AGREEMENT
FOR TECHNOLOGY COOPERATION & DEVELOPMENT
This Technology Cooperation & Development Agreement ("Agreement") is made and
entered into on this 9th day of March 2004, by and between the following:
Photron Technologies Ltd. ("Photron"); and
aeroTelesis, Inc. ("aeroTelesis")
aeroTelesis and Photron are hereinafter jointly referred to as the "Parties" to
this Agreement. If any additional provisions needed to be made to this
Agreement, the Parties mutually agree to do so only in writing and will attach
any such written provisions as an Addendum to this Agreement. Furthermore, the
Parties will use this Agreement as the foundation for a more definitive
agreement to be determined in the future and which will supercede this Agreement
in its entirety.
RECITALS
Whereas Photron is a wireless technology company specializing in the design,
development and integration of next generation wireless transmission methods &
techniques as well as other wireless systems & devices; and is the developer and
manufacturer of a proprietary ultra narrowband technology called Ultra Spectral
Modulation ("USM"); and
Whereas aeroTelesis is a global wireless communications services company for
networks such as mobile wireless, wireless local loop, Voice over Internet
Protocol (VoIP) as well as satellite communications and is focused in the
commercial deployment of new and higher generations of wireless networks; and
Whereas the Parties entered into a License Agreement dated February 27, 2004,
for which it was agreed that Photron would license its USM technology to
aeroTelesis for use in basic telecommunication services on a semi-exclusive
basis as well for use in satellite networks on an exclusive basis; and
Whereas aeroTelesis has established strategic relationships with leading U.S.
satellite companies for the potential integration of USM into satellite
communications and can initiate the development of other possible business
relationships with wireless technology companies to pursue other applications
for USM in voice, data, & video networks; and
Whereas aeroTelesis has organized a series of laboratory demonstrations for
Photron to demonstrate to these satellite companies the high speed data rates
that USM can achieve in narrow bandwidth channels; and, furthermore, aeroTelesis
is arranging for additional laboratory demos to be followed by one or more field
trials in the U.S. and Southeast Asia; and
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AGREEMENT
FOR TECHNOLOGY COOPERATION & DEVELOPMENT
Whereas the Parties recognize the opportunity to establish a formal technology
cooperation and development relationship that will enable the Parties to closely
collaborate in the commercial development USM products & systems that
aeroTelesis will deploy in its target markets.
Now, therefore, for and in consideration of the foregoing premises and the
mutual covenants and stipulations hereinafter set forth, the Parties hereby
agree as follows:
1. SCOPE OF THE TECHNOLOGY COOPERATION & DEVELOPMENT:
The primary scope of this Agreement will comprise technology cooperation and
development for the USM products and systems that aeroTelesis intends to deploy
in its target markets through its license from Photron. This cooperation and
development is specifically applicable for the following network services:
o Wireless Local Loop (WLL)
o Mobile Voice & Data Networks
o Satellite Communications
o Voice over Internet Protocol (VoIP)
o Others to be determined
The Parties recognize that each party has its own areas of expertise - including
but not limited to network design, engineering, systems integration, and others
- and they endeavor to work in cooperation and collaboration with each other, as
necessary and subject to the specifications & requirements that aeroTelesis
needs for its wireless networks, to maximize their skills for the development of
new and higher generations of wireless products & systems based upon USM.
2. JOINT COMMUNICATION BETWEEN THE PARTIES
It is clearly understood that the USM technology requires further development
prior to commercial deployment for these network services and that the
communication between the Parties for this Technology Cooperation & Development
specifically refers to the network services (as defined above) that aeroTelesis
intends to deploy. As necessary and appropriate, aeroTelesis will participate in
technical discussions and offer its suggestions and views on the commercial
development of the USM technology for aeroTelesis' networks. Photron will also
encourage and/or request aeroTelesis' participation as and when it deems to be
most appropriate.
It is agreed that the Parties will maintain open lines of communication and will
regularly update the other party on technical issues or questions that need to
be addressed. If, in the future, it is determined that a more structured
communication system and regular meeting schedules need to be established, then
the Parties will organize such.
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AGREEMENT
FOR TECHNOLOGY COOPERATION & DEVELOPMENT
At this time, it is recognized by Photron that the Chairman and CEO of
aeroTelesis, Xx. Xxxxx Xxxxxxxxx, will lead most of the technical discussions on
behalf of aeroTelesis; and his insights and guidance are most welcomed by
Photron.
3. AREAS FOR TECHNICAL COOPERATION AND DEVELOPMENT
The Parties agree to share knowledge and expertise in the development of USM
products and systems that will be deployed by aeroTelesis for its various
wireless networks. This will include but not be limited to the following
activities:
o Product definition and design
o Systems integration
o Identification of new applications and upgrading existing
applications
o Identification of new partnerships with other wireless technology
companies
o Other areas
There may be other occasions when "out of the ordinary" technical matters needs
to be addressed by the Parties. As such, the Parties have the option to outline
such matter in writing and describe the steps that need to be taken. The Parties
can then approve the necessary action items as they determine to be best.
4. LABORATORY FACILITIES
Photron intends to establish a laboratory facility (the "Lab") in the Silicon
Valley region. The purpose of the Lab is to initially integrate the USM
technology into a microchip, such as a DSP or ASIC. Subsequently, the Lab will
perform other commercialization activities, such as systems integration, related
to the development of the USM products & systems.
Photron recognizes the potential need for technical input and guidance from
aeroTelesis, since aeroTelesis will deploy the USM products & systems in
multiple markets. Since aeroTelesis has expertise and knowledge of the technical
specifications and requirements for its wireless networks and has the ability to
provide Photron with technical guidance and product/systems specifications,
Photron agrees to invite aeroTelesis to visit the Lab as well as to potentially
provide working space for aeroTelesis executives and/or technical staff to work
in conjunction with Photron's team at the Lab (under Photron's supervision) as
and when the situation is appropriate.
5. TECHNICAL ADVISORY/CONSULTING SERVICES
There may be times when aeroTelesis can help to provide technical
advisory/consulting services (the "Consulting Services") for Photron that will
benefit both Parties in respect of the development of USM and its deployment
into the international markets. In particular, such services may be useful to
raise the profile of USM in making it into a new wireless standard, like GSM and
CDMA are known as the predominant wireless standards today. With respect to the
types of Consulting Services that aeroTelesis may be able to provide, they could
be the following:
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AGREEMENT
FOR TECHNOLOGY COOPERATION & DEVELOPMENT
o Technology validation activities
o Technology analysis and reviews
o Academic research studies
o Others
In consideration for the Consulting Services, Photron will pay cash fees to
aeroTelesis on a case-by-case basis, for which the amount of consideration will
be negotiated by the Parties upon the task and scope of work being defined.
In determining the Consulting Services that are necessary, the Parties have the
option to proceed with two courses of action:
1. Photron will identify the type of consulting service that it requires from
aeroTelesis and will inform aeroTelesis in writing accordingly; OR
2. aeroTelesis will identify the type of consulting service that it can
provide to help benefit the USM technology and will suggest, in writing,
the type of work to be done and its related consulting role (subject to
Photron's written approval)
Prior to any consulting services, for either of the two options, being provided
by aeroTelesis, the Parties will agree in writing to the nature of the activity
and amount of fees to be paid.
6. CONFIDENTIALITY & NON-DISCLOSURE
Each party agrees to hold in the strictest confidence and not to disclose any of
the Confidential Information shared or exchanged hereunder, except to the extent
disclosure thereof is necessary to instruct any of its employees or others in
its operation or as required by law, and further agrees and warrants that its
officers, directors, agents, affiliates, consultants and employees shall have
entered into agreements not to disc lose any of such Confidential Information
prior to disclosure to them of any of such Confidential Information.
This Agreement is legal and binding upon the Parties under the laws of the
Republic of Singapore.
SIGNATORIES
_____________________ ________________________
Photron Technologies Ltd. aeroTelesis, Inc.
Xxxxxxx Xxxx, Director Xxxxxx Xxxxxxxxx, President
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