Exhibit 10.5
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LICENSE AGREEMENT
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Between
SANDIA CORPORATION
and
R2 TECHNOLOGY, INC.
LICENSE NUMBER ***
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ***. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
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***Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
TABLE OF CONTENTS
Page No.
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ARTICLE I DEFINITIONS ...................................................... 2
ARTICLE II License ......................................................... 2
ARTICLE III Technical Assistance and R2's Commitments ...................... 3
ARTICLE IV Royalty and Payments ............................................ 3
ARTICLE V Statements, Reports and Payments ................................. 4
ARTICLE VI Government Rights ............................................... 5
ARTICLE VII Confidentiality ................................................ 5
ARTICLE VIII Duration and Termination ...................................... 6
ARTICLE IX Warranty, Liability and Indemnification ......................... 7
ARTICLE X General Provisions ............................................... 8
ARTICLE XI Government Sponsorship .......................................... 9
ARTICLE XII Assignment ..................................................... 10
ARTICLE XIII Export Control ................................................ 10
ARTICLE XIV Controlling Law ................................................ 10
ARTICLE XV Execution ....................................................... 11
EXHIBIT A .................................................................. 12
EXHIBIT B .................................................................. 13
EXHIBIT C .................................................................. 14
EXHIBIT D .................................................................. 15
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LICENSE AGREEMENT
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This License Agreement is by and between Sandia Corporation ("Sandia"),
a corporation whose principal place of business is located in Albuquerque, New
Mexico and R2 Technology, Inc. ("R2"), a corporation whose principal place of
business is located in Mountain View, California.
WITNESSETH THAT:
WHEREAS, Sandia manages and operates a federally-owned facility known
as Sandia National Laboratories for the United States Department of Energy
("DOE") under contract * * *;
WHEREAS, Sandia has developed and acquired, and may further develop and
acquire, Sandia Software (as defined herein), and Sandia is, and may further
become, the assignee of Sandia Patent (as defined herein);
WHEREAS, Sandia desires to license Sandia Software and Sandia Patent in
support of technology transfer to United States industries to enhance United
States' competitiveness;
WHEREAS, Sandia has requested a waiver from DOE for Sandia Patent and
permission to assert copyright for Sandia Software, and under the terms of the
waiver and permission, the United States Government reserves nonexclusive
licenses in Sandia Patent and Sandia Software;
WHEREAS, the United States Government is neither a party to nor assumes
any liability for activities of Sandia in connection with this License
Agreement;
WHEREAS, at the time of conception of the invention comprising Sandia
Patent, Sandia was operated by American Telephone & Telegraph Company ("AT&T")
under Contract No. * * * with the DOE under which AT&T reserved nonexclusive
licenses in Sandia Patent.
WHEREAS, R2 desires to obtain from Sandia, and Sandia is willing to
make available to R2, a license under Sandia Software and Sandia Patent to make,
have made, sell, lease and transfer Licensed Product and R2 Software in
accordance with the terms and conditions set forth herein, including the payment
of moneys; and
NOW, THEREFORE, in consideration of the agreements of the respective
Parties hereto, and for the faithful performance of this License Agreement, it
is hereby agreed as follows:
__________
* * *Certain information on this page has been omitted and filed separetely with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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ARTICLE I
DEFINITIONS
1.1 "Sandia" and "R2" shall have the meanings set forth above, and each may
be referred to herein as a "Party" or, collectively, as "Parties" to this
License Agreement.
1.2 "Field of Agreement" shall mean the field of medical imaging.
1.3 "Sandia Patent" shall mean the United States patent application set
forth in EXHIBIT A, which is incorporated by reference hereto and made a part
hereof, including and any United States patent derived therefrom including and
any division, continuation, continuation-in-part, or reissue thereof.
1.4 "Sandia Software" shall mean all technical information and data,
whether patented or unpatented, identified in EXHIBIT B, which has been or may
be developed by Sandia prior to the effective date of this License Agreement;
provided, however, that such technical information and data shall not include
information acquired from third parties subject to confidentiality restrictions
preventing disclosure hereunder or requiring accounting to such third parties.
1.5 "Licensed Product" shall mean any product which is, or is produced by a
process which operates under one or more claims of Sandia Patent.
1.6 "Net Sales Price" shall mean in respect of Licensed Product sold,
leased or transferred in normal arm's length commercial transactions between R2
and its customers, the Net Sales Price shall mean the gross sales price of
Licensed Product charged to R2 customers without any deductions other than the
following relating to such transactions where applicable: (1) prompt payment and
other trade discounts, (2) allowances for return of defective shipments, (3)
transportation and packing charges, and (4) sales and excise taxes, to the
extent that such items are separately stated in invoices or appear as items of
allowance in the records of R2.
1.7 "Government" shall mean the United States of America and agencies
thereof.
1.8 "Derivative Work" shall mean any work which is based on one or more
pre-existing works, as defined at 17 U.S.C. (S)101.
1.9 "R2 Software" shall mean Derivative Works of Sandia Software produced
by or on behalf of R2.
ARTICLE II
LICENSE
2.1 Subject to the terms and conditions of this License Agreement, Sandia
hereby grants R2 a paid up, worldwide, nontransferable, nonexclusive right and
license for R2 to prepare and reproduce R2 Software, to distribute copies of R2
Software and to perform and display R2 Software publicly and to permit others to
do so.
2
2.2 Subject to the terms and conditions of this License Agreement, Sandia
hereby grants R2 a worldwide, nontransferable, nonexclusive right and license
for R2 in the Field of Agreement to make and have made Licensed Product under
one or more claims of Sandia Patent; and to use, sell, lease or transfer
Licensed Product; and for R2's customers to use Licensed Product sold, leased or
transferred by R2 for which royalties have been paid hereunder to Sandia.
2.3 R2 is authorized to make a limited number of copies of portions of
Sandia Software as reasonably necessary ito carry out R2's operations hereunder.
2.4 Express or implied rights and licenses outside the scope of this
Article II are expressly excluded.
ARTICLE III
TECHNICAL ASSISTANCE AND R2'S COMMITMENTS
3.1 Sandia shall promptly make available Sandia Software to R2 within
thirty (30) days of execution of this License Agreement by both Parties.
3.2 Upon request by R2, Sandia, without unduly interfering with its other
requirements of its engineers and scientists involved in developing and using
Sandia Software, shall make available to R2 up to * * * hours of technical
assistance at Sandia facilities at a charge of * * * per hour during the first
*** months of this License Agreement, to expedite R2's use of Sandia Software.
The scope of such Sandia technical assistance is set forth in EXHIBIT C. Payment
for such assistance will be made in advance in * * * hour increments for the
number of hours of assistance reasonably estimated to be needed.
ARTICLE IV
ROYALTY AND PAYMENTS
4.1 In initial consideration for the rights and licenses granted by Sandia
in Article II, R2 agrees to pay Sandia * * * as an upfront license fee upon
execution of this License Agreement.
4.2 In consideration of the rights and licenses granted by Sandia in
Paragraph 2.1, R2 agrees to pay to Sandia the sum of * * * payable in eight (8)
equal quarterly payments of *** commencing on July 1, 1995.
4.3 In consideration of the rights and licenses granted by Sandia in
Paragraph 2.2, R2 hereby agrees to pay to Sandia a royalty fee as set forth in
EXHIBIT D for each Licensed Product, made, sold, leased or transferred by R2
within the United States during the term of this License Agreement.
__________
* * *Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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ARTICLE V
STATEMENTS, REPORTS AND PAYMENTS
5.1 For the purpose of computing royalties hereunder, a Licensed Product
shall be considered sold, leased or transferred, when billed out, when shipped
out, or when paid for, whichever shall first occur.
5.2 R2 shall render to Sandia by January 31 and July 31 of each year a
royalty statement reporting the number of Licensed Products it made, sold,
leased or transferred within the United States during the preceding semiannual
accounting period beginning respectively on the preceding July 1 or January 1.
The statement shall give all information necessary for the determination of
royalties payable hereunder. R2 shall accompany each such statement with the
payment of all royalties due Sandia, computed in accordance with Article IV. If
for any semiannual accounting period no royalty payment shall be due, R2 shall
submit a written statement to that effect.
5.3 R2 shall keep true and accurate records in such manner and detail as to
permit the verification of all royalties paid and payable under this License
Agreement. Such records shall be made available during ordinary business hours
for inspection at R2's ordinary place of business by authorized representatives
of Sandia. R2 shall be obligated to retain such records for at least five (5)
years after the report to which such records pertain is rendered to Sandia.
5.4 All royalties payable by R2 hereunder shall be paid to Sandia at its
address specified in Article X hereof in United States of America dollars in the
total amounts provided for in this License Agreement. Any taxes, assessments, or
charges assessed or imposed by an entity or government other than by the
government of the United States of America or any state or local government in
the United States of America, which Sandia or R2 or any other party shall be
required to pay with respect to such royalty shall be borne by R2.
5.5 The rate of exchange to be used in calculating royalties payable by R2
for an accounting period shall be the rate of exchange published by the Wall
Street Journal on the last business day of such accounting period.
5.6 Without excusing prompt payment of royalties due, any and all royalties
left unpaid, after the above-mentioned payment date in Paragraph 5.2 of this
Article V, shall bear interest at the prime rate in effect at the First Security
Bank of Albuquerque, New Mexico, on the date that the payment of said royalties
becomes due plus three (3) percentage points.
5.7 R2 will provide to Sandia on July 31 of each year after Food and Drug
Administration approval a report on "analysis of local orientation of edges for
stellate lesion detection in mammograms" technology. The report, in memo form,
will include information on the economic impact of the technology on R2.
Examples include but are not limited to: dollar and percentage change in sales
and number of jobs created or eliminated, changes in efficiency of operations,
changes in R2's competitive position in the industry, and how the Sandia
technology and Licensed Product compares with similar domestic and international
technologies and products.
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ARTICLE VI
GOVERNMENT RIGHTS
6.1 R2 will not pay royalty on Licensed Product sold for the benefit of any
Government contract, or for any Licensed Product sold to the Government
(pursuant to the Government's nonexclusive reserved license).
6.2 In transactions involving the Government, Licensed Product and R2, R2
must maintain true and accurate records that the Government received a discount
equal to or greater than the amount of royalty that R2 would have paid had the
Government not been involved. Any transaction with the Government shall be
reported by providing: (a) identification of the Government agency involved, (b)
identification of the Government contract number, and (c) a description of R2's
lost royalty amount due to the transaction with the Government.
ARTICLE VII
CONFIDENTIALITY
7.1 R2 shall treat as confidential all Sandia Software which has been or
may hereafter be made available to R2, directly or indirectly, by Sandia and not
disclose Sandia Software to any third party.
7.2 R2's obligations of confidentiality and nondisclosure of Sandia
Software under this License Agreement shall continue for * * * from the
effective date of this License Agreement, regardless of the termination of any
right and license granted under Article II for any reason.
7.3 Nothing contained herein shall in any way restrict or impair R2's right
to use, disclose or otherwise deal with any technical information which
(a) is or becomes generally available to the public through no wrongful act
of R2;
(b) was in the possession of R2 or others prior to the time Sandia Software
was acquired by R2 from Sandia and was not acquired, directly or indirectly,
from Sandia or from others under an obligation of confidentiality; or
(c) is independently made available as a matter of right to R2 by a third
party without obligations of secrecy, provided such third party did not acquire
such information, data, and knowledge directly or indirectly from Sandia.
__________
* * *Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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7.4 For the purposes of the provisions of Article 7.3 hereof, a specific
aspect of technical information shall not be deemed to be generally available to
the public or in the possession of R2 merely because the specific aspect is
embraced by general disclosures generally available to the public or in the
possession of the receiving party, but only if such specific aspect and its
principle of operation is generally available to the public or in the possession
of R2 prior to disclosure thereof by Sandia hereunder.
7.5 R2 hereto shall not make known or cause to be made known to any third
party any correlation, identity, similarity or relationship between Sandia
Software received hereunder and information, data or knowledge available to the
receiving party from any other source.
ARTICLE VIII
Duration and Termination
8.1 The rights and licenses granted to R2 under Paragraph 2.2 and the
obligation to pay royalty under Paragraph 4.3 shall continue until January 1,
2015, or until the expiration of Sandia Patent, whichever occurs first, unless
earlier terminated as specified in Article VIII hereof. Except for R2's rights
and licenses granted under Paragraph 2.2, all other provisions relating to R2
and intended to survive the date set forth in Paragraph 8. 1 and the expiration
of Sandia Patent and any such early termination shall so survive.
8.2 If this License Agreement is terminated by either Party prior to
payment by R2 of the last payment provided for under Paragraph 4.2, R2 shall
have no further right and license under Article II and shall have no further
rights to receive or possess Sandia Software and receive technical assistance as
specified in this License Agreement, and shall immediately return to Sandia all
drawings, data, memoranda, and information in written or physical form relating
to Sandia Software whether prepared by R2 or Sandia, including all copies
thereof. However, R2 shall be permitted to have one archival copy of Sandia
Software received hereunder retained by independent legal counsel of R2, and
such copy shall not be accessed by R2 unless a dispute arises between Sandia and
R2 regarding Sandia Software and then shall only be used for the resolution of
such dispute.
8.3 Sandia may terminate the right and license granted by Paragraph 2.2,
if R2 shall at any time default in the payment of any monies or the making of
any statement hereunder, or shall commit any breach of this License Agreement,
or shall make any false statement and shall fail to remedy any such default,
breach or statement within sixty (60) days after written notice thereof is given
by Sandia.
8.4 Sandia may terminate the right and license granted by Paragraph 2.2 if
the combined royalties for any two consecutive semiannual accounting periods
hereunder, each commencing more than one (1) year after the effective date of
the United States Food and Drug Administration authorization to market the
Licensed Product in the United States, are less than * * * by giving R2 a
written notice of its election to do so, specifying an effective date of
_____________________
* * *Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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termination not less than sixty (60) days from the date of such notice. If
before the specified effective date of termination, R2 pays Sandia the
difference between * * * and the combined royalties actually paid, Sandia will
withdraw such election of its right to terminate the License Agreement.
8.5 Sandia may terminate the right and license granted by Paragraph 2.2
and the technical assistance specified in Paragraph 3.2 by giving written notice
to R2 in the event R2 experiences any of the following events: dissolution,
insolvency, filing of a voluntary petition in bankruptcy, adjudication as a
bankrupt pursuant to an involuntary petition, appointment by a court of a
temporary or permanent receiver, trustee or custodian for its business, or an
assignment for the benefit of creditors, and such termination will become
effective immediately upon the giving of such notice.
8.6 Sandia may terminate the right and license granted by Paragraph 2.2 by
giving written notice to R2 in the event R2 has not made commercially available
at least one Licensed Product within one (1) year of United States Food and Drug
Administration authorization to market the Licensed Product within the United
States. Such termination will become effective immediately upon the giving of
such notice.
8.7 R2 may, after one year from the effective date of this License
Agreement, terminate the right and license granted it by Article II by giving
Sandia ninety (90) days written notice of its election to do so.
ARTICLE IX
Warranty, Liability and Indemnification
9.1 Sandia warrants that it owns the Sandia Patent, has the right to
assert copyright in Sandia Software and has the right to grant the rights and
licenses in Article II.
9.2 Sandia makes no warranty, express or implied, as to the accuracy or
utility of any Sandia Software or that the use of any Sandia Software or Sandia
Patent will not infringe any United States or foreign patent or copyright.
Sandia Software and Sandia Patent are made available hereunder to R2 on an
"AS-IS" basis. To the best of Sandia's knowledge, no valid patent or copyright
exists in the United States of America which would be infringed by either the
Sandia Software or a product made in accordance with the Sandia Patent.
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
ARE EXCLUDED HEREUNDER.
________________________________________________________________________________
* * *Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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9.3 Sandia and the Government, and their agents, officers and employees
shall not be liable for any loss, damage, injury or other casualty of whatsoever
kind, or by whomsoever caused, to the person or property of anyone, including
R2, arising out of or resulting from the license granted to R2 herein or the
accuracy and validity of Sandia Software, or from any system in the Field of
Agreement or component thereof made, used, sold, leased or transferred by R2 and
R2 agrees for itself, its successors and assigns, to defend, indemnify and hold
Sandia and the Government, harmless from and against all claims, demands,
liabilities, suits or actions (including all reasonable expenses and attorney's
fees incurred by or imposed on R2 in connection therewith) for such loss,
damage, injury or other casualty.
9.4 Except as provided in Article 9. 1, Sandia makes no warranty or
guarantee in respect of the validity of Sandia Patent.
9.5 Sandia shall retain the sole right to bring litigation for
infringement of Sandia Patent. R2 shall promptly bring to Sandia's attention any
information of which R2 is aware of relating to third party infringement of
Sandia Patent. R2 shall notify Sandia, in writing, that a competitor of R2 is
conducting operations which infringe a claim included in Sandia Patent. If
within one (1) year thereafter Sandia fails to institute legal action against
such competitor for infringement of said claim, or in the alternative, fails to
license such competitor under Sandia Patent, Sandia agrees that the royalty due
from R2 under Article IV and EXHIBIT D shall be calculated as if such competitor
had been licensed by Sandia.
9.6 Sandia and the Government shall not be responsible or have any
liability whatsoever for any infringement by R2 of any third party patent or
copyright relating to Licensed Product.
ARTICLE X
General Provisions
10.1 R2 shall not, without the express written consent of Sandia, make any
verbal or written statements or perform any act indicating that Sandia endorses
or approves, or has endorsed or approved, any Licensed Product. Specifically, R2
shall not, without the express written consent of Sandia, associate or in any
way connect any name or trademark of Sandia with any Licensed Product. However,
R2 can indicate that Licensed Product is manufactured, sold, leased or used
under a license granted by Sandia.
10.2 Any notice with respect to this License Agreement shall be deemed
given on the date when sent by facsimile transmission with receipt of
confirmation of when mailed by Registered Mail addressed to the Party to be
notified at its address set forth below or such other address as is designated
by writing:
For Sandia:
Statements and Notices:
Sandia Corporation
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Attention: Licensing Coordinator, Org. 4200
Mail stop 1380
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
For Payments:
Sandia Corporation
Attention: Assistant Treasurer, Org. 10602
Mail stop 0189
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000
For R2:
R2 Technology, Inc.
Attention: S. P. Xxx Xxxx, President
000 Xxx Xxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
10.3 The waiver of a breach of this License Agreement or the failure of
Sandia or R2 to exercise any right under this License Agreement shall in no
event constitute a waiver as to any other breach, whether similar or dissimilar
in nature, or prevent the exercise of any right under this License Agreement.
10.4 R2 agrees to affix appropriate statutory patent markings to all
materials included in Licensed Product made hereunder and covered by issued and
unexposed claims of Sandia Patent and otherwise to modify such notice as Sandia
may from time to time direct in conformity with the patent statutes.
10.5 The Index and Headings used in this License Agreement are for
reference purposes only and shall not be used in the interpretation of this
License Agreement.
10.6 R2 agrees that all License Products sold within the United States of
America shall be manufactured substantially within the United States of America.
ARTICLE XI
Government Sponsorship
11.1 The Government has been granted for itself and others acting on its
behalf a paid-up, nonexclusive, irrevocable worldwide license in Sandia Software
to reproduce, prepare
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derivative works, and perform publicly and display publicly. Beginning * * *
years after (date permission to assert copyright is first obtained) the
Government is granted for itself and others acting on its behalf a paid-up,
nonexclusive, irrevocable worldwide license in Sandia Software to reproduce,
prepare derivative works, distribute copies to the public, perform publicly and
display publicly, and to permit other to do so.
NEITHER THE GOVERNMENT NOR THE DOE, NOR ANY OF THEIR EMPLOYEES, MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR
RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY
INFORMATION, APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS
THAT IS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.
ARTICLE XII
Assignment
12.1 R2 shall not assign this License Agreement or any right granted nor
delegate any duties under this License Agreement without the prior written
consent of Sandia. However, R2 may assign this License Agreement to a successor
in substantially all of the business of R2 relating to the subject matter of
this License Agreement.
12.2 Sandia may assign or otherwise transfer this License Agreement or any
rights hereunder to any third party.
ARTICLE XIII
Export Control
13.1 R2 shall abide by the export control regulations of the United States
Department of Commerce and other United States governmental regulations relating
to the export of Licensed Product. Failure to obtain an export control license
or other authority from the Government may result in criminal liability under
U.S. laws.
ARTICLE XIV
Controlling Law
14.1 This License Agreement is made in Albuquerque, New Mexico, U.S.A., and
shall be governed by and construed in accordance with the laws of the State of
New Mexico. The Parties agree to the exclusive jurisdiction of the courts of the
State of New Mexico or the United States District Court for the State of New
Mexico.
________________
* * *Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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ARTICLE XV
EXECUTION
15.1 The making, execution and delivery of this License Agreement by Sandia
and R2 have been induced by no representation, statements, warranties, or other
agreements other than those herein expressed. This License Agreement embodies
the entire understanding of the parties and merges any previous agreements or
understandings, written or oral, in effect between such parties relating to the
subject matter thereof, including the Secrecy Agreement between Sandia and R2.
This License Agreement may be amended or modified only by an instrument of equal
formality signed by duly authorized officers of the respective Parties.
IN CONSIDERATION OF THE FOREGOING TERMS AND CONDITIONS, R2, Inc. and Sandia
Corporation have caused this License Agreement to be executed in duplicate by
their duly authorized representatives. This License Agreement will be effective
on the last day and year written below.
SANDIA CORPORATION:
By: /s/ Xxxx Xxxxxxxx
---------------------------
C. Xxxx Xxxxxxxx
Title: Vice President of Laboratory Development
Date: March 28, 1995
----------------------------------------
R2 CORPORATION:
By: /s/ S.P. Xxx Xxxx
---------------------------
Title: President
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Date: March 22, 1995
----------------------------------------
THIS LICENSE AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY MANNER
UNLESS DULY EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF BOTH PARTIES.
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EXHIBIT A
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Sandia Patent* * * Patent Application No. * * *
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***Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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EXHIBIT B
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***
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***Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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EXHIBIT C
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Scope of Technical Assistance
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Assistance from Sandia National Laboratories is anticipated in the following
activities:
1. Porting of the existing code to R2.
2. Installation questions regarding Khoros.
3. Explanation of the code--some advice, consulting regarding some detail
code questions.
4. Comparing performance of the ported code at R2 to existing code at
Sandia.
It is anticipated that the amount of time needed will be eighty (80) hours, for
which will be paid in advance in increments of twenty (20) hours until the tasks
are complete.
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EXHIBIT D
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1. * * * per Licensed Product if R2 is the only licensee to Sandia Software
and Sandia Patent; or
2. * * * per Licensed Product if only one other commercial license to Sandia
Software and Sandia Patent is granted by Sandia in the Field of Agreement;
or
3. * * * per Licensed Product if two or more commercial licenses to Sandia
Software and Sandia Patent is granted by Sandia in the Field of Agreement.
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***Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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