PATENT ASSET PURCHASE AGREEMENT AND LICENSE
This Patent Asset Purchase Agreement and License ("Agreement"), dated as
of August 14, 1998 (the "Closing Date"), is made by and between
AlliedSignal Inc., a Delaware corporation and acting through its Defense & Space
Systems business unit having offices at 000 Xxxxx 00, Xxxxxxxxx, XX 00000 and
000 Xxxxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxx Xxxxxx 00000 X.X.X. and AlliedSignal
Technologies Inc., a corporation of the State of Arizona, having an office at
0000 Xxxxx Xxxxx Xxxxx, Xxxxx, Xxxxxxx 00000, X.X.X. (collectively referred to
as "Seller"), and Laser Energetics Inc., having an office at 0000 Xxxxxx Xxxxxx
Xxxx, Xxxxxxxxxxx, XX 00000, U.S.A., hereinafter referred to as "Purchaser.
Seller and Purchaser, collectively, hereinafter may also be referred to as
"Parties"
BACKGROUND
Whereas, Seller is the owner of certain patents and related equipment and
documentation relating to Lasers (as defined below); and
Whereas, Purchaser is interested in acquiring the patents and related
equipment and documentation from Seller; and
Whereas, Seller is willing to sell and Purchaser is willing to purchase
the patents and related equipment and documentation under the terms and
conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein set forth,
the parties hereto agree as follows:
SECTION 1 - DEFINITIONS
As used in this Agreement, the following terms shall have the indicated
meanings set forth below:
1.1 "Accounting Period" shall mean a calendar year for the years 1999 through
2013.
1.2 "Acquired Assets" shall mean the Patents together with related Equipment and
Documentation.
1.3 "Net Sales" shall mean the amount actually billed by Purchaser, or its
Affiliates or Licensees to its customers as shown on their invoices, on
arms-length sales of Product, less the following deductions where applicable:
1.3.1 normal and customary cash and trade discounts and credits for
returns and allowances;
1.3.2 insurance costs and transportation charges, if any, paid or allowed
by Purchaser; and
1.3.3 sales or other taxes or duties imposed upon and paid by Purchaser.
1.3.4 If Purchaser, Affiliates or sublicensees provide Product to
customers for other than cash compensation, then the basis for calculating
the Net Sales shall mean the average Net Sales of the Product sold by
Purchaser, its Affiliates or sublicensees to arms-length customers during
the annual deferred payment period in question; if there are no such sales
during such period, then the parties shall agree on a reasonable Net Sales
for the purpose of calculating royalties; or
1.4 "Seller" and "Purchaser" shall include the Affiliates of the named company.
1.5 "Affiliate" shall mean a corporation, company, or any other legal entity
directly or indirectly controlling, controlled by, or under common control with
Seller or Purchaser.
1.6 "Patents" shall mean the active U.S. patents and their foreign counterparts
as listed in Exhibit A and expired U.S. patents and their foreign counterparts
as listed in Exhibit B. Patents shall include all divisionals, continuations,
continuations-in-part, re-examinations and reissues thereof.
1.7 "Patent Documents" shall mean all records and physical embodiments relating
to the Patents in the documentary form as it exists in Seller's files.
1.8 "Equipment and Documentation" shall mean the equipment and documentation as
it currently exists, listed in Exhibit C.
1.9 "Product" shall mean any and all products or components that employ or are
produced by the practice of inventions claimed in the Patents.
1.10 "Closing Date" shall mean the day on which this Agreement is fully executed
by both Parties.
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SECTION 2 - PURCHASE AND SALE
2.1 Purchase and Sale Subject to the terms and conditions of this Agreement,
Seller hereby sells, conveys, transfers, assigns and delivers to Purchaser, and
Purchaser hereby purchases and accepts from Seller, all of Seller's right, title
and interest in and to all of the Acquired Assets.
2.1.1 Purchaser acknowledges that Exhibit B represents patent assets that
have expired and are no longer valid.
2.2 Delivery Seller shall deliver, at Purchaser's expense, within thirty (30)
days of the Closing Date, all Patent Documents and all Equipment and
Documentation to Purchaser.
SECTION 3 - BASE PURCHASE PRICE AND DEFERRED COMPENSATION
3.1 Purchase Price and Payment Purchaser is acquiring the Acquired Assets for a
defined consideration, and for the convenience of the Purchaser, Seller has
agreed to accept compensation in the form of a Base Purchase Price and Deferred
Compensation. The Parties explicitly agree that the Base Purchase Price and
Deferred Compensation are irrevocable and based on the value of the Acquired
Assets as of the Closing Date. The Base Purchase Price of One Hundred and Sixty
Thousand Dollars shall be paid to Seller in two installments as follows:
3.1.1 Thirty Thousand ($30,000) due upon execution of this Agreement;
3.1.2 One Hundred and Thirty Thousand ($130,000) due within one hundred
and twenty (120) days of execution of this Agreement.
3.2 Deferred Compensation In addition to the Base Purchase Price, Seller agrees
to accept from Purchaser Deferred Compensation for the Acquired Assets based on
sales of Product through the year 2012. Purchaser, its Affiliates and Licensees
shall pay Seller the Deferred Compensation as calculated below:
3.2.1 A six percent (6%) annual royalty on Net Sales of all Products
beginning in the 1999 Accounting Period through the 2012 Accounting
Period, but in no event less than the Annual Guaranteed Minimum Payment
(as defined below).
3.2.1.1 In the event that any Product is sold for currency other
than United States currency, the royalty payable shall first be
calculated using the currency exchange rate (listed in the Wall
Street Journal) in effect on the date that the royalty payment is
due. Such royalty payments shall be reduced by any taxes,
assessments, or other charges of any kind or description imposed on
Purchaser, its Affiliates or Licensees by any foreign country. In
the event that withholding tax is imposed on Purchaser, its
Affiliates, or Licensees, the authenticated tax receipt issued to
substantiate payment of such tax shall be issued to Seller and such
tax receipt shall be delivered to Seller concurrently with any
royalty payment subject to such tax.
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3.2.2 The Purchaser shall pay to the Seller an annual guaranteed minimum
payment ("Annual Guaranteed Minimum Payment") of Twenty-Five Thousand
Dollars ($25,000.00) payable as follows:
3.2.2.1 Purchaser shall pay an annual guaranteed minimum payment of
Twenty-Five Thousand Dollars ($25,000.00) for each calendar year, or
Accounting Period, commencing on January 1, of the year after laser
sales begin, but no later than January 1, 2000 and every calendar
year thereafter through the year 2012.
3.2.2.2 In addition to any payments due under 3.2.1, the Annual
Guaranteed Minimum Payment shall be made in accordance with the
Promissory Note attached hereto as Exhibit D.
3.2.3 Purchaser shall deliver to Seller, within forty-five (45) days after
each Accounting Period, a true and accurate written report giving such
particulars of the business conducted by Purchaser during the Accounting
Period as are pertinent to an accounting for royalties for Product under
this Agreement and shall pay to Seller all royalty amounts due less the
Annual Guaranteed Minimum Payment. The written report shall include:
3.2.3.1 the Net Sales of Product during the Accounting Period;
3.2.3.2 the calculation of royalties thereon;
3.2.3.3 the quantities of Product used or otherwise disposed of as
contemplated by section 1.3.4 ;
3.2.3.4 the calculation of royalties from (3.2.3.3); and
3.2.3.5 the total royalties payable for the Accounting Period or a
statement that no royalties are payable.
3.2.3.6 Any payments hereunder shall be made in U.S Dollars on each
March 1st following the Accounting Period on which payments are
being made by means of wire transfer and as specified in Section
3.3.
3.2.3.7 By way of illustration only, and not intended to affect the
terms of this Agreement or the Promissory Note, if the first
Accounting Period is the year 2000, the first payment shall be made
on March 1st 2001 which shall include the Annual Guaranteed Minimum
Payment and any additional royalty payments. The last payment shall
be made on March 1st 2014 which shall include the last Annual
Guaranteed Minimum Payment and any additional royalty payments.
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3.2.4 Royalties payable for a particular Accounting Period shall be
credited` against the Annual Guaranteed Minimum Payment due for each
corresponding Accounting Period.
3.2.5 No more than one royalty payment shall be required on any individual
Product sold by Purchaser, its Affiliates or Licensees regardless of the
form or number of times each such Product is resold. For instance, no
payment shall be required from a Licensee that converts, makes, and sells
a Product for which Purchaser makes a royalty payment.
3.3 All payments made under this Section shall be in U.S. dollars and wired
transferred to:
Mellon Bank
Pittsburgh, PA
ABA 000000000
AlliedSignal Technologies Inc.
Account No. 009-7594
Advice:
3.4 Purchaser shall pay interest to Seller at a rate of two (2) percent over the
prime interest rate as established by the Chase Manhattan Bank on any and all
amounts that are at any time overdue and payable to Seller under this Agreement.
The payment of such interest shall not replace any of Seller's other rights
under this Agreement resulting from Purchaser's failure to pay any amounts due
hereunder.
SECTION 4 - ACCOUNTING
4.1 The Purchaser shall keep, and shall cause its Affiliates and Licensees to
keep, adequate books and records in sufficient detail to enable the royalties
payable hereunder to be determined.
4.2 Acceptance by the Seller of any payment tendered hereunder, whether or not
the amount thereof shall be in dispute, shall not constitute acceptance of the
account or schedules on which such payment is based; provided, however, that the
correctness of any such payment shall be conclusively presumed unless questioned
within three (3) years from the date of receipt thereof.
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4.3 The Seller shall have the right to inspect, through its personnel or an
independent certified public accountant designated by the Seller for such
purpose, during regular business hours, any or all pertinent books and records
of the Purchaser for the purpose of verifying the correctness of any account
furnished to the Seller and compliance by the Purchaser with its obligations
hereunder; provided, however, that nothing herein contained shall obligate the
Purchaser to retain books and records with respect to any payment made hereunder
longer than three (3) years after receipt by the Seller of such payment, unless
questions regarding such books and records are still unresolved at the end of
such three (3) year period. If any inspection shows that the royalty set forth
in Section 3 above was underpaid by greater than ten percent (10%) of the amount
actually due to Seller, Purchaser shall reimburse Seller for all fees and
expenses of the accountant who conducted the inspection.
4.3.1 Purchaser shall ensure such audits with its Affiliates and Licensees
and shall be responsible for the contractual compliance of its Affiliate's
and Licensee's obligations to Seller.
SECTION 5: - LICENSE TO SELLER
5.1 Purchaser grants to Seller a non-exclusive, paid-up, royalty free,
irrevocable, worldwide license to practice the Patents solely for Seller's
internal business purposes. The above grant includes the right to sublicense the
Patents to Seller's Affiliates, to be used by such Affiliates solely for
internal purposes. For the purpose of the foregoing, Seller acknowledges that
"internal purposes" means non-commercial purposes, it being acknowledged and
agreed that all potential commercial applications of the Patents shall belong
entirely to Purchaser.
SECTION 6: - PATENT MAINTENANCE AND ABANDONMENT
6.1 Purchaser shall be solely responsible at its own costs to maintain the
Patents.
6.2 Purchaser shall not discontinue the payment of maintenance fees for any
Patent without the prior written consent of Seller. Purchaser shall give Seller
written notice of Purchaser's desire to abandon any patent at least one hundred
and twenty (120) days prior to the date that the patent would go abandoned.
Seller shall have the option to acquire all right, title and interest in any
such patent and continue the maintenance thereof at its own expense.
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SECTION 7: WARRANTY
7.1 The Seller warrants that it is the owner of the Patents as well as the
Equipment and Documentation, and has the right to enter into this Agreement. The
Seller has not made any prior transfer or license of any of the Acquired Assets.
7.2 The Seller assumes no responsibility and does not make any warranty
expressed or implied or indemnification with respect to the manufacture, use,
sale or other disposition by Purchaser or its Affiliates or Licensees of
Products incorporating or made by use of any Patent or Equipment and
Documentation transferred under this Agreement, including any warranty that the
practice of any Patent, Equipment and Documentation transferred hereunder is
free from infringement of any third party intellectual property rights.
Notwithstanding the foregoing, the Seller represents and warrants that there are
no claims, actions, suits or proceedings pending or threatened against the
Seller relating to the Acquired Assets.
7.3 Except as set forth in Sections 7.1 and 7.2, Seller makes no representations
or warranties of any kind either expressed or implied with respect to the
validity or scope of the Patents and shall not be liable to Purchaser by reason
of the fact that one or more of the patents, or one or more of the claims
thereof, may be adjudged invalid.
7.4 Seller makes no representations or warranties of any kind either expressed
or implied with respect to the status or scope of the Patents listed in Exhibit
B and shall not be liable to Purchaser by reason of the fact the Patents listed
in Exhibit B have no force or effect in the United States or any foreign
country.
7.5 THE EQUIPMENT TRANSFERRED HEREUNDER IS FURNISHED IN AN "AS IS" CONDITION.
SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER TYPE OF
DAMAGES. ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OR
STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND DISCLAIMED. SELLER EXPRESSLY
EXCLUDES AND DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF, RESULTING FROM, OR
IN CONNECTION WITH THE USE, OPERATION, DESIGN, CONDITION, SUITABILITY, FAILURE,
MALFUNCTION OR DEFECT IN THE EQUIPMENT PROVIDED HEREUNDER.
SECTION 8 INDEMNIFICATION
8.1 Seller Indemnification Purchaser assumes all duties and obligations arising
out of its practice of the Patents or its producing or using Products after the
Closing Date. Purchaser assumes all risk and liability for failure or alleged
failure to meet such duties or obligations, including, without limitation, any
suit arising from any allegation of the Purchaser's infringement of any
adversely held patent by reason of the Purchaser's use of the Patents. Purchaser
shall exonerate, hold harmless, defend and indemnify Seller against any kind of
claim or liability whatsoever arising out of such failure or alleged failure
including, without limitation, claims of customers, end-users, members of the
public, any government or any agency thereof or employee's claims.
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8.2 Purchaser Indemnification Seller assumes all duties and obligations arising
out of its practice of the Patents or its producing or using Products prior to
and including the Closing Date. Seller assumes all risk and liability for
failure or alleged failure to meet such duties or obligations. Seller shall
exonerate, hold harmless, defend and indemnify Purchaser against any claim or
liability whatsoever arising out of such failure or alleged failure including,
without limitation, claims of customers, end-users, members of the public, any
government or any agency thereof or employee's claims prior to and including the
Closing Date.
8.2.1 Seller shall have no obligation to Purchaser to defend any claim or
suit or to hold harmless or to indemnify against any loss, cost, expense,
payment or damage, arising from any allegation of infringement or
violation of any patent right or other right or alleged right of a third
party by reason of Purchaser's use of the Patents.
8.3 Seller shall have no obligation to bring or prosecute actions or suits
against third parties for infringement of any Patents transferred hereunder.
SECTION 9 LIMITATION OF LIABILITY
9.1 Neither Party is liable to the other, whether in contract, tort or
otherwise, for consequential, special, indirect or incidental damages, including
without limitation lost profits or revenues, even if informed that they may
occur.
9.2 In no event shall Seller's total liability to Purchaser, whether in
contract, tort or otherwise, exceed the total amount of monies paid by Purchaser
to Seller under the terms of this Agreement.
SECTION 10 GENERAL PROVISIONS
10.1 Survival All representations, warranties, indemnifications, covenants and
agreements of or by any of the Parties contained in this Agreement shall survive
the Closing Date.
10.2 Governing Law This Agreement shall be construed and interpreted, and
performance hereunder shall be governed by the laws of the state of New Jersey,
without regard to its conflict of laws principles.
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10.3 Assignment This Agreement may not be assigned or crosslicensed by the
Purchaser without the prior written consent of the Seller, which consent shall
not be unreasonably withheld and which consent shall not be required with
respect to Affiliates and/or a successor to the business of Purchaser to which
it relates. Except as otherwise permitted by Seller, Purchaser's obligations
under this Agreement shall apply to the assignee, or crosslicensee and Purchaser
shall require the assignee or crosslicensee to comply therewith. Except as so
provided, any purported assignment hereof shall be null and void.
10.4 Binding Effect This Agreement shall be binding and inure to the benefit of
the Parties and their successors or assigns.
10.5 Notice Any notice, payment or other communication required or authorized to
be given by either party to the other hereunder shall be in writing and shall be
delivered personally or by registered international air mail, electronic
transmission, facsimile, telegraph or cable, postage or other charges prepaid,
addressed to the party to receive the same at the address set forth below or
such other address as such party shall have specified by written notice
hereunder:
If to Seller:
AlliedSignal Technologies Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: President
with a copy to:
AlliedSignal Inc.
P.O. 2245
101 Columbia Road
Morristown, New Jersey 07962-2245
U.S.A.
Attention: Chief Patent Counsel
If to Purchaser:
Laser Energetics Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx - President
with a copy to:
Xxxxx & Xxxxx
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
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Notices as herein provided for shall be considered to have been
effective the earlier of when received or five days after mailing thereof.
10.6 Severability The invalidity or unenforceability of any section or provision
of this Agreement shall not affect the validity or enforceability of any one or
more of the other sections or provisions. If any section or provision herein is
held to be unenforceable for any reason, this Agreement shall be adjusted rather
than voided, in order to achieve the intent of the parties to the extent
possible. In that event, all other sections and provisions herein shall be
deemed valid and enforceable to the fullest extent permitted by applicable law.
10.7 Captions The Section headings contained in this Agreement are for purposes
of reference only and shall not limit, or otherwise affect the construction of
any provisions of this Agreement.
10.8 Waiver Acceptance by either Party of any performance less than required
hereby shall not be deemed to be a waiver of the rights of such Party to enforce
all of the terms and conditions hereof. No waiver of any provision of this
Agreement shall be deemed to or shall constitute a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless reduced to writing and executed by the
Party making such waiver.
10.9 Entire Agreement, Modification Except as otherwise specified, this
Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof, and merges and supersedes all
prior discussions and writings with respect hereto. Unless expressly set forth
in this Agreement, no warranties, express or implied, are made and no
statements, promises or inducements made or offered by either Party or by any
agent or representative of either Party shall be valid or binding. No
modification or alteration of this Agreement shall be effective unless made in
writing and signed by both Parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered in duplicate as of the day and year first above written.
AlliedSignal Technologies Inc. AlliedSignal Inc.
Defense & Space Systems.
By: /s/ Theo Grigorion By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------- -----------------------------
Name: T. Grigorion Name: Xxxxxx X. Xxxxxxxx
------------------------- --------------------------
Title: President Title: Director, Contracts
------------------------- --------------------------
Laser Energetics Inc.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: Founder, President + CEO
-------------------------
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Exhibit A
Patents
---------------------------------------------------------------------------------------------------------------------
U.S. Patent No. Title U.S. Expiration Date Other Countries
---------------------------------------------------------------------------------------------------------------------
5,331,652 Solid State laser Having Closed Cycle Gas Cooled 03/2013 FR, GB, GE, JP (all
Construction pending)
---------------------------------------------------------------------------------------------------------------------
5,321,711 Segmented Solid State Laser Gain Media with 8/2012 None
Gradient Doping Level
---------------------------------------------------------------------------------------------------------------------
5,235,606 Amplification of Ultrashort Pulses with Nd:Glass 10/2011 None
Amplifiers Pumped by Alexandrite Free Running Laser
---------------------------------------------------------------------------------------------------------------------
5,142,548 Broadband Tuning and Laser Line Narrowing 04/2010 None
Utilizing Birefringent Laser Hosts
---------------------------------------------------------------------------------------------------------------------
4,949,346 Conductively Cooled, Diode-Pumped Solid State Slab 08/2009 None
Laser
---------------------------------------------------------------------------------------------------------------------
4,944,567 Laser Imaging Fiber Optic Delivery System 11/2007 None
---------------------------------------------------------------------------------------------------------------------
4,933,946 Conductively Cooled Solid State Slab Laser 08/2009 None
---------------------------------------------------------------------------------------------------------------------
4,858,242 Improved Xxxxxxx Xxxxx-Xxxxx Xxxxx 00/0000 Xxxx
---------------------------------------------------------------------------------------------------------------------
4,835,786 Unitary Solid State Laser 03/2005 None
---------------------------------------------------------------------------------------------------------------------
4,791,927 Dual-Wavelength Laser Scalpel Background of the 12/2005 None
Invention
---------------------------------------------------------------------------------------------------------------------
4,734,913 Unitary Solid-State Laser 12/2005 None
---------------------------------------------------------------------------------------------------------------------
4,713,824 Noble-Metal Overcoated, Front Surface Silver 12/2004 None
Reflectors
---------------------------------------------------------------------------------------------------------------------
4,713,820 Thermal Lensing-Compensated Lanthanum Beryllate 08/2005 None
Laser
---------------------------------------------------------------------------------------------------------------------
4,484,334 Optical Beam Concentrator 11/2001 Canada
---------------------------------------------------------------------------------------------------------------------
4,475,027 Optical Beam Homogenizer 11/2001 Canada
---------------------------------------------------------------------------------------------------------------------
4,306,427 Chrysoberyl Xxxxxxxxx 00/0000 Xxxx
---------------------------------------------------------------------------------------------------------------------
4,272,733 Broadly Tunable Chromium - Doped Beryllium 10/1998 Canada
Aluminate Lasers and Operation Thereof
---------------------------------------------------------------------------------------------------------------------
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Exhibit B
Expired Patents
---------------------------------------------------------------------------------------------------------------------
U.S. Patent No. Title U.S. Expiration Date Other Countries
---------------------------------------------------------------------------------------------------------------------
5,257,274 High Power Laser Employing Fiber Optic Delivery
Means
---------------------------------------------------------------------------------------------------------------------
4,829,528 Interlocked ring intractivity raman laser method
of generating raman shifted laser output
---------------------------------------------------------------------------------------------------------------------
4,809,283 Method of manufacturing chromium-doped berylliym
aluminate laser rod and lasers incorporating the
rods therein
---------------------------------------------------------------------------------------------------------------------
4,723,248 Optical Limiter
---------------------------------------------------------------------------------------------------------------------
4,660,205 Multi-Resonater Switching Laser
---------------------------------------------------------------------------------------------------------------------
4,633,475 Optical Limiter
---------------------------------------------------------------------------------------------------------------------
4,630,275 Controlled Slow Q-Switch
---------------------------------------------------------------------------------------------------------------------
4,569,053 Laser Tuner Assembly
---------------------------------------------------------------------------------------------------------------------
4,490,822 Cr-Doped yttrium gallium garnet laser
---------------------------------------------------------------------------------------------------------------------
4,461,947 Rotating laser beam with conincident gas jet
---------------------------------------------------------------------------------------------------------------------
4,415,373 Laser process for gettering defects in
semi-conductor devices
---------------------------------------------------------------------------------------------------------------------
4,262,497 Multi-Element Pleochroic gemstones
---------------------------------------------------------------------- ----------------------------------------------
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Exhibit C
Equipment and Documentation
Laser Systems
ALX-2015 Air Cooled system with beam expander and diagnostic
hardware
ALX-1560 Water Cooled system with breadboard, alignment laser,
and diagnostic hardware
Holographic Laser system as is (power supply and laser head)*
Laser Components
Harmonic generating crystals
KD*P SHG crystals
BBO SHG crystals
KDP 90 degree THG crystals
SHG and THG mounting hardware
Birefringent tuners and mounts
Acousto-optic Q-switches and mounts
Electro-optic Q-switches
Faraday rotators and mounts
Alexandrite laser resonator mirrors
Air cooled pump chamber and spare components
Water cooled pump chamber spare components
Precision apertures for spatial filters
Spare flashlamps for laser systems
Support Equipment
Tektronix 7104 Oscilloscope (for ALX-1560 system)
Hamamatsu fast photodiode and Xxxxxx XX supply
Tektronix 2467 Oscilloscope (for ALX-2015 system)
Burleigh variable space Xxxxx-Xxxxx Etalon
Burleigh electronically tunable Xxxxx-Xxxxx etalon
Laser Scientech Energy meters
Coherent Labmaster energy meter
Laser Precision ratiometers
Price pump
Raman cell, 1 meter
Assorted mounts for diagnostic hardware
Barium Sulfate for diffuse pump xxxxxxxx
Englehard 0.003" thick silver foil for air cooled pump chamber
Documentation
Claris CAD hard drive containing drawings for:
XXX-0000
XXX-0000
XXX approval documentation on dual frequency laser system
XXXX 1993 marketing information package
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Notes:
* Holographic laser system is not functional.
ALX-2015A is not included.
ALX-31 hardware is not included.
Laser rod inventory including boules is not included.
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EXHIBIT D
PROMISSORY NOTE
$ THREE HUNDRED AND FIFTY THOUSAND DOLLARS ($350,00.00)
For value received, the undersigned promises to pay to the order of
AlliedSignal Inc. Technologies Inc., the principal sum of Three Hundred and
Fifty Thousand Dollars ($ 350,000.00), with interest as specified in Section
3.4, from the date hereof until paid, said principal and interest payable in
lawful money of the United States in accordance with Section 3.4, in fourteen
(14) equal annual installments, payable as follows: Twenty-Five Thousand Dollars
($ 25,000.00) on the first day of March, 2000 or 2001 in accordance with the
terms of the Agreement, and a like amount on the first day of each and every
March month thereafter until the entire sum is paid.
If payment of any installment is not made in the amount designated, and on
the date and place designated the whole of said principal and interest shall
forthwith become due and payable at the election of the holder of this note.
The endorsers and guarantors hereon hereby severally waive presentment for
payment, notice of nonpayment, protest, and notice of protest, and diligence in
bringing suit against any party hereto.
Dated this _____ day of _________________, 19_____.
________________________________________
________________________________________
______ Sworn to before me this ____ day of ___________________________, 19___,
in the State of ______________________, County of ______________________.
Notary Public
My Commission Expires ___________
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