30 days after receiving LICENSOR's request,
and/or (B) with respect to any unsold inventory and work in the
process of manufacture, to complete such work in process and sell
any remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Laminated
Light Valve Film (and Light Valve Film in the process of being
laminated) not sold under this Section 10.4 and (3) if this Agreement
is terminated for any reason on or before December 31, 2007,
LICENSEE hereby grants to LICENSOR a nonexclusive, royalty-
free, irrevocable, worldwide license with the right to grant
sublicenses to others to utilize all technical information,
improvements and/or modifications (whether or not the subject of
patents or pending patent applications) developed or invented by or
on behalf of LICENSEE and/or its sublicensees, subcontractors, or
agents hereunder through the date of such termination of this
Agreement relating to Light Valves, Light Valve Film or the
components or lamination thereof which relate to or arise out of
Technical Information disclosed by LICENSEE to LICENSOR or
are otherwise developed by LICENSEE, and upon such termination,
LICENSEE shall provide LICENSOR in reasonable detail complete
information regarding such technical information, improvements
and/or modifications. The foregoing license shall be self-
effectuating, but LICENSEE agrees upon written notice by
LICENSOR at any time hereafter to deliver to LICENSOR within 30
days of such notice any document or other instrument reasonably
requested by LICENSOR to convey such license rights to
LICENSOR such as, by way of example, confirmations or
instruments of conveyance or assignment. No termination of this
Agreement by expiration or otherwise shall release LICENSEE or
LICENSOR from any of its continuing obligations hereunder, if any,
or limit, in any way any other remedy one party may have against the
other party. Notwithstanding the foregoing, LICENSEE's
obligations to LICENSOR under Sections 3.1, 3.2, 4.2, 4.3, 4.4, 4.5,
4.6, 4.7, 4.8, 6.1, 6.2, 7.2, 8.5, 10.2, 10.4, 12.1, and Articles 13 and
14 shall survive any termination or expiration of this Agreement.
11 EVENTS OF DEFAULT AND REMEDIES.
11.1 Events of Default. Each of the following events shall
constitute an "Event of Default" under this Agreement:
11.1.1 (a) A party's failure to make any payment due in a
timely manner or a party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented facts
or circumstances, if curable, remain uncured thirty (30) days after
written notice of such misrepresentation is received by the breaching
party; and, in either case, if such breach or misrepresentation is not
curable, termination shall occur thirty (30) days after such
misrepresentation or breach at the option of the non-breaching party;
or
11.1.2 The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's filing
of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt which
has not been dismissed within ninety (90) days of its filing; (c) the
appointment of a receiver or trustee for such first party which has
not been rescinded within ninety (90) days of the date of such
appointment; or (d) such first party otherwise becoming insolvent or
otherwise making an assignment for the benefit of creditors.
11.2 Default by a Party. If there occurs an Event of Default
with respect to a party, the other party may:
(a) seek damages; and/or
(b) seek an injunction or an order for mandatory or specific
performance; and/or
(c) terminate this Agreement and the licenses granted to
LICENSEE hereunder whereupon the non-defaulting party
shall have no further obligations under this Agreement
except those which expressly survive termination.
12 CONFIDENTIALITY.
12.1 Confidential Information. (a) LICENSEE agrees for itself,
its sublicensees, and their employees and agents that for twenty (20)
years from the later of the Effective Date of this Agreement or the
latest date of its receipt of information disclosed to LICENSEE by
LICENSOR pursuant to this Agreement, such information shall be
held in confidence; provided, however, there shall be no obligation
to treat as confidential information which is or becomes available to
the public other than through a breach of this obligation, or which
was already possessed by LICENSEE in writing (or otherwise
provable to be in the possession of LICENSEE) prior to the Effective
Date of this Agreement (and was not received from LICENSOR) or
which is shown by LICENSEE to have been received by it from a
third party who had the legal right to so disclose it without
restrictions and without breach of any agreement with LICENSOR
or its licensees. The burden of proving the availability of any
exception of confidentiality shall be on the LICENSEE. LICENSOR
shall affix an appropriate legend on all written documentation given
to LICENSEE which contains confidential information.
LICENSEE acknowledges that the list of patent applications
contained on Schedule A shall be deemed to be confidential
information. Other than for the oral information conveyed during any
training conducted pursuant to this Agreement, if any, all of which
shall be deemed to be confidential information, if confidential
information is otherwise conveyed orally by LICENSOR after
training has been completed, LICENSOR shall specify to
LICENSEE at the time such information is being conveyed (or in a
subsequent letter referring to the conversation) that the information
conveyed is confidential. It is understood and agreed that, unless
otherwise provided in a separate agreement between LICENSEE and
LICENSOR, LICENSEE has no obligation hereunder to provide
LICENSOR with any confidential or proprietary information, and
that LICENSOR shall have no obligation hereunder to LICENSEE to
maintain in confidence or refrain from commercial or other use of
any information which LICENSOR is or becomes aware of under
this Agreement. The terms and provisions of this Agreement or any
other agreement between the parties shall not be considered
confidential, and the parties hereto acknowledge that, pursuant to the
Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder, LICENSOR may file copies of this
Agreement with the Securities and Exchange Commission and with
NASDAQ and with any other stock exchange on which
LICENSOR's securities may be listed. LICENSEE agrees that for
the period of time during which LICENSEE is obligated to keep
Technical Information confidential hereunder, LICENSEE will not
make, use, sell, lease or otherwise dispose of products using or
directly or indirectly derived from confidential information or
sample materials supplied to LICENSEE by LICENSOR or its
licensees, sublicensees, or any of their affiliates relating to Light
Valve Film, Light Valves or components thereof, or which otherwise
comprise suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the optical
characteristics of the suspension ("SPD Technology") unless an
agreement between LICENSOR and LICENSEE permitting it to do
so is in full force and effect and the royalties, if any, provided in
such agreement are being paid to LICENSOR on such products. The
foregoing restriction shall not apply to products (i) which do not
directly or indirectly incorporate SPD Technology, such as, but not
limited to, liquid crystal devices, or electrochromic devices, or (ii)
which incorporate technology involving suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension but
which is independently developed and which is not in any way
directly or indirectly derived from any Technical Information of
LICENSOR or its licensees, sublicensees, or any of their affiliates.
LICENSEE shall have the burden of proving by clear and convincing
evidence that the availability of any exception of confidentiality
exists or that the foregoing restrictions do not apply to a particular
product. Nothing contained in this section, however, shall be
construed as granting LICENSEE any rights or licenses with respect
to any Technical Information or patents of LICENSOR or its other
licensees or their sublicensees.
(b) LICENSEE will have the right to provide materials to, and
to disclose information to a subcontractor relating to this Agreement;
provided, however, that LICENSEE shall only disclose such
information as is strictly necessary to enable said subcontractor to
perform its manufacturing task, and provided that prior to disclosing
any information to said subcontractor, said subcontractor has signed
a secrecy agreement with LICENSEE at least as protective of
LICENSOR's Technical Information as the provisions of this
Agreement, including, without limitation, said subcontractor's
specific agreement to be bound by the provisions of Section 12.1
hereof to the same extent as LICENSEE. For such purposes,
LICENSEE may develop a standard form of secrecy agreement for
LICENSOR's approval, after which LICENSEE may use such
secrecy agreement with all subcontractors without LICENSOR's
prior approval of the secrecy agreement being necessary. LICENSEE
shall have all subcontractors sign said secrecy agreement prior to the
disclosure of Technical Information to said subcontractor, and
LICENSEE shall send LICENSOR a copy of every such secrecy
agreement within thirty (30) days after the execution thereof.
13 WARRANTIES AND REPRESENTATIONS.
13.1 Reciprocal Representations. Each party represents and
warrants to the other that:
13.1.1 Valid Agreement. The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action by LICENSOR and
LICENSEE and this Agreement is a valid and binding obligation
enforceable against the parties in accordance with its terms, except
to the extent limited by bankruptcy, insolvency, moratorium and
other laws of general application relating to general equitable
principles;
13.1.2 No Conflicts. Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any other
entity; and
13.1.3 Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a party
under this Section 13.1.3 may appear on such party's (or its
subsidiaries'or sublicensees') Internet web site, along with links to
the Internet web sites, and specific pages therefrom, of the other
party and its subsidiaries and sublicensees.
13.2 LICENSOR Representations. LICENSOR represents and
warrants, for the benefit of LICENSEE, that:
13.2.1 Title. As of the date hereof, LICENSOR represents and
warrants that it has the right to convey the rights and licenses
granted by this Agreement, and otherwise to perform its obligations
under this Agreement. LICENSOR has caused its employees who are
employed to do research, development, or other inventive work to
disclose to it any invention or information within the scope of this
Agreement and to assign to it rights in such inventions and
information in order that LICENSEE shall receive, by virtue of this
Agreement, the licenses granted to it under Section 2.1 hereof.
13.2.2 Infringement. As of the date hereof, LICENSOR is not
aware of any claim for patent infringement or the misappropriation
of trade secrets, being asserted against it by any third party; or of any
infringement of the patents listed on Schedule A hereto by any entity.
13.2.3 Patents in Force. To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.
13.3 No Warranty. LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize Laminated Light Valve Film, or (b) as to the validity
of any patent.
13.4 Representation. LICENSOR hereby represents and
warrants that, as of the Effective Date hereof, to the best of its
knowledge there have been no claims, actions or proceedings
brought or threatened against it or its licensees alleging that any
Light Valve Film, and Light Valves manufactured using Technical
Information or other technical information disclosed by LICENSOR
constitutes infringement of any patent of any third party.
14 MISCELLANEOUS.
14.1 Applicable Law. This Agreement shall be interpreted,
construed, governed and enforced in accordance with and governed
by the laws of the State of New York, and LICENSOR and
LICENSEE hereby submit to the exclusive jurisdiction of the state or
federal courts located in the County of Nassau and State of New
York for such purposes. Should any dispute arise between
LICENSOR and LICENSEE in connection with this Agreement,
LICENSOR and LICENSEE shall first endeavor to settle such
dispute in an amicable manner through mutual consultation.
14.2 Confidentiality In Court Proceeding. In order to protect
and preserve the confidential information of a party which the parties
recognize may be exchanged pursuant to the provisions of this
Agreement, the disclosing party may request, and the receiving party
shall not oppose, the court in any action relating to this Agreement to
enter a protective order to protect information which is confidential
information under Section 12.1 and to seal the record in the action or
to hold the proceedings, or portion of the proceedings, in camera;
provided, that the requested terms do not prejudice the receiving
party's interests. Nothing, however, shall preclude either party from
thereafter moving to unseal its own records or to have matter and
information designated as confidential under any relevant protective
order designated otherwise in accordance with the circumstances as
they shall appear at that time.
14.3 Severability. If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision that
is legal and enforceable and is as nearly as possible consistent with
the intentions underlying the original provision. If the remainder of
this Agreement is not materially affected by such declaration or
finding and is capable of substantial performance, then the
remainder shall be enforced to the extent permitted by law.
14.4 Waiver. Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained in
this Agreement or provided by law, shall not constitute or be
construed as a waiver or relinquishment of the performance of such
provision or right or the right subsequently to demand such strict
performance or exercise of such right, and the rights and obligations
of the parties shall continue unchanged and remain in full force and
effect.
14.5 Captions. The captions and headings in this Agreement
are inserted for convenience and reference only and in no way define
or limit the scope or content of this Agreement and shall not affect
the interpretation of its provisions.
14.6 Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns. However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written consent
of LICENSOR except to a successor to substantially all of its
business relating to Light Valves and whose obligations hereunder
are guaranteed to LICENSOR by LICENSEE. LICENSOR may
assign all of its rights and obligations hereunder to any successor to
any of its business interests or to any company controlling or
controlled by LICENSOR. All assignees shall expressly assume in
writing the performance of all the terms and conditions of this
Agreement to be performed by the assigning party, and an originally
signed instrument of such assumption and assignment shall be
delivered to the non-assigning party within 30 days of the execution
of such instrument.
14.7 Schedules. All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth fully in
this Agreement.
14.8 Entire Agreement. This Agreement constitutes the entire
understanding and agreement between LICENSOR and LICENSEE
with respect to the subject matter hereof, supersedes all prior
agreements, proposals, understandings, letters of intent, negotiations
and discussions with respect to the subject matter hereof and can be
modified, amended, supplemented or changed only by an agreement
in writing which makes specific reference to this Agreement and
which is executed in writing by the parties; provided, however, that
either party may unilaterally waive in writing any provision
imposing an obligation on the other.
14.9 Notices. Any notice required or permitted to be given or
made in this Agreement shall be in writing and shall be deemed
given on the earliest of (i) actual receipt, irrespective of method of
delivery, (ii) on the delivery day following dispatch if sent by
express mail (or similar next day courier service), or (iii) on the sixth
day after mailing by registered or certified air mail, return receipt
requested, postage prepaid and addressed as follows:
LICENSOR: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman and CEO
Research Frontiers Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
LICENSEE: ▇▇▇▇ ▇▇▇▇▇▇▇, President
Laminated Technologies Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
or to such substitute addresses and persons as a party may designate
to the other from time to time by written notice in accordance with
this provision.
14.10 Bankruptcy Code. In the event that either party should
file a petition under the federal bankruptcy laws, or that an
involuntary petition shall be filed against such party, the parties
intend that the non-filing party shall be protected in the continued
enjoyment of its rights hereunder to the maximum feasible extent
including, without limitation, if it so elects, the protection conferred
upon licensees under section 365(n) of Title 17 of the U.S. Code.
Each party agrees that it will give the other party immediate notice
of the filing of any voluntary or involuntary petition under the
federal bankruptcy laws.
14.11 Construction. This Agreement and the exhibits hereto
have been drafted jointly by the parties and in the event of any
ambiguities in the language hereof, there shall no be inference drawn
in favor or against either party.
14.12 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
14.13 Status of the Parties. The status of the parties under this
Agreement shall be solely that of independent contractors. No party
shall have the right to enter into any agreements on behalf of the
other party nor shall it represent to any person that it has such right
or authority.
The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of
the date and year first above written, whereupon it became effective
in accordance with its terms.
RESEARCH FRONTIERS INCORPORATED
By:_____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Date: December 13, 2002
LAMINATED TECHNOLOGIES INC.
By:___________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇, President
Date: December 13, 2002
Schedule A
(As of December 13, 2002)
LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
4,772,103 ▇▇▇▇▇▇ ▇. ▇▇▇▇
"Light Valve Containing an Improved
Suspension, and Liquids Therefor" 9/20/88 8/8/06
5,002,701 ▇▇▇▇▇▇ ▇. ▇▇▇▇
"Light Polarizing Materials and
Suspensions Thereof" 3/26/91 3/26/08
4,877,313 ▇▇▇▇▇▇ ▇. ▇▇▇▇ et al
"Light Polarizing Materials and
Suspensions Thereof" 10/31/89 2/10/09
5,093,041 ▇▇▇▇▇▇ ▇. Check, III et al
"Light-Polarizing Material Based on
Ethylene-diamine Polyacetic Acid
Derivatives" 3/03/92 7/30/10
5,111,331 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
"Electro-Optical Light Modulator" 5/05/92 7/5/09
5,130,057 ▇▇▇▇▇▇ ▇. ▇▇▇▇
"Light Polarizing Materials and
Suspensions Thereof" 7/14/92 10/31/06
Schedule A (Continued)
Date Expiration
Patents in the United States Issued Date
5,279,773 ▇▇▇▇▇▇ ▇. ▇▇▇▇
"Light Valve Incorporating A Suspension
Stabilized With A Block Polymer" 1/18/94 3/23/12
5,325,220 ▇▇▇▇▇▇ ▇. ▇▇▇▇
"Light Valve With Low Emissivity
Coating As Electrode" 6/28/94 3/9/13
5,463,491 ▇▇▇▇▇▇ ▇. Check III
"Light Valve Employing a Film Comprising
An Encapsulated Liquid Suspension And
Method of Making Such Film" 10/31/95 11/6/12
5,463,492 ▇▇▇▇▇▇ ▇. Check III
"Light Modulating Film of Improved
Clarity For A Light Valve" 10/31/95 11/6/12
5,461,506 ▇▇▇▇▇▇ ▇. Check III et al
"Light Valve Suspensions Containing A
Trimellitate Or Trimesate And Light
Valves Containing The Same" 10/24/95 5/11/13
5,467,217 ▇▇▇▇▇▇ ▇. Check III et al
"Light Valve Suspensions and Films
Containing UV Absorbers and Light
Valves Containing The Same" 11/14/95 5/11/13
5,516,463 ▇▇▇▇▇▇ ▇. Check III et al
"Method of Making Light
Polarizing Particles" 05/14/96 07/08/14
5,650,872 ▇▇▇▇▇▇ ▇. ▇▇▇▇ et al
"Light Valve Containing
Ultrafine Particles" 07/22/97 07/22/14
5,728,251 ▇▇▇▇▇▇ ▇. Check, III
"Light Modulating Film of Improved
UV Stability For a Light Valve" 03/17/98 09/27/1
Schedule A (Continued)
Date Expiration
Patents in the United States Issued Date
5,764,402 ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇
"Optical Cell Control System" 06/09/98 xx/xx/xx
5,838,482 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
"Optical Cell" 11/17/98 xx/xx/xx
5,691,849 ▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇
"Rear-View Assembly for a Vehicle
and an Adaptor Therefor" 11/25/97 xx/xx/xx
6,114,405 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ et al
"Ultraviolet Radiation-Curable
Light-Modulating Film for a Light
Valve, and Method of Making Same" 09/05/00 10/09/17
6,156,239 ▇▇▇▇▇▇ ▇. ▇▇▇▇ et al
"Light Polarizing Material, Liquid
Suspensions and Films Thereof, and Light
Valve Incorporating Same" 12/05/00 2/26/19
6,271,956B1 ▇▇▇▇▇▇ ▇. ▇▇▇▇ et al
"Method and Materials for Enhancing the
Adhesion of SPD Films and Light Valves
Comprising Same" 08/07/01 03/02/20
6,301,040 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ et al
"SPD Films Having Improved Properties and
Light Valves Comprising Same" 10/09/01 05/24/20
6,334,967 B1 ▇▇▇▇▇▇ ▇. ▇▇▇▇ et al
"Light Polarizing Particles of Improved
Particle Size Distribution" 01/01/02 12/21/20
(See also listing for PCT/US99/15508)
6,416,827 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ et al
"SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]
6,429,961B1 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ et al
"Methods for Retrofitting Windows With Switchable
and Non-Switchable Window Enhancements and
Retrofitted Windows Produced Thereby" 08/06/02 10/03/20
PENDING UNITED STATES APPLICATIONS
Serial Number Filing Date
[Confidential Information Omitted and filed separately with the Securities
and Exchange Commission]
Schedule B (As of December __, 2002)
LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR
LAMINATED LIGHT VALVE FILM
Research Frontiers Incorporated All applications Worldwide
AP Technoglass Co. Sunroof glass for other licensees Worldwide
American Glass Products Architectural and automotive windows Worldwide
(except Korea)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corp. SPD displays Worldwide
BOS GmbH Variable light transmission sunshades
and sunvisors Worldwide
Cricursa ▇▇▇▇▇▇▇▇▇ Curvados S.A. Architectural and automotive windows Worldwide
(except Korea)
Glaverbel, S.A. Automotive vehicle rear-view mirrors, Worldwide
transportation vehicle sunvisors,and(exceptKorea
architectural and automotive windows for windows)
Global Mirror GmbH Rear-view mirrors and sunvisors Worldwide
Hankuk Glass Industries Inc./SPD Inc. Broad range of SPD light control Worldwide
products including windows, flat panel displays,
automotive vehicle rear-view mirrors and
sunvisors (installed as original equipment
on Korean-made cars), and sunroofs; SPD film
for licensees and prospective licensees
InspecTech Aero Service, Inc.Aircraft windows,cabin doors and dividers Worldwide
(except Korea)
Isoclima S.p.A. Architectural and automotive windows Worldwide
(except Korea)
N.V. Bekaert S.A. Architectural and automotive windows Worldwide
(except Korea)
Razor's Edge Technologies, Inc. Architectural windows Worldwide
(except Korea)
SPD Systems, Inc. Architectural and appliance windows Worldwide
(except Korea)
ThermoView Industries, Inc. Architectural windows Worldwide
(except Korea)
[INFORMATION REGARDING OTHER AUTHORIZED USERS WILL BE
PROVIDED BY LICENSOR TO LICENSEE FROM TIME TO TIME IN THE
FUTURE]
