Exhibit 6.4
Last Revision Date: June 18, 1998
LANL MODULAR CRADA XXXXXXXXX-XXXXXX (15 USC 3710) COOPERATIVE RESEARCH AND
DEVELOPMENT AGREEMENT (hereinafter "CRADA") NO. LA98CIO384
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA under its U.S. Department of Energy
Contract
No. W@-7405-ENG-36 (hereinafter "University") and DCH Technology, Inc.,
(hereinafter "Participant") both being hereinafter jointly referred to as the
"Parties"
ARTICLE 1: DEFINITIONS
A. "Government" means the United States of America and agencies thereof.
B. "DOE" means the Department of Energy, an agency of the United States of
America.
C. "Contracting Officer" means the DOE employee administering the University's
DOE contract.
D. "Generated Information" means information produced in the performance of
this CRADA.
E. "Proprietary Information" means information which embodies (1) trade
secrets or (ii) commercial or financial information which is privileged or
confidential under the Freedom of-Information Act (5 USC 552 (b)(4)), either of
which is developed at private expense outside of this CRADA and which is marked
as Proprietary Information.
F. "Protected CRADA Information" means Generated Information which is marked
as being Protected CRADA Information by a Party, to this CRADA and which would
have been Proprietary Information had it been obtained from a non-federal
entity.
G. "Subject Invention" means any invention of the University or Participant
conceived or first actually reduced to practice in the performance of work under
this CRADA.
H. "Intellectual Property" means patents, trademarks, copyrights mask works,
and other forms of comparable property rights protected by Federal Law and other
foreign counterparts.
I. "Trademark" means a distinctive xxxx, symbol, or emblem used in commerce by
a producer or manufacturer to identify and distinguish its goods or services
from those of others.
J. "Service Xxxx" means a distinctive word, slogan, design, picture, symbol or
any combination thereof, used in commerce by a person to identify and
distinguish its services from those of others.
K. "Mask Work" means a series of related images, however fixed or encoded,
having or representing the predetermined three-dimensional pattern of metallic,
insulating or semiconductor material present or removed from the layers of a
semiconductor chip product, and in which series the relation of the images to
one another is that each image has the pattern of the surface Of one form of the
semiconductor chip product.
L. "RD&D" means research, development, and demonstration performed by the
University and the Participant under this CRADA, including works performed by
consultants or other contractors and subcontractors under this CRADA.
M. "Background Intellectual Property" means the Intellectual Property rights
in the items identified by the Parties in Appendix C, Background Intellectual
Property, which were in existence prior to or are first produced outside of this
CRADA, except that in the case of inventions in those identified items, the
inventions must have been conceived outside of this CRADA and not first actually
reduced to practice under this CRADA to qualify as Background Intellectual
Property. Licensing of Background Intellectual Property, if agreed to by the
Parties, shall be the subject of separate licensing agreements between the
Parties. Background Intellectual Properties are not Subject Inventions.
N. "Agent" means any consultant, subcontractor, affiliate, or other
individual, with respect to whom a Participant is entitled to assert or acquire
ownership of Intellectual Property generated by such individual and for whom the
Participant warrants compliance with the terms of this CRADA.
ARTICLE II: STATEMENT OF WORK
Appendix A, Statement 'of Work, is hereby incorporated into this CRADA by
reference.
ARTICLE III: TERM, FUNDING AND COSTS
A. The effective date of this CRADA shall be the latter date of (1) the date
on which it is signed by the last of the Parties hereto or, (2) the date on
which it is approved by DOE. The work to be performed under this CRADA shall be
completed within 24 months from the effective date. The term of this CRADA may
be extended by mutual, written agreement of the Parties. A copy of this time-
only extension, signed by both Parties, shall be provided to DOE by the
University.
B. The Participant's estimated total contribution is [*]. The Government's
estimated total contribution, which is provided through the University's
contract with DOE, is [*], and includes [*] for the University, subject to
available funding. The total value of this CRADA is estimated to be $1,200K.
C. Neither Party shall have an obligation to continue or complete performance
of its work at a contribution in excess of its estimated contribution as
contained in Article III B above, including any subsequent amendment.
D. Each Party agrees to provide at least thirty (30) days notice to the other
Party if the actual cost to complete performance will exceed its estimated cost.
ARTICLE IV: PERSONAL PROPERTY
All tangible personal property Produced or acquired under this CRADA shall
become the property of the Participant or the Government depending upon whose
funds were used to obtain it. Such property is identified in Appendix A,
Statement of Work. Personal Property shall be disposed of as directed by the
[*] Omitted pursuant to request for confidentiality filed with the Securities
and Exchange Commission.
owner at the owner's expense. All jointly funded property shall be owned by the
Government.
ARTICLE V: DISCLAIMER
THE GOVERNMENT, THE PARTICIPANT, AND THE"UNIVERSITY MAKE NO EXPRESS OR IMPLIED
WARRANTY AS TO THE CONDITIONS OF THE RESEARCH OR ANY INTELLECTUAL PROPERTY,
GENERATED INFORMATION, OR PRODUCT MADE, OR DEVELOPED UNDER THIS CRADA, OR THE
OWNERSHIP, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH
OR RESULTING PRODUCT. NEITHER THE GOVERNMENT THE PARTICIPANT, NOR THE UNIVERSITY
SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ATTRIBUTED TO
SUCH RESEARCH OR RESULTING PRODUCT INTELLECTUAL PROPERTY, GENERATED INFORMATION,
OR PRODUCT MADE OR DEVELOPED UNDER THIS CRADA.
ARTICLE VI: PRODUCT LIABILITY
Except for liability resulting from any negligent acts or omissions of the
University, Participant indemnities the Government and the University for all
damages, costs and expenses, including attorney's fees, arising from personal
injury or property damage occurring as a result of the making, using or selling
of a product, process or service by or on behalf of the Participant, its
assignees or licensees, which was derived from the work performed under this
CRADA. In respect to this Article, neither the Government nor the University
shall be considered assignees or licensees of the Participant, as a result of
reserved Government and University rights. The indemnity set forth in this
paragraph shall apply only if Participant shall have been informed as soon and
as completely as practical by the University and/or the Government of the action
alleging such claim and shall have been given an opportunity, to the maximum
extent afforded by applicable laws, rules, or regulations, to participate in and
control its defense, and the University and/or Government shall have provided
all reasonably available information and reasonable assistance requested by
Participant. No settlement for which Participant would be responsible shall be
made without Participant's consent unless required by final decree of a court of
competent jurisdiction.
ARTICLE VII: OBLIGATIONS AS TO PROPRIETARY INFORMATION
A. If Proprietary Information is orally disclosed to a Party, it shall be
identified as such, orally, at the time of disclosure and confirmed in a written
summary thereof, appropriately marked by the disclosing Party, within thirty
(30) days as being Proprietary Information.
B. Each Party agrees to not disclose Proprietary information provided by
another Party to anyone other than the CRADA Participant and University without
written approval of the providing Party, except to Government employees who are
subject to the statutory provisions against disclosure of confidential
information set forth in the Trade Secrets Act (18 USC 1905).
C. All Proprietary Information shall be returned to the provider thereof at
the conclusion of this CRADA at the provider's expense.
D. All Proprietary Information shall be protected for a period of five (5)
years, unless and until such Proprietary Information becomes publicly known
without the fault of the recipient, comes into recipient's possession without
breach of any of the obligations set forth herein by the recipient, or is
independently developed by recipient's employees who did not have access to such
Proprietary Information.
ARTICLE VIII: OBLIGATIONS AS TO PROTECTED CRADA INFORMATION
A. Each Party may designate as Protected CRADA Information, as defined in
Article 1, any Generated Information produced by its employees and, with the
written agreement of the other Party, designate any Generated Information
produced by the other Party's employees. All such designated Protected CRADA
Information shall be appropriately marked.
B. For a period of five (5) years from the date Protected CRADA Information is
produced, Parties agree not to further disclose such Information except:
(1) as necessary to perform this CRADA;
(2) as provided in Article XI [REPORTS AND ABSTRACTS];
(3) as requested by the DOE Contracting Officer to be provided to other DOE
facilities for use only at those DOE facilities with the same protection in
place;
(4) to existing or potential licensees, affiliates, customers or suppliers of
the, Parties in support of commercialization of the technology with the same
protection in place. Disclosure of Protected CRADA Information under this
subparagraph shall only be done with both Parties' consent; or
(5) as mutually agreed by the Parties in advance.
C. The obligations of (B) above shall end sooner for any Protected CRADA
Information which shall become publicly known without fault of either Party,
shall come into a Party's possession without breach by that Party of the
obligations of (B) above, or shall be independently developed by a Party's
employees who did not have access to the Protected CRADA Information.
ARTICLE IX: RIGHTS IN GENERATED INFORMATION
The Parties agree that they shall have no obligations of non-disclosure or
limitations on their use of, and the Government shall have unlimited rights in,
all Generated Information, all Protected CRADA Information after the expiration
of the period set forth in Article VIII (B) above and information provided to
the Government or University under this CRADA which is not marked as being
copyrighted (subject to Article XIII) or as Protected CRADA Information (subject
to Article VIII B) or Proprietary information (subject to Article VII B), or
which is an invention disclosure which may later be the subject of a U.S. or
foreign patent application.
ARTICLE X: EXPORT CONTROL
THE PARTIES UNDERSTAND THAT MATERIALS AND INFORMATION RESULTING FROM THE
PERFORMANCE OF THIS CRADA MAY BE SUBJECT TO EXPORT CONTROL LAWS AND THAT EACH
PARTY IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH SUCH LAWS.
ARTICLE XI: REPORTS AND ABSTRACTS
A. The Parties agree to produce the following deliverables:
(1) an initial abstract suitable for public release at the time the CRADA is
approved by DOE (see Appendix A);
(2) other abstracts (final when work is complete, and others as substantial
changes in scope and dollars occur);
(3) a final report, upon completion or termination of this CRADA, to include a
list of Subject Inventions;
(4) other topical/periodic reports where the nature of research and magnitude
of dollars justify; and
(5) computer software in source and executable object code format as defined
within the Statement of Work or elsewhere within the CRADA documentation.
B. It is understood that the University has the responsibility to provide the
above information at the time of its completion to the DOE Office of Scientific
and Technical Information.
C. Participant agrees to provide the above information to the University to
enable full compliance with paragraph B of this Article.
D. It is understood that the University and the Department of Energy have a
need to document the long-term economic benefit of the cooperative research
being done under this agreement. Therefore, the Participant acknowledges a
responsibility to respond to reasonable requests, during the term of this CRADA
and for a period of three (3) years thereafter, from the University for
information relating to such economic benefit.
ARTICLE XII: PRE-PUBLICATION REVIEW
A. The Parties agree to secure pre-publication approval from each other which
shall not be unreasonably withheld or denied beyond thirty (30) days. The
proposed publication shall be deemed not objectionable, unless the proposed
publication contains Proprietary Information, Protected CRADA Information, or
material that would create potential statutory bars to filing United States or
corresponding foreign patent applications, in which case express written
permission shall be required for publication.
B. The Parties agree that neither will use the name of the other Party or its
employees in any promotional activity, such as advertisements, with reference to
any product or service resulting from this CRADA, without prior written approval
of the other Party.
ARTICLE XIII: COPYRIGHTS
A. The Parties may assert copyright in any of their Generated Information.
Assertion of copyright generally means to enforce or give any indication of an
intent or right to enforce such as by marking or securing Federal registration.
B. Each Party shall own title to copyrights in works as determined by U.S,
Copyright Law, 17 USC 101 et seq. Copyrights in jointly created works shall be
jointly owned. If either Party decides not to retain ownership of copyright in a
work created by its employee(s), that Party agrees to assign such copyright to
the other Party, at the other Party's request. Participant agrees to notify the
University if it decides not to retain ownership of copyright in any work
created by its employee(s); the University agrees to notify DOE if neither the
Participant nor the University decides to retain ownership of copyright in any
work created by their employee(s). The Parties agree to assign to the DOE, upon
request, copyrights not retained by either Party.
C. For Generated Information, the Parties acknowledge that the Government has
for itself and others acting on its behalf, a royalty-free, non-transferable,
non-exclusive, irrevocable worldwide copyright license to reproduce, prepare
derivative works, distribute copies to the public, and perform publicly and
display publicly, by or on behalf of the Government, all copyrightable works
produced in the performance of this CRADA, subject to the restrictions this
CRADA places on publication of Proprietary Information and Protected CRADA
Information.
D. For all copyrighted computer software produced in the performance of this
CRADA, the Party owning the copyright will provide the source code, an expanded
abstract as described in Appendix B, the executable object code and the minimum
support documentation needed by a competent user to understand and use the
software to DOE's Energy Science and Technology Software Center, X.X. Xxx 0000,
Xxx Xxxxx, XX 00000.
The expanded abstract will be treated in the same manner as Generated
Information in paragraph C of this Article.
E. The University and the Participant agree that, with respect to any
copyrighted computer software produced in the performance of this CRADA, DOE has
the right, at the end of the period set forth in paragraph B of Article VIII
hereof and at the end of each two-year interval thereafter, to request the
University and the Participant and any assignee or exclusive licensee of the
copyrighted software to grant a non-exclusive, partially exclusive, or exclusive
license to a responsible applicant upon terms that are reasonable under the
circumstances, provided such grant does not cause a termination of any
licensee's right to use the copyrighted computer software. If the University or
the Participant or any assignee or exclusive licensee refuses such request, the
University and the Participant agree that DOE has the right to grant the license
if DOE determines that the University, the Participant, assignee, or licensee
has not made a satisfactory demonstration that it is actively pursuing
commercialization of the copyrighted computer software.
Before requiring licensing under this paragraph E, DOE shall furnish the
University/Participant written notice of its intentions to require the
University/Participant to grant the stated license, and the
University/Participant shall be allowed thirty (30) days (or such longer period
as may be authorized by the cognizant DOE Contracting Officer for good cause
shown in writing by the University/Participant) after such notice to show cause
why the license should not be required to be granted.
The University/Participant shall have the right to appeal the decision by the
DOE to the grant of the stated license to the Invention Licensing Appeal Board
as set forth in paragraphs (b)-(g) of 10 CFR 781.65, "Appeals."
F. The Parties agree to place Copyright and other notices, as appropriate for
the protection of Copyright, in human readable form onto all physical media, and
in digitally encoded form in the header of machine readable information recorded
on such media such that the notice will appear in human readable form when the
digital data are off loaded or the data are accessed for display or printout.
ARTICLE XIV: REPORTING SUBJECT INVENTIONS
A. The Parties agree to disclose to each other each and every Subject
Invention, which may be patentable or otherwise protectable under the Patent
Act. The Parties acknowledge that the University and Participant will disclose
their respective Subject Invention to the DOE within two (2) months after the
inventor first discloses the Subject Invention in writing to the person(s)
responsible for patent matters of the disclosing Party.
B. These disclosures should be in sufficiently complete technical detail to
convey a clear understanding, to the extent known at the time of the disclosure,
of the nature, purpose and operation of the Subject Invention. The disclosure
shall also identify any known actual or potential statutory bars, i.e., printed
publications describing the Subject Invention or the public use or on sale of
the Subject Invention in this country. The Parties further agree to disclose to
each other any subsequent known actual or potential statutory bar that occurs
for a Subject Invention disclosed but for which a patent application has not
been filed. All Subject Invention disclosures shall be marked as confidential
under 35 USC 205.
ARTICLE XV: TITLE TO INVENTIONS
Whereas the Participant and the University have been granted the right to elect
to retain title to Subject Inventions:
A. Each Party shall own title to any Subject Invention made solely by its
employees or Agents. Title to jointly made Subject Inventions shall be jointly
owned. If either Party elects not to retain its interest in the title to a
Subject Invention, the other Party shall have the first option to acquire by
assignment the exclusive title to such invention. The DOE may obtain title to
any Subject Invention that is not retained by any Party.
B. The Parties acknowledge that the DOE may obtain title to each Subject
Invention reported under Article XIV for which a patent application or
applications are not filed pursuant to Article XVI and for which any issued
patents are not maintained by any Party to this CRADA.
C. The Parties acknowledge that the Government retains a non-exclusive, non-
transferable, irrevocable, paid-up license to practice or to have practiced for
or on behalf of the United States every Subject Invention under this CRADA
throughout the world.
ARTICLE XV.I: SPECIAL LICENSE TERMS AND CONDITIONS
The Parties agree to enter into a separate Option Agreement in which the
Participant is granted an option to obtain an exclusive license in a specified
field of use and upon mutually agreed terms and conditions to Intellectual
Property generated by University employees under this CRADA. The Parties
understand that rights in Intellectual Property generated under subcontracts for
tasks under this CRADA are treated in accordance with the terms of the
subcontracts. Accordingly, neither Party will enter into any subcontract for
tasks under this CRADA without the prior written approval of the other Party.
ARTICLE XVI: FILING PATENT APPLICATIONS
A. The Parties agree that the Party initially indicated as having an ownership
interest in any Subject Inventions (Inventing Party) shall have the first
opportunity to file U.S. and foreign patent applications. If the Participant
does not file such applications within one year after election, or if the
University does not file such applications within the filing time specified in
its prime contract, then the other Party to this CRADA exercising an option
pursuant to Article XV may file patent applications on such Subject Inventions.
If a patent application is filed by the other Party (Filing Party), the
Inventing Party shall reasonably cooperate and assist the Filing Party, at the
Filing Party's expense, in executing a written assignment of the Subject
Invention to the Filing Party and in otherwise perfecting the patent
application, and the Filing Party shall have the right to control the
prosecution of the patent application. The Parties shall agree between
themselves as to who will file patent applications on any joint Subject
Invention.
B. The Parties agree that DOE has the right to file patent applications in any
country if neither Party desires to file a patent application for any Subject
Invention. Notification of such negative intent shall be made in writing to the
DOE Contracting Officer within three (3) months of the decision of the non-
inventing party to not file a patent application for the Subject Invention
pursuant to Article XV, or not later than 60 days prior to the time when any
statutory bar might foreclose filing of a U.S. patent application.
ARTICLE XVII: TTRADEMARKS
'Me Parties may seek to obtain Trademark/Service Xxxx protection on products or
services generated under this agreement in the United States or foreign
countries. Each Party shall own title -to Trademarks/Service Marks developed
solely by its employees or Agents. Jointly developed Trademarks/Service Marks
shall be jointly owned. The Parties hereby acknowledge that the Government shall
have the right to indicate on any similar goods or services produced by or for
the Government that such goods or services were derived from and are a DOE
version of the goods or services protected by such Trademark/Service Xxxx with
the Trademark and the owner thereof being specifically identified. In addition,
the Government shall have the right to use such Trademark/Service Xxxx in print
or communications media.
ARTICLE XVIII: MASK WORKS
The Parties may seek to obtain legal protection for Mask Works fixed in
semiconductor products generated under this agreement as provided by Chapter 9
of Title 17 of the United States Code. Each Party shall own title to Mask Works
developed solely by its employees or Agents. Jointly developed Mask Works shall
be jointly owned. The Parties hereby acknowledge that the Government or others
acting on its behalf shall retain a non-exclusive, paid-up, worldwide,
irrevocable, Nontransferable license to reproduce, import, or distribute the
covered semiconductor product by or on behalf of the Government, and to
reproduce and use the Mask Work by or on behalf of the Government.
ARTICLE XIX: COST OF INTELLECTUAL PRO PERT VPR LTFCTI@ @ON
Each Party shall be responsible for payment of all costs relating to Copyright,
Trademark and Mask Work filing, U.S. and foreign patent application filing and
prosecution, and all costs relating to maintenance fees for U.S. and foreign
patents hereunder which are filed or registered by that Party. Government/DOE
laboratory funds contributed as DOE's cost share to a CRADA cannot be given to
Participant for payment of Participant's costs of filing and maintaining patents
or filing for Copyrights, Trademarks, and Mask Works.
ARTICLE XX: REPORTS OF INTELLECTUAL PROPERTY USE
Participant agrees to submit for a period of three (3) years, upon request of
DOE, a non-proprietary report no more frequently than annually on efforts to
utilize any Intellectual Property arising under the CRADA.
ARTICLE XXI: DOE MARCH-IN RIGHTS
The Parties acknowledge that the DOE has certain march-in rights to any Subject
Inventions in accordance with 48 CFR 27.304-1(g) and 15 USC 3710a(b)(1)(B) and
(C).
ARTICLE XXII: U.S. COMPETITIVENESS
The Parties agree that a purpose of this CRADA is to provide substantial benefit
to the U.S. economy.
A. In exchange for the benefits received under this CRA-DA, the Participant
therefore agrees to the following:
(1) Products embodying Intellectual Property developed under this CRADA shall
be substantially manufactured in the United States; and
(2) Processes, services, and improvements thereof which are covered by
Intellectual Property developed under this CRADA shall be incorporated into the
Participant's manufacturing facilities in the United States either prior to or
simultaneously with implementation outside the United States. Such processes,
services, and improvements, when implemented outside the United States, shall
not result in reduction of the use of the same processes, services, or
improvements in the United States.
A. The University agrees to a U.S. Industrial Competitiveness clause in
accordance with its prime contract with respect to any licensing and assignments
of its Intellectual Property arising from this CRADA, except that any licensing
or assignment of its Intellectual Property rights to the Participant shall be in
accordance with the terms of Paragraphs A. (1) and A. (2) of this Article.
ARTICLE XXIII: ASSIGNMENT OF PERSONNEL,
A. It is contemplated that each Party may assign personnel to the other
Party's facility as part of this CRADA to participate in or observe the research
to be performed under this CRADA. Such personnel assigned by the assigning Party
shall not during the period of such assignments be considered employees of the
receiving Party for any purposes.
B The receiving Party shall have the right to exercise routine administrative
and technical supervisory control of the occupational activities of such
personnel during the assignment period and shall have the right to approve the
assignment of such personnel and/or to later request their removal by the
assigning Party.
C. The assigning Party shall bear any and all costs and expenses with regard
to its personnel assigned to the receiving Party's facilities under this CRADA.
The receiving Party shall bear facility costs of such assignments.
ARTICLE XXIV: FORCE MAJEURE
No failure or omission by the University or Participant in the performance of
any obligation under this CRADA shall be deemed a breach of this CRADA or create
any liability if the same shall arise from any cause or causes beyond the
control of the University or Participant, including but not limited to the
following, which, for the purpose of this CRADA, shall be regarded as beyond the
control of the Party in question: Acts of God, acts or omissions of any
government or agency thereof, compliance with requirements, rules, regulations,
or orders of any governmental authority or any office, department, agency, or
instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the
public enemy, war, rebellion, insurrection, riot, sabotage, invasion,
quarantine, restriction, transportation embargoes, or failures or delays in
transportation.
ARTICLE XXV: ADMINISTRATIO OF THE CRADA
It is understood and agreed that this CRADA is entered into by the University
under the authority of its prime contract with DOE. The University is authorized
to and will administer this CRADA in all respects unless otherwise specifically
provided for herein. Administration of this CRADA may be transferred from the
University to DOE or its designee with notice of such transfer to the
Participant, and the University shall have no further responsibilities except
for the confidentiality, use and/or non- disclosure obligations of this CRADA.
ARTICLE XXVI: RECORDS AND ACCOUNTING FOR GOVERNMENT PROPERTY
The Participant shall maintain records of receipts, expenditures, and the
disposition of all Government property in its custody related to the CRADA.
ARTICLE XXVII: NOTICES
A. Any communications required by this CRADA, if given by postage prepaid
first class U.S. Mail or other verifiable means addressed to the Party to
receive the communication, shall be deemed made as of the day of receipt of such
communication by the addressee, or on the date given if by verified facsimile.
Address changes shall be given in accordance with this Article and shall be
effective thereafter. All such communications, to be considered effective, shall
include the number of this CRADA.
B. The addresses, telephone numbers and facsimile numbers for the Parties are
as follows:
1. For the University:
a. FORMAL NOTICES AND COMMUNICATIONS
Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000)000-0000
For Fed. Ex., UPS, Freight:
Los Alamos National Laboratory
Civilian and Industrial Technology Program Office
0000 Xxxxxxx Xxxxx
Mail Stop C334
Los Alamos Business Park
Los Alamos, NM 87544
For U.S. Mail Only:
Los Alamos National Laboratory
Civilian and Industrial Technology Program Xxxxxx
X.X. Xxx 0000
Xxxx Xxxx X000
Xxx Xxxxxx, XX 00000
b. TECHNICAL CONTACT, REPORTS, AND COPIES, OF FORMAL NOTICES AND
COMMUNICATIONS
Xxxxxx X. Xxxxxx
Telephone: (000)000-0000
Facsimile: (000)000-0000
For Fed. Ex., UPS, Freight:
Los Alamos National Laboratory
MST- I 1, Mail Stop D429
XX-0 Xxxx. XX-00, Xxxx Xx. X00
Xxx Xxxxxx, NM 87545
For U.S. Mail Only:
Los Alamos National Laboratory
P.O. Box 1663
MST- I 1, Mail Stop D429
Xxx Xxxxxx, XX 00000
2. For DCH Technology, Inc.
a. FORMAL NOTICES AND COMMUNICATIONS
Xxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
For Fed. Ex., UPS, Freight: DCH Technology, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
For U.S. Mail Only:
DCH Technology, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
b. TECHICAL CONTACT, REPORTS, AND COPIES OF FORMAL NOTICES AND COMMUNICATIONS
Xx. Xxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (Phone Number)
For Fed Ex., UPS, Freight: DCH Technology, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
For U.S. Mail Only:
DCH Technology, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
ARTICLE XXVIII: DISPUTES
The Parties shall attempt to jointly resolve all disputes arising from this
CRADA. If the Parties are unable to jointly resolve a dispute within a
reasonable period of time, they agree to have the dispute decided by the DOE
Contracting Officer, who shall reduce his decision to writing within sixty (60)
days of receiving in writing the request for a decision by either Party to this
CRADA. The DOE Contracting Officer shall mail or otherwise furnish a copy of the
decision to the Parties. The decision of the DOE Contracting Officer is final
unless, within one hundred twenty (120) days, the Participant brings an action
for adjudication in a court of competent jurisdiction. To the extent that there
is no applicable U.S Federal law, this CRADA and performance thereunder shall be
governed by the law of the State of New Mexico.
ARTICLE XXIX: ENTIRE CRADA AND MODIFICATIONS
A. It is expressly understood and agreed that this CRADA with its Appendices
contains the entire agreement between the Parties with respect to the subject
matter hereof and that all prior representations or agreements relating hereto
have been merged into this document and are thus superseded in totality by this
CRADA.
B. Any agreement to materially change any terms or conditions of this CRADA or
the Appendices shall be valid only if the change is made in writing, executed by
the Parties hereto, and approved by DOE.
ARTICLE XXX: TERMINATION
This CRADA may be terminated by either Party upon thirty (30) days written
notice to the other Party. This CRADA may also be terminated by the University
in the event of failure by the Participant to provide the necessary advance
funding, as agreed in Article III.
In the event of termination by either Party, each Party shall be responsible for
its share of the costs incurred through the effective date of termination, as
well as its share of the costs incurred after the effective date of termination,
and which are related to the termination. The confidentiality, use, and/or non-
disclosure obligations of this CRADA shall survive any termination of this
CRADA.
I hereby represent that I have the requisite authority to sign, this instrument
on behalf of-
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
Signature: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Director
Date: 10/14/98
PARTICIPANT:
Signature: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President Business Operaitons
Date: 10/30/98
APPENDIX A - STATEMENT OF WORK
A. PURPOSE [*]
[*] One and one-half pages omitted pursuant to request for confidentiality filed
with the Securities and Exchange Commission.
C. SCOPE OF WORK
[*]
[*] Three pages omitted pursuant to request for confidentiality filed with the
Securities and Exchange Commission.
D. PROPERTY
[*]
[*] Omitted pursuant to request for confidentiality filed with the Securities
and Exchange Commission.
D. [SIC] NON-PROPRIETARY PROJECT ABSTRACT
[*]
[*] Omitted pursuant to request for confidentiality filed with the Securities
and Exchange Commission.
E. FUNDING PROFILE
[*]
[*] Two pages omitted pursuant to request for confidentiality filed with the
Securities and Exchange Commission.
APPENDIX B - DESCRIPTION OF EXPANDED ABSTRACT OF COPYRIGHTED COMPUTER SOFTWARE
[*]
[*] Three pages omitted pursuant to request for confidentiality filed with the
Securities and Exchange Commission.
APPENDIX C - BACKGROUND INTELLECTUAL PROPERTY
[*]
[*] One page omitted pursuant to request for confidentiality filed with the
Securities and Exchange Commission.
