STANDARD EXCLUSIVE LICENSE AGREEMENT
WITH SUBLICENSING TERMS
SECTION 1. DEFINITIONS.
SECTION 2. GRANT.
SECTION 3. CONSIDERATION.
SECTION 4. CERTAIN WARRANTIES OF UFRF.
SECTION 5. RECORD KEEPING.
SECTION 6. PATENT PROSECUTION.
SECTION 7. TERM AND TERMINATION.
SECTION 8. ASSIGNABILITY.
SECTION 9. ENFORCEMENT.
SECTION 10. PRODUCT LIABILITY; CONDUCT OF BUSINESS.
SECTION 11. USE OF NAMES.
SECTION 12. MISCELLANEOUS.
SECTION 13. NOTICES.
SECTION 14. CONTRACT FORMATION AND AUTHORITY.
APPENDIX A DEVELOPMENT PLAN
APPENDIX B DEVELOPMENT REPORT
APPENDIX C UFRF ROYALTY REPORT
This Agreement is made effective the 28th day of August,
2002, (the "Effective Date") by and between the University
of Florida Research Foundation, Inc. (hereinafter called
"UFRF"), a nonstock, nonprofit Florida corporation, and
Quantum Technology Group, Inc. (hereinafter called
"Licensee"), a corporation organized and existing under the
laws of the State of Idaho;
WHEREAS, UFRF owns certain inventions that are described
in the "Licensed Patents" defined below, and UFRF is willing
to grant a license to Licensee under any one or all of the
Licensed Patents and Licensee desires a license under all of
them;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth below, the parties covenant and agree as
follows:
Section 1. Definitions.
1.1. "Licensed Patents" shall refer to and mean all of the
following UFRF intellectual property:
1.1.1. the United States patent entitled "Handheld
Portable Digital Geographic Data Manager," issued on
July 4, 2000, and assigned Patent Number 6,083,353,
(UF#-1592) and all United States patents and foreign
patents and patent applications based on this U.S.
application;
1.1.2. all divisionals and continuations both U.S. and
foreign; and
1.1.3. any reissues or re-examinations of patents
described in 1.1.1 or 1.1.2 above.
1.2. "Licensed Product" and "Licensed Process" shall mean:
1.2.1. In the case of a Licensed Product, any product
or part thereof developed by or on behalf of Licensee
which:
1.2.1.1 is covered in whole or in part by an issued,
unexpired claim or a pending claim contained in the
Licensed Patents in any country in which any product
is made, used or sold; or
1.2.1.2 is manufactured by using a process which is
covered in whole or in part by an issued, unexpired
claim or a pending claim contained in the Licensed
Patents in any country in which any such process is
used or in which any such product is used or sold.
1.2.2. In the case of a Licensed Process, any process
which is covered in whole or in part by an issued,
unexpired claim or a pending claim contained in the
Licensed Patents in any country in which such process
is practiced.
1.3. "Selling Price" shall mean, in the case of Licensed
Products and/or Licensed Processes that are sold, the
invoice price of Products in a form suitable for sale to
the retail customer of the Licensed Products and/or
Licensed Processes (regardless of uncollectible accounts)
less any outbound transportation costs paid or allowed;
allowances and credits because of returns, or sales
taxes. The "Selling Price" for a Licensed Product or
Licensed Process that is transferred to a third party for
promotional purposes without charge or at a discount
shall be the average price to the retail customer of that
type of Licensed Product and/or Licensed Process during
the applicable calendar quarter.
1.4. "Development Plan" shall mean a written report
summarizing the development activities that are to be
undertaken by the Licensee to bring Licensed Products to
the market. The Development Plan is attached as Appendix
A.
1.5. "Development Report" shall mean a written account of
Licensee's progress under the Development Plan having at
least the information specified on Appendix B to this
Agreement, and shall be sent to the address specified on
Appendix B.
1.6. "Licensed Field" shall be all fields of use.
1.7. "Licensed Territory" shall be worldwide.
Section 2. Grant.
2.1. License.
UFRF hereby grants to Licensee an exclusive license,
limited to the Licensed Field and the Licensed Territory,
under the Licensed Patents to make, use and sell Licensed
Products and/or Licensed Processes. UFRF reserves to
itself and the University of Florida the right to make, use
and sell Licensed Products and/or Licensed Processes under
the Licensed Patents for research purposes, including
research for any sponsors.
2.2. Sublicense.
2.2.1. Licensee may grant written, nonexclusive
Sublicenses to third parties. Any agreement granting a
Sublicense shall state that the Sublicense is subject
to the termination of this Agreement. Licensee shall
have the same responsibility for the activities of any
Sublicensee as if the activities were directly those of
Licensee.
2.2.2. In respect to Sublicenses granted by Licensee
under Section 2.2.1., Licensee shall pay to UFRF an
amount equal to what Licensee would have been required
to pay to UFRF had Licensee sold the amount of Licensed
Products sold by such Sublicensee. In addition, if
Licensee receives any fees, minimum royalties, or other
payments in consideration for any rights granted under
a Sublicense, and such payments are not based directly
upon the amount or value of Licensed Products sold by
the Sublicensee, then Licensee shall pay UFRF forty
percent (40 %) of such payments in the manner specified
in Section 3.5. Licensee shall not receive from
Sublicensees anything of value in lieu of cash payments
in consideration for any Sublicense under this
Agreement without the express prior written permission
of UFRF. Licensee shall provide UFRF with a copy of
each sublicense agreement within thirty (30) days of
the execution of the sublicense agreement.
2.3. License to UFRF.
To the extent permitted by applicable law, Licensee hereby
grants and shall require its Sublicensee(s) to grant UFRF a
nonexclusive, royalty-free, irrevocable, paid-up license to
use Improvements for non-commercial, research and
educational purposes. Should Licensee cease operations for
any reason, UFRF will be granted a first option to
negotiate for a license to Improvements for commercial
purposes with the right to grant sublicenses under any and
all inventions hereafter made or acquired by Licensee (or
its Sublicensee(s)) to the extent any such inventions are
Improvements. "Improvements" shall mean any modification
of an invention described in Licensed Patents which, if
unlicensed, would infringe one or more claims of the
Licensed Patents. Licensee shall provide UFRF with a
written, enabling disclosure of each such invention (such
as a U.S. patent application), unambiguously identifying it
as an invention governed by this paragraph, within six (6)
months of filing a patent application thereon.
Section 3. Consideration.
3.1 License Issue Fee.
Licensee agrees to pay to UFRF a License Issue Fee of Seven
Thousand Five Hundred Dollars ($7,500.00)
within thirty (30) days of the Effective Date.
3.2 Development.
3.2.1 Licensee agrees to and warrants that: it
has, or will obtain, the expertise necessary to
independently evaluate the inventions of the Licensed
Patents; it will establish and actively and diligently
pursue the Development Plan (see Appendix A) to the end
that the inventions of the Licensed Patents will be
utilized to provide Licensed Products and/or Licensed
Processes for sale in the retail market within the
Licensed Field; and within one month following the end
of each quarter ending on December 31, March 31, June
30, and September 30 and until the date of first
commercial sale of Licensed Products, it will supply
UFRF with a written Development Report (see Appendix
B). All development activities and strategies and all
aspects of product design and decisions to market and
the like are entirely at the discretion of Licensee,
and Licensee shall rely entirely on its own expertise
with respect thereto. UFRF's review of Licensee's
Development Plan is solely to verify the existence of
Licensee's commitment to development activity and to
ensure compliance with Licensee's obligations to
commercialize the inventions of the Licensed Patents,
as set forth above.
3.2.2 Licensee agrees that the first commercial sale
of products to the retail customer shall occur
on or
before August 30, 2003 or this Agreement shall
terminate pursuant to Section 7.3 hereto.
3.3 Royalty.
In addition to the Section 3.1 License Issue Fee, Licensee
agrees to pay to UFRF as earned royalties a royalty
calculated as a percentage of the Selling Price in
accordance with the terms and conditions of this Agreement.
The royalty is deemed earned as of the earlier of the date
the Licensed Product and/or Licensed Process is actually
sold and paid for, the date an invoice is sent by Licensee
or its Sublicensee(s), or the date a Licensed Product
and/or Licensed Process is transferred to a third party for
any promotional reasons. The royalty shall remain fixed
while this Agreement is in effect at a rate of four percent
(4%) of the Selling Price.
3.4 Other Payments.
3.4.1 Licensee agrees to pay UFRF Minimum
Royalty payments, as follows:
Payment Year
$ 10,000 2003
$ 10,000 2004
$ 10,000 2005
$ 10,000 2006
$ 10,000 2007 and every year thereafter on the
same date, for the life of
this Agreement.
The Minimum Royalty shall be paid in advance on an
annual basis for each year in which this Agreement is
in effect. The Minimum Royalty for a given year shall
be due and payable on January 1 for the following
annual period. Any Minimum Royalty paid in a calendar
year will be credited against the earned royalties for
that calendar year. It is understood that the Minimum
Royalties will be applied to earned royalties on a
calendar year basis, and that sales of Licensed
Products and/or Licensed Processes requiring the
payment of earned royalties made during a prior or
subsequent calendar year shall have no effect on the
annual Minimum Royalty due UFRF for other than the same
calendar year in which the royalties were earned.
3.5 Accounting Payments.
3.5.1 Amounts owing to UFRF under Sections
2.2 and 3.3 shall be paid on a quarterly basis
after the amount of Minimum Royalties paid is
exceeded, with such amounts due and received
by UFRF on or before the thirtieth day
following the end of the calendar quarter
ending on March 31, June 30, September 30 or
December 31 in which such amounts were earned.
The balance of any amounts which remain unpaid
more than thirty (30) days after they are due
to UFRF shall accrue interest until paid at
the rate of the lesser of one and one-half
percent (1.5%) per month or the maximum amount
allowed under applicable law. However, in no
event shall this interest provision be
construed as a grant of permission for any
payment delays.
3.5.2 Except as otherwise directed, all
amounts owing to UFRF under this Agreement
shall be paid in U.S. dollars to UFRF at the
address provided in Section 13.1. All
royalties owing with respect to Selling Prices
stated in currencies other than U.S. dollars
shall be converted at the rate shown in the
Federal Reserve Noon Valuation - Value of
Foreign Currencies on the day preceding the
payment.
3.5.3 A full accounting showing how any
amounts payable to UFRF under Sections 2.2 and
3.3 have been calculated shall be submitted to
UFRF on the date of each such payment. Such
accounting shall be on a per-country and
product line, model or trade name basis and
shall be summarized on the form shown in
Appendix C of this Agreement. In the event no
payment is owed to UFRF because the amount of
Minimum Royalties paid has not been exceeded
or otherwise, an accounting demonstrating that
fact shall be supplied to UFRF.
3.5.4 UFRF is exempt from paying income
taxes under U.S. law. Therefore, all payments
due under this Agreement shall be made without
deduction for taxes, assessments, or other
charges of any kind which may be imposed on
UFRF by any government outside of the United
States or any political subdivision of such
government with respect to any amounts payable
to UFRF pursuant to this Agreement. All such
taxes, assessments, or other charges shall be
assumed by Licensee.
4 Certain Warranties of UFRF.
4.2 UFRF warrants that, except as otherwise provided
under Section 15 of this Agreement with respect to U.S.
Government interests, it is the owner of the Licensed
Patents or otherwise has the right to grant the licenses
granted to Licensee in this Agreement. However, nothing
in this Agreement shall be construed as:
4.2.1 a warranty or representation by UFRF
as to the validity or scope of any right
included in the Licensed Patents;
4.2.2 a warranty or representation that
anything made, used, sold or otherwise
disposed of under the license granted in this
Agreement will or will not infringe patents of
third parties;
4.2.3 an obligation to bring or prosecute
actions or suits against third parties for
infringement of Licensed Patents;
4.2.4 an obligation to furnish any know-how
not provided in Licensed Patents or any
services other than those specified in this
Agreement; or
4.2.5 a warranty or representation by UFRF
that it will not grant licenses to others to
make, use or sell products not covered by the
claims of the Licensed Patents which may be
similar and/or compete with products made or
sold by Licensee or its Sublicensee(s).
4.3 UFRF MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO
RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE,
OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S) OR
THEIR VENDEES OR OTHER TRANSFEREES OF PRODUCT
INCORPORATING OR MADE BY USE OF INVENTIONS LICENSED
UNDER THIS AGREEMENT.
5 Record keeping.
5.2 Licensee and its Sublicensee(s) shall keep books and
records sufficient to verify the accuracy and
completeness of Licensee's and its Sublicensee(s)'s
accounting referred to above, including without
limitation inventory, purchase and invoice records,
manufacturing records, sales analysis, general ledgers,
financial statements, and tax returns relating to the
Licensed Products and/or Licensed Processes. Such books
and records shall be preserved for a period not less
than six years after they are created, both during and
after the term of this Agreement.
5.3 Licensee and its Sublicensee(s) shall take all steps
necessary so that UFRF may, within thirty (30) days of
its request, review and copy all of the books and
records at a single U.S. location to verify the accuracy
of Licensee's and its Sublicensee(s)'s accounting. Such
review may be performed by any authorized employee of
UFRF as well as by any attorney or registered CPA
designated by UFRF, upon reasonable notice and during
regular business hours.
5.4 If a royalty payment deficiency is determined,
Licensee and its Sublicensee(s) shall pay the royalty
deficiency outstanding within thirty (30) days of
receiving written notice thereof, plus interest on
outstanding amounts as described in Section 3.5.1.
5.5 If a royalty payment deficiency for a calendar year
exceeds five percent (5%) of the royalties paid for that
year, then Licensee and its Sublicensee(s) shall be
responsible for paying UFRF's out-of-pocket expenses
incurred with respect to such review.
6 Patent Prosecution.
6.2 UFRF shall diligently maintain the Licensed Patents
using counsel of its choice. UFRF shall provide
Licensee with copies of relevant documentation so that
Licensee may be informed and apprised of the continuing
prosecution of Licensed Patents, and Licensee agrees to
keep such information confidential.
6.3 Licensee shall be responsible for and pay all future
costs and expenses incurred by UFRF from the Effective
Date forward for the preparation, filing, prosecution,
issuance, and maintenance of the Licensed Patents within
thirty (30) days of receipt of an invoice from UFRF. It
shall be the responsibility of Licensee to keep UFRF
fully apprised of the "small entity" status of Licensee
with respect to the U.S. patent laws and with respect to
the patent laws of any other countries, if applicable,
and to inform UFRF of any changes in such status, within
thirty days of any such change.
7 Term and Termination.
7.2 The term of this license shall begin on the
Effective Date of this Agreement and continue until the
earlier of the date that no Licensed Patent remains an
enforceable patent or the payment of earned royalties
under Section 3.3, once begun, ceases for more than two
(2) calendar quarters.
7.3 Licensee may terminate this Agreement at any time by
giving at least ninety (90) days written and unambiguous
notice of such termination to UFRF. Such a notice shall
be accompanied by a statement of the reasons for
termination.
7.4 UFRF may terminate this Agreement by giving Licensee
at least ninety (90) days written notice if the date of
first commercial sale does not occur on or before the
date specified in Section 3.1.2.
7.5 If Licensee at any time defaults in the
timely payment of any monies due to UFRF or the timely
submission to UFRF of any Development Report, fails to
actively pursue the Development Plan, or commits any
breach of any other covenant herein contained, and
Licensee fails to remedy any such breach or default
within ninety (90) days after written notice thereof by
UFRF, UFRF may, at its option, terminate this Agreement
by giving thirty (30) days notice of termination to
Licensee.
7.6 UFRF may terminate this Agreement upon the
occurrence of the third separate default by Licensee
within any consecutive three-year period for failure to
pay royalties when due.
7.7 Upon the termination of this Agreement, Licensee
shall remain obligated to provide an accounting for and
to pay royalties earned up to the date of the
termination.
8 Assignability.
This Agreement may not be transferred or assigned by Licensee
except with the prior written consent of UFRF.
9 Enforcement.
9.1 Each party shall inform the other promptly in
writing of any suspected infringement of any patent
pertaining to product under this Agreement by a third
party and of any available evidence thereof.
9.2 Promptly after receipt of notice of any suspected
infringement as described in Section 9.1, UFRF and
Licensee shall collaborate in good faith to determine
which party or parties, if any, shall pursue settlement
and/or litigation of any such suspected infringement,
and which party or parties shall bear the cost and/or
receive damages or other recovery, if any, therefrom.
Each instance of suspected infringement in each separate
jurisdiction shall be considered by UFRF and Licensee
separately from any other instance. In the event UFRF
and Licensee have not agreed as to how to proceed
regarding such suspected infringement within six (6)
months of receipt of notice provided for in Section 9.1,
then the following provisions (Sections 9.2 through 9.8)
shall control.
9.3 During the term of this agreement, UFRF shall have the
right, but shall not be obligated, to prosecute at
its own expense any such infringements of the patent
rights. If UFRF prosecutes any such infringement,
Licensee agrees that UFRF may join Licensee as a party
plaintiff in any such suit, without expense to Licensee.
The total cost of any such infringement action commenced
or defended solely by UFRF shall be borne by UFRF and
UFRF shall keep any recovery or damages for past
infringement derived therefrom.
9.4 If within six (6) months after having been notified of
any alleged infringement or such shorter time
proscribed by law, UFRF shall have been unsuccessful in
persuading the alleged infringer to desist and shall not
have brought and shall not be diligently prosecuting an
infringement action, or if UFRF shall notify Licensee at
any time prior thereto of its intention not to bring
suit against any alleged infringer, then, and in those
events only, Licensee shall have the right, but shall
not be obligated, to prosecute at its own expense and
infringement of patent rights, and Licensee may, for
such purposes, use the name of UFRF as party plaintiff,
provided however, that such right to bring an
infringement action shall remain in effect only for so
long as the license granted herein remains exclusive.
No settlement, consent judgement or other voluntary
final disposition of the suit may be entered into
without the consent of UFRF, which consent shall not be
unreasonably withheld. Licensee shall indemnify UFRF
against any order for costs that may be made against
UFRF in such proceedings.
9.5 In the event that Licensee shall undertake the
enforcement and/or defense of the patent rights by
litigation, Licensee may withhold up to fifty percent
(50%) of all payments otherwise thereafter due to UFRF
hereunder and apply the same toward reimbursement of its
expenses, including reasonable attorneys' fees, in
connection therewith. Said withholding of payment shall
begin no earlier than the date Licensee first initiates
actual litigation for the enforcement and/or defense of
the patents directly related to product. Any recovery
of damages by Licensee for any such suit shall be
applied first in satisfaction of any unreimbursed
expenses and legal fees of Licensee relating to the
suit, and next toward reimbursement of UFRF for any
payment past due or withheld and applied pursuant to
this Section 9. The balance remaining from any such
recovery shall be divided equally between Licensee and
UFRF.
9.6 In the event that a declaratory judgment action
alleging noninfringement of any of the patent rights shall
be brought against Licensee, UFRF, at its option, shall
have the right, within thirty (30) days after
commencement of such action, to intervene and take over
the sole defense of the action at its own expense.
9.7 In any infringement suit either party may institute
pursuant to this Agreement, the other party hereto shall,
at the request and expense of the party initiating such
suit, cooperate in all respects and, to the extent
possible, have its employees testify when requested and
make available relevant records, papers, information,
samples, specimens, and the like.
9.8 Neither party may settle any claim or agree to any
consent judgement or other voluntary final disposition
of any suit or claim related to product during the term
of this Agreement without the prior written approval of
the other party if such voluntary disposition would
affect the rights of the other party.
10 Product Liability; Conduct of Business.
10.2 Licensee and its Sublicensee(s) shall, at all times
during the term of this Agreement and thereafter,
indemnify, defend and hold UFRF, the University of
Florida, and the inventors of the Licensed Patents
harmless against all claims and expenses, including
legal expenses and reasonable attorneys fees, arising
out of the death of or injury to any person or persons
or out of any damage to property and against any other
claim, proceeding, demand, expense and liability of any
kind whatsoever (other than patent infringement claims)
resulting from the production, manufacture, sale, use,
lease, consumption or advertisement of Licensed Products
arising from any right or obligation of Licensee or any
Sublicensee hereunder. Notwithstanding the above, UFRF
at all times reserves the right to retain counsel of its
own to defend XXXX's, the University of Florida's, and
the inventor's interests.
10.3 Licensee warrants that it now maintains and will
continue to maintain liability insurance coverage
appropriate to the risk involved in marketing the
products subject to this Agreement and that such
insurance coverage lists UFRF, the University of
Florida, and the inventors of the Licensed Patents as
additional insureds. Within sixty (60) days after the
execution of this Agreement and thereafter annually
between January 1 and January 31 of each year, Licensee
will present evidence to UFRF, that the coverage is
being maintained with UFRF, the University of Florida,
and its inventors listed as additional insureds. In
addition, Licensee shall provide UFRF with at least
thirty (30) days prior written notice of any change in
or cancellation of the insurance coverage.
11 Use of Names.
Licensee and its Sublicensee(s) shall not use UFRF's name, the
name of any inventor of Licensed Patents governed by this
Agreement, or the name of the University of Florida in any sales
promotion, advertising, or any other form of publicity without the
prior written approval of UFRF.
12 Miscellaneous.
12.2 If any provisions of this Agreement are or shall
come into conflict with the laws or regulations of any
jurisdiction or any governmental entity having
jurisdiction over the parties or this Agreement, those
provisions shall be deemed automatically deleted, if
such deletion is allowed by relevant law, and the
remaining terms and conditions of this Agreement shall
remain in full force and effect. If such a deletion is
not so allowed or if such a deletion leaves terms
thereby made clearly illogical or inappropriate in
effect, the parties agree to substitute new terms as
similar in effect to the present terms of this Agreement
as may be allowed under the applicable laws and
regulations. The parties hereto are independent
contractors and not joint venturers or partners.
12.3 Licensee shall insure that it and its Sublicensee(s)
apply patent markings that meet all requirements of U.S.
law, 35 U.S.C. section 287, with respect to all Licensed
Products subject to this Agreement.
12.4 This Agreement constitutes the full understanding
between the parties with reference to the subject matter
hereof, and no statements or agreements by or between
the parties, whether orally or in writing, except as
provided for elsewhere in this Section 12, made prior to
or at the signing hereof, shall vary or modify the
written terms of this Agreement. Neither party shall
claim any amendment, modification, or release from any
provisions of this Agreement by mutual agreement,
acknowledgment, or otherwise, unless such mutual
agreement is in writing, signed by the other party, and
specifically states that it is an amendment to this
Agreement.
12.5 In the event Licensee contests the validity of any
Licensed Patent, Licensee shall continue to pay
royalties with respect to that patent as if such contest
were not underway until the patent is adjudicated
invalid or unenforceable by a court of last resort.
12.6 Licensee shall not encumber or otherwise grant a
security interest in any of the rights granted hereunder
to any third party.
13 Notices.
Any notice required to be given pursuant to the provisions of
this Agreement shall be in writing and shall be deemed to have
been given at the earlier of the time when actually received as a
consequence of any effective method of delivery, including but not
limited to hand delivery, transmission by telecopier, addressed to
the party for whom intended at the address below or at such
changed address as the party shall have specified by written
notice, provided that any notice of change of address shall be
effective only upon actual receipt.
13.2 University of Florida Research Foundation, Inc.
Attn: President
000 Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Facsimile No. (000) 000-0000
with a copy to:
Office of Technology Licensing
Attn: Director
000 Xxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Facsimile No. (000) 000-0000
13.3 Licensee:
Xx. Xxxx X. Xxxxxx
President & CEO
Quantum Technology Group, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxx Xxxxx, XX 00000
Facsimile No. (000) 000-0000
14 Contract Formation and Authority.
14.2 No agreement between the parties shall exist unless
the duly authorized representative of Licensee and the
Director of the Office of Technology Licensing of UFRF
have signed this document within thirty (30) days of the
Effective Date written on the first page of this
Agreement.
14.3 UFRF and Licensee hereby warrant and represent that
the persons signing this Agreement have authority to
execute this Agreement on behalf of the party for whom
they have signed.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the dates indicated below.
UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC.
___________________________________ Date: ___________, 20__
Xxxxx X. Xxx
Director, Office of Technology Licensing
QUANTUM TECHNOLOGY GROUP, INC.
By: ___________________________________ Date: ____________, 20__
Name and Office: ______________________________________________
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