NANOTECHNOLOGY ENGINEERING RESEARCH CENTER INDUSTRY MEMBERSHIP AGREEMENT This agreement (the “Agreement”) is made and is effective as of the date of last signature below (“Effective Date”) between [COMPANY NAME] (for purposes of this Agreement an “Industry Member”) a [STATE OF INCORPORATION] corporation having a principal place of business at [ADDRESS, CITY, STATE, ZIP] and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA A CALIFORNIA corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200 limited to the University of California, Los Angeles, acting through The Office of Intellectual Property and Industry Sponsored Research of the University of California, Los Angeles (“University”), located at 11000 Kinross Avenue, Suite 200, Los Angeles, CA 90095-1406 (individually a “Party” and collectively the “Parties”). WHEREAS, the Center for Translational Applications of Nanoscale Multiferroic Systems (the “Center” or “TANMS”) has been established by the National Science Foundation (“NSF”) and will be based at UCLA to foster research and development on new approaches to couple electricity and magnetism at the nanoscale level with potential commercial applications (the “Purpose”); WHEREAS, University and its academic partners in the Center consisting of the University of California Berkeley, California State University Northridge and Cornell University desire to establish an industry affiliates program for the Center to facilitate the exchange of ideas, intellectual property and technologies in furtherance of the Purpose (the “Industry Affiliates Program”); WHEREAS, the Industry Affiliates Program is open to corporations, companies, partnerships, sole proprietorships, or any other legally recognized business entity, and any government agency, government office, or government organization duly authorized by the United States Government or government of any other nation; WHEREAS, the Academic Partners, as defined below, have agreed to be bound by the terms and conditions of this Agreement as set forth in an inter-institutional agreement that has been entered into by the Academic Partners (attached hereto as Exhibit B); and WHEREAS, [COMPANY NAME] desires to become a member of such Industry Affiliates Program at the [membership level type] member; NOW, THEREFORE, University and Industry Member agree as follows:

1. Definitions 1.1 “Academic Partner” means any and all of University, The University of California Berkeley, California State University Northridge and Cornell University. 1.2 “Active Industry Member” means any Industry Member that is current in paying its Center membership fees as set forth in this Agreement at the time an invention was first reported to the relevant Academic Partner. 1.3 “Affiliate of an Industry Member” means any business entity in which Industry Member owns or controls, directly or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors. In any country where the local law does not permit foreign equity participation of at least fifty percent (50%), then “Affiliate of an Industry Member” means any

business entity in which Industry Member owns or controls, directly or indirectly, the maximum percentage of outstanding stock or voting rights that is permitted by local law 1.4 “Core IP” means any patentable invention or copyrightable work first conceived and reduced to practice in the performance of research conducted by Center and fully-funded using (i) Unrestricted NSF Funds provided by Center and/or (ii) Industry Member Funds provided by Center. 1.5 “Industry Liason Officer” or “ILO” means the person at Center whose responsibility it is to act as the interface between Center and industry. As of April 1, 2015, the ILO is Tom Normand. 1.6 “Industry Member” has the meaning set forth above in the first paragraph of this Agreement. 1.7 “Industry Member Funds” mean funds provided by an Industry Member pursuant to this Agreement. 1.8 “Lead Owner Academic Partner” means, with respect to given Core IP, an Owner Academic Partner who, via written agreement with any other Owner Academic Partners, is taking the lead on patenting and licensing for such Core IP. “Non-Core IP” means any invention that is not Core-IP. A non-limiting example of such Non-Core IP is a patentable invention conceived or reduced to practice in the performance of research funded by sources other than or in addition to Industry Member Funds and/or NSF funds provided by Center.

1.9

1.10 “Owner Academic Partner” means, with respect to given Core IP, an Academic Partner that has an ownership interest in such Core IP. 1.11 “Thrust Meeting” means monthly Center meetings to review progress and discuss future directions for the five core research areas at Center. 1.12 “Unrestricted NSF Funds” means the NSF award for TANMS provided pursuant to the NERC solicitation NSF 11-537. 1.13 “Visiting Scientist” means an employee or contractor of Industry Member that conducts research at the campus of one or more Academic Partners.

2. Industry Member Levels and Benefits The Industry Affiliates Program offers four levels of membership; Silver, Gold, Premium and Non-IP Silver as follows. For the avoidance of doubt, all of the rights and obligations of Industry Members under this Agreement shall also extend to (i) Active Industry Members, (ii) Affiliate(s) of an Industry Member, and (iii) wholly-owned subsidiaries of Industry Member (but with respect to (ii) and (iii) only to the extent such subsidiaries and Affiliates of an Industry Member routinely share in a free flow of Industry Member’s internal technical information). 2.1 Silver Membership in the Silver Level is reserved for businesses with fewer than 500 employees. Annual membership fees at the Silver Level are $10,000 and benefits are as listed below. 

One seat on the Center’s industry advisory board to be filled by a pre-designated person.



Access to pre-publication results generated in the performance of research and fully-funded using Unrestricted NSF Funds and/or Industry Member Funds provided by Center.



Placement of an Industry Member-provided or approved company logo and company description on the Center’s website with an optional link to Industry Member’s website.



Intellectual property rights as set forth in Section 3 (Intellectual Property) below.



Participation in semi-annual Industrial Advisory Board meetings to enable review of Center progress, to provide a means for direct guidance to the research being conducted at the Center, to guide priorities of educational and research programs, to evaluate the progress toward Center goals and objectives, and to network with other Center and Industrial Advisory Board members.



Invitation to attend regular Thrust Meetings in addition to the two Industry Affiliates meetings per year.



Center-facilitated access to, and early recruitment of, graduate student talent developed within the Center.



Opportunity to send Visiting Scientists to Center to collaborate on research projects (Visiting Scientists will negotiate and sign a visiting scientist agreement with the hosting Institution(s) and UCLA’s standard visiting scientist agreement is attached hereto as Exhibit A).

2.2 Gold Membership in the Gold Level is available to all business concerns that have 500 or more employees. Member benefits are the same as those provided in the Silver Level and annual membership fees at the Gold Level are $15,000. 2.3 Premium Membership in the Premium Level includes all benefits provided in the Gold Level. In addition, Premium Level members will be invited to participate on the Technical Executive Committee (TEC). The TEC will meet independently with TANMS leadership twice annually to provide their recommendations on center direction and research activities. Annual membership fees at the Premium Level are $25,000. 2.4 Non-IP Silver Upon approval from Center, businesses with fewer than 100 employees may have their first year membership fee reduced to $500 and may also prorate their subsequent annual membership fees based on the number of employees at the company (i.e. $1,000 for 1-10 employees, $2,000 for 11-20 employees, etc.). Member benefits are the same as those provided in the Silver Level of membership except that during the year(s) in which the company is paying such reduced membership fee it will receive none of the intellectual property rights set forth in this Agreement and will be considered a “Non-IP Silver Member”.

3. Intellectual Property 3.1 Ownership of Inventions. Ownership of patentable inventions and copyrightable works (collectively “Inventions”) will follow inventorship as determined according to U.S. patent law or authorship as determined according to U.S. copyright law for patentable inventions or copyrightable works respectively.

3.1.1

Inventions made solely by employees of one or more Academic Partners will be owned by the Academic Partners whose employees are inventors or authors (as determined under U.S. patent and copyright law respectively) to the extent their policies and implementing procedures and contracts applicable to employees, students and visitors to their institution so provide.

3.1.2

Inventions made jointly by employees of one or more Academic Partners and employees of one or more Industry Members will be jointly owned by such Academic Partners and Industry Members whose employees are inventors or authors (as determined under U.S. patent and copyright law respectively) to the extent these members’ policies and implementing procedures and contracts applicable to employees and visitors to their institution so provide.

3.1.3

Inventions made solely by employees of one or more Industry Members which are neither conceived nor developed by such Industry Members with any assistance of the Academic Partners, including but not limited to assistance from Academic Partner faculty, students or volunteers, or the utilization of Academic Partner facilities and equipment or any connection with the use of gift, grant, or contract research funds received through the Academic Partners, will be solely owned by such Industry Members and shall not be subject to being assigned to any Academic Partners. If, however, an employee of an Industry Member makes an invention in the course of utilizing any facilities, equipment or any gift, grant, or contract research funds received by (i) UCLA or (ii) another Academic Partner, then subject to any other written agreements between such Industry Member and UCLA or such other Academic Partner (which other agreements shall prevail in case of a conflict with this Agreement) title to such invention shall be assigned to The Regents of the University of California in accordance with UCLA’s Patent Policy for inventions under (i) above or to such other Academic Partner for inventions under (ii) above. To the extent legally able, the Academic Partner who owns such Invention shall, upon request from such Industry Member(s) negotiate in good faith with such Industry Member(s) for a license to any such Inventions.

3.2 Invention Reporting. Core IP that is reported to the appropriate intellectual property office at one or more of the Owner Academic Partners will be disclosed by electronic means or regular mail to the Active Industry Members (“Invention Disclosure”) by one or more of the Owner Academic Partners. Industry Members will hold such disclosure on a confidential basis in accordance with the confidentiality terms of this Agreement, and will not disclose the information therein to any third party without the prior written consent of all the Owner Academic Partners. 3.3 IP Rights in Core IP. 3.3.1 University and Academic Partners reserves the right for themselves and for other not for profit educational institutions to use inventions or copyrighted materials that they have an ownership interest in (whether or not they are patented and whether or not they are copyrighted) for educational and research purposes. 3.3.2

Within sixty (60) days of receipt of such Invention Disclosure by one or more Active Industry Member(s), all such members will notify in writing all of the Owner Academic Partners (or alternatively the ILO who will in turn notify the Owner Academic Partners) whether they wish to secure a license under such Core IP (“Election Period”).

3.3.3

Upon such election, the electing Active Industry Member(s) will have the first right for ninety (90) days (“Negotiation Period”) to negotiate and execute a royalty-bearing license

for such Core IP with the Lead Owner Academic Partner, subject to such Academic Partner’s legal right to do so. If more than one Active Industry Member makes such election, then the license negotiation will be for either a unique field of use-limited royalty-bearing license for each such member or, if that is not possible, the license negotiation will be for a royalty-bearing license that is co-exclusive to all such electing Active Industry Members. For purposes of clarity, any license to federally-funded inventions may be subject to provisions of the Bayh-Dole Act. 3.3.4

Any such license will include financial and other terms such as requirements for the timely commercial development of Core IP and reimbursement of patent costs. The royalty rate in such license shall not exceed five (5%) and the upfront fee in such license shall not exceed eighty thousand dollars ($80,000).

3.3.5

In the event it is necessary in the opinion of the Lead Owner Academic Partner to file any patent applications to protect Core IP during the Election or Negotiation Periods, the electing Active Industry Members will reimburse such patent costs.

3.3.6

If no Active Industry Member exercises their option to negotiate a license under such Core IP during the Election Period or if no license under such Core IP is executed within the Negotiation Period, each Owner Academic Partner will be free to dispose of rights to such Core IP (subject to the terms and conditions of any inter-institutional agreement amongst such Owner Academic Partners), with no further obligation to any Industry Members.

3.3.7

For purposes of clarity, the IP rights set forth in this Agreement apply only to the ownership interest in such Core IP that is held by Academic Partners. By way of a non-limiting example, if a given piece of Core IP is co-owned between one or more Academic Partners and a third party that is not an Academic Partner (for example where an inventor from a nonAcademic Partner institution such as ETH Zurich is a co-inventor on such Core IP and has or will assign his or her interest in such Core IP to such third party non-Academic Partner Institution), then the rights to such Core IP for Industry Member set forth in this Agreement shall apply only to the Academic Partner’s ownership interest in such Core IP and not to any third party’s ownership interest in such Core IP.

3.4 IP Rights in Non-Core IP. Academic Partners will be free to dispose of rights in Non-Core IP with no obligations to any Industry Members, subject to any other written agreements then in effect with such Industry Members.

4. Member Contacts at TANMS 4.1 For check payments, membership fees shall be paid to University via checks that (i) are made payable to the “Regents of the University of California” and (ii) reference the “Center for Translational Applications of Nanoscale Multiferroic Systems, Reference 40140TANMS” either in an accompanying cover letter or in the memo line of the check. Such check payments shall be mailed to: UCLA Payment Solutions and Compliance Box 957089, 1125 Murphy Hall 405 Hilgard Avenue Los Angeles, CA 90095-7089 4.2 For electronic transfers, membership fees shall be made to University via the following account:

Bank of America Client Fulfillment & Service CA4-704-05-41, Building D 2000 Clayton Rd, Concord, CA 94520 ABA Routing No.: 026009593 Bank Account Name: UC Regents Bank Account Number: 1499650103 Swift Code (for international transfers): BOFAUS3N Electronic transfers must include addendum information that (i) references “Center for Translational Applications of Nanoscale Multiferroic Systems, Reference 40140TANMS”; (ii) references “TANMS Industrial Liaison / 310-825-7855”; and (iii) identifies the name of the agency that is remitting payment to University. 4.3 Questions related to intellectual property terms of this Agreement should be addressed to the Office of Intellectual Property at UCLA (310-794-0558). 4.4 For all other questions, please contact the TANMS Industrial Liaison at [email protected] or 310825-7855.

5. Industry Member Responsibilities All Industry Members shall have the following responsibilities during the term of this Agreement: 5.1 Meet a minimum of twice a year to participate in the Center’s industrial advisory board activities. 5.2 Develop an annual strengths, weaknesses, opportunities and threats (SWOT) analysis for programs at the Center. 5.3 Participate in annual NSF reviews of Center performance, plans and present the SWOT analysis. 5.4 Provide input on strategic research and education plan, ongoing project performance and proposed project plans.

6. Term and Termination 6.1 Term. The term of this Agreement (the “Term”) shall be for twelve (12) months beginning on the Effective Date, provided, however, that the Term shall be extended in twelve (12) month periods upon payment of the annual membership fee set forth above. Industry Member shall notify University no later than sixty (60) days prior to the end of the Term if Industry Member does not intend to renew the Agreement for an additional twelve (12) month term. For the avoidance of doubt, Industry Member shall have no obligation to renew its membership beyond the initial twelve-month term and shall have no membership fee obligations unless Industry Member elects in writing to extend such term.

6.2 Termination. Either party may terminate this Agreement by giving sixty (60) days prior written notice. In the event of termination by University, any membership fee(s) from Industry Member shall be reimbursed to Industry Member prorated from the termination date to the end of the Term of this Agreement. In the event of termination by Industry Member, no membership fees will be returned to Industry Member.

7. Confidentiality During the course of this Agreement, Academic Partners may provide Industry Member with certain confidential or proprietary information, data or material (“Confidential Information”). Confidential Information may be oral or written and is provided pursuant to the terms and conditions set forth in (i)-(iv) below: (i)

(ii)

(iii)

(iv)

(v)

If written, it shall be clearly marked “confidential.” If disclosed orally, the Confidential Information shall be designated as “confidential” at the time of oral disclosure and delivered to the recipient in writing within thirty (30) days after its original disclosure. The receiving party shall receive and hold such information in confidence and agrees to use its reasonable efforts to prevent disclosure to third parties of said Confidential Information in the manner receiving party treats its own similar information. Such obligations of confidentiality shall continue for the term of this Agreement, and shall continue for a period of three (3) years following the conclusion or early termination thereof. The receiving party will not consider information disclosed to it by the disclosing party as confidential which: (a) is now public knowledge or subsequently becomes such through no breach of this Agreement; (b) is rightfully in the receiving party's possession prior to the disclosing party's disclosure as shown by written records; (c) is rightfully disclosed to the receiving party by a third party; (d) is independently developed by or for the receiving party without reliance upon confidential information received from the disclosing party; or (e) is required to be disclosed by law. The receiving party may share such Confidential Information with divisions within the company provided that such divisions are bound by the confidentiality provisions set forth herein.

While neither the Academic Partners nor Industry Member anticipate that Industry Member will share confidential information with Academic Partners, under certain unusual circumstances it may be necessary or useful for an Industry Member to provide confidential information to Academic Partners. In such circumstances, said confidential information shall be provided pursuant to a separate non-disclosure agreement to be executed by the parties that is consistent with the confidentiality terms herein.

8. Publication University and all other Academic Partners reserve the right to publish and present the results of research performed at the Center giving due consideration to scheduling such publications in order to allow time for obtaining appropriate patent or copyright protection for any patentable or copyrightable materials that might result from such research. Each Academic Partner that has an author employee listed on such proposed publication (such Academic Partner(s) “Author Academic Partners”) will furnish Industry Member with a copy of any such proposed publication prior to submission for publication and such proposed publication shall be treated as confidential in accordance with the terms and conditions of this Agreement. Upon a written request by an Industry Member that is sent within thirty (30) days of the Author Academic Partners’ sending of such proposed publication (such written request to be sent to the

Industrial Liaison for the Center at [email protected] along with a reminder to the Industrial Liaison to forward such request to all the other Author Academic Partners), the Author Academic Partner(s) agree(s) to delay publishing such proposed publication for a maximum of thirty (30) days from the date of such request in order to protect the potential patentability of any invention(s) described therein.

9. Use of Funds All educational, research and other programs and administrative activity of the Center in furtherance of the Purpose will be conducted with pooled resources with contributions from Industry Members, the NSF funding for Center and unrestricted funds available to Center, as long as expenditures from these pools are deemed appropriate for the establishment and operation of the Center. Such expenditures may include, but will not necessarily be limited to, the support of educational and research projects; for workshops, conferences, and short courses; and for administrative support of the Center.

10. No Warranties; Limitation of Liability NONE OF THE ACADEMIC PARTNERS (INCLUDING, BUT NOT LIMITED TO, UNIVERSITY) MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE USE, ORIGINALITY, OR ACCURACY OF ANY RESEARCH RESULTS, ANY ITEM OF INTELLECTUAL PROPERTY OR ANY INVENTION OR PRODUCT, WHETHER TANGIBLE OR INTANGIBLE; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY RESEARCH PROJECT, ANY RESEARCH RESULTS, ANY ITEM OF INTELLECTUAL PROPERTY, OR ANY INVENTION. IN NO EVENT SHALL ANY ACADEMIC PARTNER (INCLUDING, BUT NOT LIMITED TO, UNIVERSITY) OR ANY INDUSTRY MEMBER, THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND STUDENTS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURIES TO PERSONS OR PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH ACADEMIC PARTNER OR INDUSTRY MEMBER (RESPECTIVELY) HAVE BEEN ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

11. Governing Law This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions therein.

12. Use of Name Industrial Member agrees not to use the names or trademarks of any Academic Partner’s institution (in the case of University the name of “The Regents of the University of California”, the name of any campus of University, or any abbreviation or derivative thereof) in any advertisement, publicity or other release, with reference to this Agreement or any product or service resulting from this Agreement, without prior written consent of the Academic Partner whose names or trademarks are being requested for usage. Academic Partners agree not to use the names or trademarks of Industrial Member in any advertisement, publicity or other release, with reference to this Agreement or any product or service resulting from this Agreement, without prior written consent of the Industrial Member whose names or trademarks are being requested for usage.

13. Assignment; Modifications This Agreement shall not be assigned or delegated, in whole or in part, by Industry Member, nor shall any assignment or delegation be valid, without the prior written authorization of University that will not be unreasonably withheld. No modifications or amendments to this Agreement shall be valid unless contained in writing and signed by all Parties to this Agreement.

14. Notices Any notice required or permitted to be given under the Agreement must be sent in writing to the respective address given below and is effective: (a) on the date of delivery if delivered in person, (b) five (5) days after mailing if mailed by first-class certified mail, postage paid, or (c) on the next business day if sent by overnight delivery or electronic mail. Either party may change its designated address by written notice. For Industry Member: [COMPANY NAME] [ADDRESS] Attention: [NAME] For University:

The Regents of the University of California University of California, Los Angeles Office of Intellectual Property and Industry-Sponsored Research 11000 Kinross Avenue, Suite 200 Los Angeles, CA 90095-1406 Attention: Director of Industry-Sponsored Research

15. Miscellaneous 15.1 UCLA will provide the Industry Members notice if the set of Academic Partners changes and such notice will be provided within one-hundred and twenty (120) days of such change. 15.2

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition or any other term or condition by the other party.

15.3

Each clause of this Agreement is a distinct and severable clause, and if any clause is deemed illegal, void or unenforceable, the validity, legality or enforceability of any other clause or portion of this Agreement will not be affected thereby.

15.4

The relationship between Industry Member and all Academic Partners (including, but not limited to, University) shall be that of an independent contractor. As an independent contractor, each of the Parties assumes all of its own risks.

15.5

This Agreement sets forth the entire understanding between University and Industry Member with respect to the Center, and supersedes, cancels and merges all prior or contemporaneous communications, negotiations, understandings and agreements related thereto. No changes, alterations or modifications to this Agreement will be effective unless in writing and signed by the authorized representatives of each party.

15.6

Nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel, or otherwise, any rights under any patents, patent applications or other proprietary

interests, whether dominant or subordinate, or any other invention, discovery or improvement of either party, other than the specific rights covering Core IP as set forth under this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures. Both University and Industry Member have executed this Agreement by their authorized officers on the dates written below: THE REGENTS OF THE UNIVERSITY OF [INDUSTRY MEMBER] CALIFORNIA

By

By Signature

Signature

Name:

Name:

Title:

Title:

Date:

Date:

EXHIBIT A OF THE INDUSTRY MEMBERSHIP AGREEMENT VISITING SCIENTIST AGREEMENT TEMPLATE

VISITING SCIENTIST AGREEMENT This Visiting Scientist Agreement (herein "Agreement") made and effective as of _____________ (herein "Effective Date") by and between _____________________________________ (herein "COMPANY)" having its principal office at _______________________________________________, _________________ (herein “VISITING SCIENTIST”), an employee of COMPANY, and the Regents of the University of California, on behalf of its Los Angeles campus, with an office located at 11000 Kinross Ave., Suite #200, Los Angeles, CA 90095-1406 (“UCLA”). WHEREAS, the COMPANY will send VISITING SCIENTIST to UCLA to perform a Research Project (defined herein), UCLA shall accept VISITING SCIENTIST sent from the COMPANY, WHEREAS, the research project contemplated by this Agreement to be performed at UCLA, is of mutual interest and benefit to UCLA and to the COMPANY, and will further the instructional and research objectives of UCLA in a manner consistent with its status as a nonprofit, tax-exempt, educational institution, and WHEREAS, this Agreement is supplemental to the Patent Acknowledgement signed by the VISITING SCIENTIST and attached hereto as Attachment A. NOW, THEREFORE, the parties hereto agree as follows: 1.

The VISITING SCIENTIST agrees to be bound by the terms of the University of California Patent Policy, attached hereto as Attachment B.

2.

RESEARCH PROJECT. The VISITING SCIENTIST will perform the research project (herein “Research Project”), entitled ______________________________________________________, and more fully described in Attachment C.

3.

VISITING SCIENTIST. If, for any reason during the term of this Agreement, VISITING SCIENTIST is no longer able to perform the Research Project or his/her employment by the COMPANY is terminated, the COMPANY and UCLA shall attempt to find a successor to that person acceptable to both parties to serve as VISITING SCIENTIST. If such a successor is not available, this Agreement shall be terminated.

4.

RESEARCH COLLABORATOR. The Research Collaborator at UCLA will be _______________. In the event that the Research Collaborator becomes unable or unwilling to serve as Research Collaborator and an alternate Research Collaborator is not designated by UCLA, UCLA may terminate this Agreement in accordance with Section 18 (Termination) below.

5.

PERIOD OF VISIT. The research shall be conducted during the period beginning on the Effective Date and ending on _____________________ and will be subject to renewal only by mutual agreement of the parties.

6.

SUPPORT. During the term of this Agreement, COMPANY shall continue to be the employer of record of the VISITING SCIENTIST. COMPANY shall directly pay VISITING SCIENTIST any compensation including but not limited to salary, health insurance, sick leave, paid vacation, pension, and/or retirement fund participation. Furthermore, COMPANY shall be responsible for paying any and all employment withholding taxes related to VISITING SCIENTIST’s compensation.

7.

INSURANCE. Company shall maintain Comprehensive or Commercial Form General Liability insurance with a limit of one million dollars ($1,000,000) per occurrence, and two million dollars ($2,000,000) general aggregate. If the insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. Company agrees to name The Regents of the University of California as an additional named insured. Company shall maintain Business Automobile Liability Insurance for owned, scheduled, nonowned or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. Company shall maintain Workers compensation Insurance as required by California State law.

8.

INDEMNITY. Company shall defend, indemnify and hold UCLA, UCLA faculty, its officers, employees and agents harmless from and against any and all liability, loss, expense, (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Company or its officers, employees, or agents (including without limitation VISITING SCIENTIST).

9.

PUBLICATIONS. Each party reserves the right to publish and disclose the results of the Research Project conducted at UCLA. Before publishing, however, each party agrees to submit copies of any manuscript proposed for publication to the other party at least thirty (30) days in advance of the presentation or publication date. If UCLA does not ask COMPANY to defer publication within thirty (30) days after receipt of the manuscript so that patent applications may be filed, COMPANY may proceed with publication. In the event UCLA asks to defer publication, COMPANY will not publish or otherwise disclose to any third party any of the information contained in the manuscript until such time as a patent application has been filed or the expiration of sixty (60) days after the date of submission of the manuscript by COMPANY, whichever occurs first. COMPANY, having no title to any invention conceived or reduced to practice at UCLA, will not have the right to request UCLA to defer publication. The parties will cooperate with each other in the preparation and prosecution of any such patent applications, and will execute all papers incident thereto. The provisions of this Section 9 (Publications) will survive termination of this Agreement for a period of eighteen (18) months following such termination.

10.

CONFIDENTIALITY. During the course of this Agreement, both parties agree that a primary reason for the VISITING SCIENTIST’s presence on the campus is the fluid interaction between the VISITING SCIENTIST and the university research community, including faculty, researchers, and students. As such, it is the intention of the parties that the majority of the interaction involves the sharing of data that are not confidential to either party. Nevertheless, during the course of this Agreement, VISITING SCIENTIST may receive or be exposed to information or material which UCLA considers proprietary and which it wishes to be

held in confidence. For purposes of this Agreement, “Confidential Information” means nonpublic information that is identified or designated as being confidential or which, in light of the circumstances under which it was disclosed, whether oral or written, is reasonably apparent to VISITING SCIENTIST to be considered confidential or proprietary by UCLA. “Confidential Information” includes, without limitation, information which may be contained in materials such as drawings, plans, programs, software, codifications, models, data, specifications, reports, compilations and may also be in the nature of unwritten knowledge and know-how. Further, Confidential Information includes, without limitation, information about potentially patentable discoveries prior to the filing and publication of patent applications relating to those discoveries. Except as required by law, VISITING SCIENTIST will receive and hold such Confidential Information in confidence to the same degree of care that Company uses with its own information of like kind to prevent its disclosure to third parties. This obligation will continue in effect for three (3) years after the expiration or early termination of this Agreement. Confidential Information shall not include information which: (1) is now public knowledge or subsequently becomes such through no breach of this Agreement; (2) is rightfully in the other party’s possession prior to disclosure as shown by its written records; (3) is rightfully disclosed to the receiving party’s by a third party; (4) is independently developed by or for the recipient without the use of Confidential Information received from the disclosing party, or (5) is required to be disclosed by the California Public Records Act, governmental audit or contractual requirement, or other applicable law. 11.

THIRD PARTY OBLIGATIONS. It is understood by VISITING SCIENTIST and COMPANY that VISITING SCIENTIST is not expected to participate in the conduct of UCLA research projects that are subject to third-party obligations, including but not limited to contracts and grants funded by the federal government or other sponsors. In the event that VISITING SCIENTIST does participate in such UCLA research projects, VISITING SCIENTIST and COMPANY acknowledge that he/she is bound to do all things necessary to enable UCLA to perform its obligations as UCLA has agreed to with such third parties. In the event of conflict between the terms of this Agreement and those obligations with third parties, those third party obligations shall take precedence.

12.

13.

INTELLECTUAL PROPERTY. A.

Title to any invention conceived and/or reduced to practice by VISITING SCIENTIST during the course of and under this Agreement shall be assigned to UCLA in accordance with UCLA’s Patent Policy. However, any inventions related to the Research Project which are neither conceived nor developed by COMPANY and VISITING SCIENTIST with any assistance of UCLA, including but not limited to assistance from UCLA faculty, students or volunteers, or the utilization of UCLA facilities and equipment or any connection with the use of gift, grant, or contract research funds received through the University, are understood to remain the intellectual property of COMPANY and shall not be subject to being assigned to UCLA under this Article 11(A), and will be assigned to COMPANY.

B.

To the extent legally able, UCLA agrees to negotiate in good faith with COMPANY for a license to any inventions assigned to UCLA under Subparagraph A above.

USE OF NAMES. Neither party will use the name of the other in any advertising or other form of publicity without the written permission of the other.

14.

NOTICES. Any notices required to be given or which shall be given under this Agreement shall be in writing delivered by facsimile transmission with the original sent by first class mail addressed to the parties as follows: UCLA:

UCLA Office of Intellectual Property and Industry Sponsored Research 11000 Kinross Ave., Suite #200 Los Angeles, CA 90095-1406 ATTN: Director

COMPANY:

_____________________________________ _____________________________________ _____________________________________ _____________________________________

VISITING SCIENTIST:

In the event notices or statements required under this Agreement are sent by certified or registered mail by one party to the other party at its above address, they shall be deemed to have been given or made as of the date so mailed. 15.

ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the successors to substantially the entire business and assets of the respective parties hereto. This Agreement shall not be assignable by the COMPANY or UCLA party without the prior written consent of the other party. This Agreement is personal to VISITING SCIENTIST and may not be assigned by him/her.

16.

GOVERNING LAW. The validity and interpretation of this Agreement and the legal relation of the parties to it shall be governed by the laws of the State of California.

17.

INJUNCTIVE RELIEF. The COMPANY and VISITING SCIENTIST understand and agree that any violation of the provisions of this Agreement may cause irreparable harm to UCLA. Accordingly, in addition to any other remedies available to UCLA at law, in equity or under this Agreement, in the event of any violation by the COMPANY or VISITING SCIENTIST of any of the provisions of this Agreement, UCLA may be entitled to an injunction or other decree of specific performance with respect to such violation, without any bond or other security being required and without the necessity of demonstrating actual damages.

18.

TERMINATION. UCLA may terminate this Agreement without cause by providing written notice to COMPANY and VISITING SCIENTIST.

19.

GOVERNING LANGUAGE. In the event that a translation of this agreement is prepared and signed by the parties for the convenience of the COMPANY, this English language version shall be the official version and shall govern if there is a conflict between the two.

20.

WARRANTY DISCLAIMER. Nothing in this Agreement shall be construed as:

A.

Granting by implication, estoppel or otherwise any licenses under patents of UCLA.

B.

Conferring rights to use in advertising, publicity or otherwise any trademark or the name of UCLA.

21.

INDEPENDENT CONTRACTOR. The parties are independent contractors, and this Agreement shall not be interpreted as creating any relationship of employment, agency, joint venture, partnership or any other fiduciary relationship of any kind.

22.

SURVIVAL. The provisions of Section 7 (Insurance), 8 (Indemnity), 9 (Publications), 10 (Confidentiality), 12 (Intellectual Property) and 17 (Injunctive Relief) shall survive termination of this Agreement.

23.

ENTIRE AGREEMENT. Unless otherwise specified, this Agreement embodies the entire understanding between UCLA and COMPANY for this project, and any prior or contemporaneous representations, either oral or written, are hereby superseded. No amendments or changes to this Agreement shall be effective unless made in writing and signed by authorized representatives of the parties.

By signature below of duplicate originals, COMPANY and UCLA hereby agree to this Visiting Scientist Agreement as of the Effective Date.

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA o/b/o its Los Angeles campus

COMPANY

By: Name: Title:

By: Name: Title:

I have read this Visiting Scientist Agreement and acknowledge my obligations as described herein

Name: Title:

ATTACHMENT A OF THE VISITING SCIENTIST AGREEMENT PATENT ACKNOWLEDGMENT This acknowledgment is made by me to The Regents of the University of California, a corporation, hereinafter called "University," in part consideration of my employment, and of wages and/or salary to be paid to me during any period of my employment, by University, and/or my utilization of University research facilities and/or my receipt of gift, grant, or contract research funds through the University. By execution of this acknowledgment, I understand that I am not waiving any rights to a percentage of royalty payments received by University, as set forth in the University of California Patent Policy, hereinafter called "Policy." I also understand and acknowledge that the University has the right to change the Policy from time to time, including the percentage of net royalties paid to inventors, and that the policy in effect at the time an invention is disclosed shall govern the University's disposition of royalties, if any, from that invention. Further, I acknowledge that the percentage of net royalties paid to inventors is derived only from consideration in the form of money or equity received under: 1) a license or bailment agreement for licensed rights, or 2) an option or letter agreement leading to a license or bailment agreement. I also acknowledge that the percentage of net royalties paid to inventors is not derived from research funds or from any other consideration of any kind received by the University. The Policy on Accepting Equity When Licensing University Technology governs the treatment of equity received in consideration for a license. I acknowledge my obligation to assign, and do hereby assign, inventions and patents that I conceive or develop while employed by University or during the course of my utilization of any University research facilities or any connection with my use of gift, grant, or contract research funds received through the University. I further acknowledge my obligation to promptly report and fully disclose the conception and/or reduction to practice of potentially patentable inventions to the Office of Technology Transfer or authorized licensing office. Such inventions shall be examined by University to determine rights and equities therein in accordance with the Policy. I shall promptly furnish University with complete information with respect to each. In the event any such invention shall be deemed by University to be patentable or protectable by an analogous property right, and University desires, pursuant to determination by University as to its rights and equities therein, to seek patent or analogous protection thereon, I shall execute any documents and do all things necessary, at University's expense, to assign to University all rights, title, and interest therein and to assist University in securing patent or analogous protection thereon. The scope of this provision is limited by California Labor Code section 2870, to which notice is given below. In the event I protest the University's determination regarding any rights or interest in an invention, I acknowledge my obligation: (a) to proceed with any University requested assignment or assistance; (b) to give University notice of that protest no later than the execution date of any of the above-described documents or assignment; and (c) to reimburse University for all expenses and costs it encounters in its patent application attempts, if any such protest is subsequently sustained or agreed to. I acknowledge that I am bound to do all things necessary to enable University to perform its obligations to grantors of funds for research or contracting agencies as said obligations have been undertaken by University.

University may relinquish to me all or a part of its right to any such invention, if, in its judgment, the criteria set forth in the Policy have been met. I acknowledge that I am bound during any periods of employment by University or for any period during which I conceive or develop any invention during the course of my utilization of any University research facilities, or any gift, grant, or contract research funds received through the University. In signing this agreement I understand that the law, of which notification is given below, applies to me, and that I am still required to disclose all my inventions to the University. NOTICE This acknowledgment does not apply to an invention which qualifies under the provision of Labor Code section 2870 of the State of California which provides that (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. In any suit or action arising under this law, the burden of proof shall be on the individual claiming the benefits of its provisions. Employee/Guest Name (Please print)______________________________ Employee/Guest Signature: ______________________________________ Date Witness Signature: _________________________________________ Date: ________________________________________________________

ATTACHMENT B OF THE VISITING SCIENTIST AGREEMENT

UNIVERSITY OF CALIFORNIA PATENT POLICY Effective October 1, 1997 PREAMBLE STATEMENT OF POLICY PATENT RESPONSIBILITIES AND ADMINISTRATION I. PREAMBLE It is the intent of the President of the University of California, in administering intellectual property rights for the public benefit, to encourage and assist members of the faculty, staff, and others associated with the University in the use of the patent system with respect to their discoveries and inventions in a manner that is equitable to all parties involved. The University recognizes the need for and desirability of encouraging the broad utilization of the results of University research, not only by scholars but also in practical application for the general public benefit, and acknowledges the importance of the patent system in bringing innovative research findings to practical application. Within the University, innovative research findings often give rise to patentable inventions as fortuitous by-products, even though the research was conducted for the primary purpose of gaining new knowledge. The following University of California Patent Policy is adopted to encourage the practical application of University research for the broad public benefit; to appraise and determine relative rights and equities of all parties concerned; to facilitate patent applications, licensing, and the equitable distribution of royalties, if any; to assist in obtaining funds for research; to provide for the use of invention-related income for the further support of research and education; and to provide a uniform procedure in patent matters when the University has a right or equity. II. STATEMENT OF POLICY A. An agreement to assign inventions and patents to the University, except those resulting from permissible consulting activities without use of University facilities, shall be mandatory for all employees, for persons not employed by the University but who use University research facilities, and for those who receive gift, grant, or contract funds through the University. Such an agreement may be in the form of an acknowledgment of obligation to assign. Exemptions from such agreements to assign may be authorized in those circumstances when the mission of the University is better served by such action, provided that overriding obligations to other parties are met and such exemptions are not inconsistent with other University policies. B. Those individuals who have so agreed to assign inventions and patents shall promptly report and fully disclose the conception and/or reduction to practice of potentially patentable inventions to the Office of Technology Transfer or authorized licensing office. They shall execute such

declarations, assignments, or other documents as may be necessary in the course of invention evaluation, patent prosecution, or protection of patent or analogous property rights, to assure that title in such inventions shall be held by the University or by such other parties designated by the University as may be appropriate under the circumstances. Such circumstances would include, but not be limited to, those situations when there are overriding patent obligations of the University arising from gifts, grants, contracts, or other agreements with outside organizations. In the absence of overriding obligations to outside sponsors of research, the University may release patent rights to the inventor in those circumstances when: (1) the University elects not to file a patent application and the inventor is prepared to do so, or (2) the equity of the situation clearly indicates such release should be given, provided in either case that no further research or development to develop that invention will be conducted involving University support or facilities, and provided further that a shop right is granted to the University. C. Subject to restrictions arising from overriding obligations of the University pursuant to gifts, grants, contracts, or other agreements with outside organizations, the University agrees, following said assignment of inventions and patent rights, to pay annually to the named inventor(s), or to the inventor(s)' heirs, successors, or assigns, 35% of the net royalties and fees per invention received by the University. An additional 15% of net royalties and fees per invention shall be allocated for research-related purposes on the inventor's campus or Laboratory. Net royalties are defined as gross royalties and fees, less the costs of patenting, protecting, and preserving patent and related property rights, maintaining patents, the licensing of patent and related property rights, and such other costs, taxes, or reimbursements as may be necessary or required by law. Inventor shares paid to University employees pursuant to this paragraph represent an employee benefit. When there are two or more inventors, each inventor shall share equally in the inventor's share of royalties, unless all inventors previously have agreed in writing to a different distribution of such share. Distribution of the inventor's share of royalties shall be made annually in November from the amount received during the previous fiscal year ending June 30th, except as provided for in Section II.D. below. In the event of any litigation, actual or imminent, or any other action to protect patent rights, the University may withhold distribution and impound royalties until resolution of the matter. D. The DOE Laboratories may establish separate royalty distribution formulas, subject to approval by the President. Distribution of the inventor's share of DOE Laboratory royalties shall be made annually in February from the amount received during the previous fiscal year ending September 30th. All other elements of this policy shall continue to apply. E. Equity received by the University in licensing transactions, whether in the form of stock or any other instrument conveying ownership interest in a corporation, shall be distributed in accordance with the Policy on Accepting Equity When Licensing University Technology. F. In the disposition of any net income accruing to the University from patents, first consideration shall be given to the support of research.

III. PATENT RESPONSIBILITIES AND ADMINISTRATION A. Pursuant to Regents' Standing Order 100.4(mm), the President has responsibility for all matters relating to patents in which the University of California is in any way concerned. This policy is an exercise of that responsibility, and the President may make changes to any part of this policy from time to time, including the percentage of net royalties paid to inventors. B. The President is advised on such matters by the Technology Transfer Advisory Committee (TTAC), which is chaired by the Senior Vice President--Business and Finance. The membership of TTAC includes the Provost and Senior Vice President--Academic Affairs, the Director of the Office of Technology Transfer, and representatives from the campuses, DOE Laboratories, Academic Senate, the Division of Agriculture and Natural Resources and the Office of the General Counsel. TTAC is responsible for: 1. reviewing and proposing University policy on intellectual property matters including patents, copyrights, trademarks, and tangible research products; 2. reviewing the administration of intellectual property operations to ensure consistent application of policy and effective progress toward program objectives; and 3. advising the President on related matters as requested. C. The Senior Vice President--Business and Finance is responsible for implementation of this Policy, including the following: 1. Evaluating inventions and discoveries for patentability, as well as scientific merit and practical application, and requesting the filing and prosecution of patent applications. 2. Evaluating the patent or analogous property rights or equities held by the University in an invention, and negotiating agreements with cooperating organizations, if any, with respect to such rights or equities. 3. Negotiating licenses and license option agreements with other parties concerning patent and or analogous property rights held by the University. 4. Directing and arranging for the collection and appropriate distribution of royalties and fees. 5. Assisting University officers in negotiating agreements with cooperating organizations concerning prospective rights to patentable inventions or discoveries made as a result of research carried out under gifts, grants, contracts, or other agreements to be funded in whole or in part by such cooperating organizations, and negotiating with Federal agencies regarding the disposition of patent rights. 6. Approving exemptions from the agreement to assign inventions and patents to the University as required by Section II.A. above. 7. Approving exceptions to University policy on intellectual property matters including patents, copyrights, trademarks, and tangible research products.

ATTACHMENT C OF THE VISITING SCIENTIST RESEARCH PROJECT

[TO BE DETERNINED]

EXHIBIT B OF THE INDUSTRY MEMBERSHIP AGREEMENT

[COPY OF EXECUTED INTER-INSTITUTIONAL AGREEMENT FOLLOWS:] “Executed InterInstitutional Agreement (TANMS) 04 22 13.pdf”