[EXHIBIT 10.21- Certain portions of this document have been
omitted in the publicly filed version of this document pursuant
to the Registrant's request for confidential treatment and filed
separately with the Securities and Exchange Commission.]
SUNSHADE LICENSE AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
BOS Gmbh & Co. KG
This License Agreement ("Agreement") is made and
entered into as of the Effective Date by and between Research
Frontiers Incorporated, a Delaware corporation
("LICENSOR") and BOS GmbH & Co. KG, a corporation
organized under the laws of Germany ("LICENSEE").
RECITALS
WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts; and is possessed of and can convey information
and know-how for such products and rights to manufacture, use
and sell such products; and
WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and
WHEREAS, LICENSEE desires to acquire from
LICENSOR, and LICENSOR desires to grant to LICENSEE,
certain rights and licenses with respect to such technology of
LICENSOR;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.
1 DEFINITIONS.
The following terms when used herein shall have the
respective meanings set forth in this Article 1.
The "Effective Date" of this Agreement shall be the date which
is the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.
"Licensed Product" means a Light Valve intended for use and
used as a sunshade or a special interior device as described below
(which may comprise more than one segment) attached to the
interior of a military or non-military transportation vehicle in the
manner hereinafter described, which is capable of being
controlled automatically or by the user to protect the occupant or
interior of the vehicle from sunlight or glare. A Licensed
Product must either be (a) attached to or near the interior of a
window, windshield, back window, side window, package shelf,
sunroof or other vehicle opening in the interior of the body, or to
an accessory or component on the inside, of a military or non-
military transportation vehicle by means of a device or
mechanism, including, but not limited to, a small frame, small
rod, post or hinge mechanism, or roll up device to provide a
fixed or movable screen, (b) attached to or near the housing of a
rear-view mirror inside such transportation vehicle provided that
the sunshade so attached is not used to obstruct the mirror so as
to vary the reflectivity of such mirror, and is only used to block
sunlight or glare next to such mirror, or (c) attached to or near a
panel, roof, dashboard package shelf, door, seats, or other
window surrounding area in which a shade may be temporarily
or permanently placed for coverage of a window opening. A
Licensed Product, however, when used as a sunshade, may be
used as a special device in the interior of the vehicle which is
attached to the original window material (which may glass or
plastic), for example, as a film attached to the surface or the
window material or, incorporated between two pieces of
transparent material (which may be glass or plastic), provided
that such a special device as described above is not a Licensed
Product unless such special device is separated from the vehicle
windows and is also not within the vehicle's glass or plastic
exterior surfaces such as a window, sunroof, or glass roof
system. The term "Licensed Product" however, shall without
limitation thereto, not include (1) Light Valves which are used or
intended for use in a transportation vehicle which are installed
outside the transportation vehicle or which are laminated within
the original window (glass or plastic) material or are permanently
laminated, as a film to, the original window surface, (2) Light
Valves which are used or intended for use as, or as part of, any
other window product and (3) Light Valves used or intended for
use as or in any non-window product such as but not limited to
displays, toys, eyewear, mirrors or filters for scientific
instruments, lamps or contrast enhancement of displays, and (4)
Light Valves used or intended for use in any product other than
as specifically defined herein. The term "transportation vehicle"
shall include, but shall not be limited to, passenger cars,
motorcycles, recreational vehicles, trucks, mobile cranes, trains,
and boats, but shall not include aircraft, spacecraft, satellites, or
space stations. The term "display" means any device for
displaying letters, numbers, images or other indicia or patterns.
Nothing contained herein shall permit LICENSEE to sell, lease,
or otherwise dispose of a Light Valve which is not combined or
intended to be combined as described above into a Licensed
Product.
"Licensed Territory " means all countries of the world.
"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted
through and/or reflected from the cell; means incorporated in or
on the cell, or separate therefrom for applying an electric or
magnetic field to the activatable material within the cell; and
coatings, (including, but not limited to, electrodes), spacers,
seals, electrical and/or electronic components, and other elements
incorporated in or on the cell. The activatable material, which
the cell contains or is adapted to contain, includes in it solid
suspended particles, which when subjected to a suitable electric
or magnetic field, orient to produce a change in the optical
characteristics of the device, and may be in the form a liquid
suspension, gel, film or other material.
The "Net Selling Price" of a Licensed Product on which royalties
are payable shall be the larger of the following: (A) the genuine
selling price of LICENSEE and its sublicensees hereunder
(including amounts charged for any wiring, installation, and
related services provided by LICENSEE and its sublicensees
hereunder) f.o.b. factory at which nonaffiliated customers are
billed in the usual course of business for a Licensed Product, as
packed for shipment to the customer; (B) the genuine selling
price of LICENSEE and its sublicensees hereunder (including
amounts charged for any wiring, installation, and related services
provided by LICENSEE and its sublicensees hereunder) f.o.b.
factory at which nonaffiliated customers are billed in the usual
course of business for a Licensed Product, as packed for
shipment to the customer, multiplied by a fraction, the numerator
of which is the direct cost of all components included in the
sunshade associated with the incorporation of a Light Valve, and
the denominator of which is the total direct cost for such product;
and (C) $50 per square foot of sunshade. The aforementioned
$50 per square foot figure specified in clause (C) above shall be
adjusted upward as of each January 1st hereafter beginning on
January 1, 2003 by any increase in the Producer Price Index for
Motor Vehicle Parts and Accessories (the "Index") for the 12
month period ending in December of the prior year, prepared by
the Bureau of Labor Statistics of the United States Department of
Labor (or if the Index is not then being published, the most
nearly comparable successor index). In calculating a genuine
selling price of a product for the above calculation, such price
may be reduced only by the applicable proportions of the
following if, and to the extent that, amounts in respect thereof are
reflected in such selling price: (i) normal trade discounts actually
allowed; (ii) sales, use or excise and added value taxes and
custom duties paid; (iii) if the genuine selling price is other than
f.o.b. factory, amounts paid for f.o.b. transportation of the
product to the customer's premises or place of installation or
delivery; (iv) insurance costs and the costs of packing material,
boxes, cartons and crates required for shipping; provided,
however, that for purposes of this calculation, the genuine selling
price of a product may not be less than 90% of the gross selling
price of said product after all deductions therefrom, if any. If a
product is leased, sold, used or otherwise disposed of on terms
not involving a bona fide arm's length sale to an unaffiliated
third party, then the Net Selling Price for such transactions shall
be deemed to be the Net Selling Price as defined above for
identical products sold to a nonaffiliated customer nearest to the
date of such lease, sale, use, or other disposition.
"Technical Information" means all useful confidential and
proprietary information relating to apparatus, methods,
processes, practices, formulas, techniques, procedures, patterns,
ingredients, designs and the like including (by way of example)
drawings, written recitations of data, specifications, parts, lists,
assembly procedures, operating and maintenance manuals, test
and other technical reports, know-how of LICENSOR, and the
like which are owned or controlled by LICENSOR, to the extent
they exist, that relate to Light Valves, Licensed Products and/or
to the suspensions or other components used or usable for
Licensed Products or Light Valves including, but not limited to,
particles, particle precursors, coatings, polymers, liquid
suspensions and suspending liquids, or any combination thereof,
and that consist of concepts invented or developed by
LICENSOR. Know-how of LICENSOR's suppliers and of
LICENSOR's other licensees and their sublicensees under
licenses from LICENSOR shall not be considered Technical
Information owned or controlled by LICENSOR.
2 GRANT OF LICENSE.
2.1 License. During the term of this Agreement,
LICENSOR hereby grants LICENSEE a non-exclusive right and
license to use (a) all of the Technical Information, if any,
(subject to Section 8.1 hereof), furnished by LICENSOR
pursuant to this Agreement, and (b) any invention claimed in (i)
any of the unexpired patents now or hereafter listed on Schedule
A attached hereto or (ii) unexpired patents which issue from
pending patent applications now or hereafter listed in Schedule
A, and any continuations, continuations-in-part, divisions,
reissues, reexaminations, or extensions thereof to make, have
made, and to lease, sell, or otherwise dispose of Licensed
Products in the Licensed Territory.
2.2 No Other Rights. LICENSEE agrees that, except for
the specific licenses granted to it under Section 2.1 hereof for use
in Licensed Products in the Licensed Territory, LICENSEE has
not acquired any rights or licenses under this Agreement to use
Light Valves or any components thereof made by or for
LICENSEE or its sublicensees pursuant to this Agreement.
2.3 Sublicenses. LICENSEE shall have the right to grant
non-exclusive sublicenses to any of its wholly-owned and
controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become
a sublicensee hereunder prior to doing so and agrees to be bound
by the terms and conditions of this Agreement. All sublicenses
shall (i) be non-exclusive, (ii) shall terminate with the
termination of the rights and licenses granted to LICENSEE
under Section 2.1 hereof, and be otherwise limited in accordance
with the limitations and restrictions which are imposed on the
rights and licenses granted to LICENSEE hereunder, (iii) contain
confidentiality provisions no less protective than those contained
in Section 12.1 hereof, and (iv) shall contain such other terms,
conditions, and licenses as are necessary to enable LICENSEE to
fulfill its obligations hereunder. LICENSEE shall send
LICENSOR a copy of every sublicense agreement or other
agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution
thereof. LICENSOR may terminate any such sublicense if there
is any change in the ownership or control of a sublicensee.
3 ROYALTY PAYMENTS, REPORTS AND RECORD-
KEEPING.
3.1 Royalties and Reports on Net Sales. During the term of
this Agreement, LICENSEE agrees to pay LICENSOR an earned
royalty which shall be five percent (5%) of the Net Selling Price
of Licensed Products which embody, or the manufacture of
which utilizes, any of the rights granted under Section 2.1
hereof, and which are manufactured by or for LICENSEE and
sold, leased, used or otherwise disposed of by or for LICENSEE
or a permitted sublicensee, provided, however, that the
LICENSEE shall receive a credit in the amount of any annual
minimum royalties that are paid by the LICENSEE during any
applicable period in accordance with the terms set forth in
Section 3.2 of this Agreement against the amount of earned
royalties that are due and owing by LICENSEE under this
Section 3.1 during such period. Payments under this Section 3.1
shall be made on a quarterly basis and made within 45 days after
the end of the calendar quarter in which such Licensed Products
were sold, leased, used or otherwise disposed of by or for
LICENSEE or a permitted sublicensee hereunder. Each royalty
payment shall be in U.S. dollars and shall be accompanied by a
statement by LICENSEE showing in reasonable detail the
amount of Licensed Products sold, used, leased or otherwise
disposed of by or for LICENSEE and its sublicensees during the
preceding quarter, any deductions taken or credits applied, and
the currency exchange rate used to report sales made in
currencies other than U.S. dollars. LICENSEE shall use the
exchange rates for buying U.S. dollars in effect on the last day of
each quarter, as specified in The New York Times. The first
such statement shall cover the period from the Effective Date of
this Agreement to the end of the first calendar quarter in which a
Licensed Product is sold, used, leased or otherwise disposed of
by or for LICENSEE or its sublicensees. LICENSEE shall also
furnish to LICENSOR at the same time it becomes available to
any third party, a copy of each brochure, price list, advertisement
or other marketing and promotional materials prepared,
published or distributed by LICENSEE or its sublicensees
relating to Licensed Products.
3.2 Minimum Royalties - Regardless of whether
LICENSEE is selling any Licensed Products, during the term of
this Agreement LICENSEE agrees to pay LICENSOR the non-
refundable minimum royalties (in U.S. Dollars) specified below
for each of the stated periods:
Period Minimum
Royalty
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
The LICENSEE shall receive a credit in the amount of any
earned royalties that are paid by the LICENSEE during any
applicable period set forth above in accordance with the terms
set forth in Section 3.1 of this Agreement against the minimum
royalties that are set forth in this Section 3.2.
3.3 Time and Method of Payment. The initial payment
under Section 3.2 shall be paid to LICENSOR within 10 business
days of the Effective Date of this Agreement, and each
subsequent payment under Section 3.2 to LICENSOR shall be
made on or before January 31 of each license year commencing
January 1, 2003. [Confidential Information Omitted and filed
separately with the Securities and Exchange Commission] All
other payments shall be due on the date specified in this
Agreement, or if no date is specified, within 30 days of invoice.
All payments made to LICENSOR shall be paid by wire transfer
of immediately available funds to the account of Research
Frontiers Incorporated at Chase Manhattan Bank, 0000 Xxxxxxx
Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Account No.: 000-000-000,
ABA Wire Code No.: 021 000 021, or to such other account or
place, as LICENSOR may specify in a notice to LICENSEE.
3.4 Sales, Use and Returns. Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on
the earlier of when such Licensed Products are billed out, or
when delivered, shipped or mailed to the customer. If as a result
of a price reduction or a return of Licensed Products previously
sold, a credit or refund to a customer is given on part or all of the
sale price of such Licensed Products, a credit shall be allowed
against royalties accruing thereafter under this Agreement equal
to the royalty paid on that part of the sales price so credited or
refunded.
3.5 Recordkeeping. LICENSEE shall keep and shall
cause each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and
accurate records, files and books of accounts that relate to
Licensed Products, all data reasonably required for the full
computation and verification of the Net Selling Price of Licensed
Products, deductions therefrom and royalties to be paid, as well
as the other information to be given in the statements herein
provided for, and shall permit LICENSOR or its duly authorized
representatives, upon reasonable notice, adequately to inspect the
same at any time during usual business hours. LICENSOR and
LICENSEE agree that an independent certified public accounting
firm (selected by LICENSOR from the largest ten certified
public accounting firms in the United States of America or
Germany) may audit such records, files and books of accounts to
determine the accuracy of the statements given by LICENSEE
pursuant to Section 3.1 hereof. Such an audit shall be made
upon reasonable advance notice to LICENSEE and during usual
business hours no more frequently than annually. The cost of the
audit shall be borne by LICENSOR, unless the audit shall
disclose a material breach by LICENSEE of any term of this
Agreement, or an underpayment error in excess of five percent of
the total monies paid to LICENSOR by LICENSEE during the
audited period, in which case LICENSEE shall bear the full cost
of such audit. LICENSEE agrees to pay LICENSOR all
additional monies that are disclosed by the audit to be due and
owing to LICENSOR within thirty days of the receipt of the
report.
4 OBLIGATIONS OF LICENSEE.
4.1 Compliance. LICENSEE agrees that, without
limitation, any manufacture, sale, lease, use or other disposition
of Licensed Products that is not in strict accordance with the
provisions of this Agreement shall be deemed a material breach
of this Agreement.
4.2 End Users. LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products is
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to look only to LICENSEE and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Licensed Products. LICENSEE agrees to take all steps to
reasonably assure itself that Licensed Products sold, leased or
otherwise disposed of by or for LICENSEE is being used for
permitted purposes only.
4.3 Laws and Regulations. LICENSEE agrees that it shall
be responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of
Licensed Products by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies
and other entities. LICENSEE agrees to maintain a file of all
such approvals and to send LICENSOR a copy of all such
approvals (including English translations thereof in the case of
approvals required by any foreign country) within 10 business
days of any written request for such copies by LICENSOR.
LICENSEE represents and warrants to LICENSOR that no
approval from any governmental agency or ministry, or from any
third party, is required to effectuate the terms of this Agreement
or the transactions contemplated hereby.
4.4 Purchase of Components from Others. By virtue of the
disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products shall
be deemed to have been manufactured at least in part using the
Technical Information provided by LICENSOR if LICENSEE or
any supplier of a Component to LICENSEE has had access to
Technical Information of any kind of LICENSOR or its licensees
and their sublicensees, consultants, subcontractors, agents or
representatives.. LICENSEE and its sublicensees each hereby
agrees that (i) all Components shall be used only in strict
accordance with the provisions of this Agreement, and that such
Components may not be used for any other purpose or resold by
LICENSEE or its sublicensees except as specifically permitted
by the license granted in Section 2.1 hereof, and (ii) LICENSEE
and its sublicensees will only look to the manufacturer or
supplier of such Component or other item used by LICENSEE or
its sublicensees and not to LICENSOR or its affiliates for any
claims, warranties, or liability relating to such Component or
other item. LICENSEE acknowledges that LICENSOR has not
made any representations or warranties regarding the availability
of any Component, or the price thereof, and that in all respects
LICENSEE shall deal directly with the suppliers of such
Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such
Components.
4.5 No Warranties by LICENSOR. LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Component, or information provided hereunder,
and LICENSEE expressly acknowledges and agrees that any
such material, Component or information provided by
LICENSOR hereunder is provided "AS IS" and that LICENSOR
makes no warranty with respect thereto and DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no
event shall any party to this Agreement be liable for any
damages, whether in contract or tort (including negligence),
including but not limited to direct, consequential, special,
exemplary, incidental and indirect damages, arising out of or in
connection with this Agreement or the use, the results of use, or
the inability to use any Licensed Product, material, Component
or information provided hereunder.
4.6 Analysis. LICENSEE represents and agrees that it will
only incorporate Components received from authorized suppliers
into Licensed Products and for no other purpose, and that
LICENSEE will not directly or indirectly attempt to reverse-
engineer any material provided to it hereunder by LICENSEE or
any supplier of any Component.
4.7 Personnel. LICENSEE agrees to assign personnel from
its technical staff who shall be responsible for the development
of Licensed Products during the term of this Agreement.
5 TRADEMARKS.
5.1 Trademarks. All trademarks or service marks that
either party may adopt and use for Licensed Products or other
products incorporating Light Valves are and shall remain the
exclusive property of the adopting party, and the other party
shall not obtain any rights and license to such marks under this
Agreement, but may inform others that the adopting party has
licensed or produced Licensed Products or products
incorporating Light Valves under such xxxx or marks, and may
use the adopting party's logo in connection therewith.
LICENSOR may require LICENSEE or its permitted
sublicensees to indicate on packaging that such product is
licensed from Research Frontiers Incorporated or to otherwise
include language and/or designations approved by LICENSOR
indicating an affiliation with Research Frontiers Incorporated.
6 INSURANCE AND INDEMNIFICATION.
6.1 Insurance. LICENSEE shall maintain at all times
ample product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement.
6.2 Indemnification. LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"for purposes of this
Section 6.2), against any liability, damage, loss, fine, penalty,
claim, cost or expense (including reasonable costs of
investigation and settlement and attorneys', accountants' and
other experts' fees and expenses) arising out of any action or
inaction by any Indemnifying Party relating to this Agreement
including an Indemnifying Party's manufacture, sale, use, lease
or other disposition of Licensed Products, and related materials,
or other use of the information and rights granted hereunder. Any
knowledge of LICENSEE's or its sublicensee's activities by
LICENSOR or its representatives shall in no way impose any
liability on LICENSOR or reduce the responsibilities of
LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement.
7 FUTURE PATENTS.
7.1 Future Patents. Each party, at its cost, shall have the
right to file patent applications in the United States and in
foreign countries covering any invention made by such party.
7.2 Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and
LICENSOR after the Effective Date of this Agreement, if any,
which relate in any way to or are useful in the design, operation,
manufacture and assembly of Licensed Products, and/or to the
suspensions or other components used or usable in Licensed
Products shall not be included in this Agreement. Upon written
request by the non-inventing party, LICENSOR and LICENSEE
shall negotiate with each other regarding the grant of
nonexclusive rights and licenses to use such improvements and
modifications, but neither party shall be obligated to grant such
rights and licenses to one another.
(b) During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any
obligation to reveal details which would be confidential
information), at least as frequently as once a year in January of
each calendar year, if any significant improvements or
modifications have been made relating to the subject matter of
this Agreement, and as to the general nature of any such
improvements and modifications.
(c) Notwithstanding the foregoing, LICENSOR may, but
shall not be required to, voluntarily and without additional cost
to LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE
rights in such certain future improvements and modifications,
and any information so disclosed will be considered Technical
Information which LICENSEE shall be obligated to keep
confidential pursuant to Section 12.1 of this Agreement. In
connection therewith, LICENSOR, may voluntarily add patents
and/or patent applications to Schedule A hereof. No disclosure
of any information by LICENSOR shall in any way establish a
course of dealing or otherwise require LICENSOR to make any
future disclosure of information under this Agreement.
7.3 Foreign Patent Applications. During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country
included in the Licensed Territory. If so designated and if legally
possible to do so, LICENSOR agrees to promptly file, prosecute
and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost,
including reasonable attorney's fees, to file, prosecute and
maintain any such patent application and resulting patents
specifically so designated by LICENSEE.
8 TECHNOLOGY TRANSFER.
8.1. Materials. Upon request by LICENSEE, during the
term of this Agreement and when mutually convenient to
LICENSOR and LICENSEE, LICENSOR shall supply
LICENSEE with small quantities of materials related to Licensed
Products for experimental use only by LICENSEE, and shall
charge LICENSEE $750 per man/day plus the cost of any other
materials used in making such materials, plus the cost of
shipping such materials to LICENSEE. Each invoice submitted
by LICENSOR for such service shall include detailed
explanations of the charges, and, if requested by LICENSEE,
copies of receipts. The parties acknowledge that LICENSOR has
no obligation to transfer to LICENSEE any Technical
Information other than as may be embodied in such sample
materials, and that, other than sample materials, if any, that may
be supplied by LICENSOR as aforesaid, LICENSEE will be
acquiring materials from authorized suppliers other than
LICENSOR.
8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.
8.3 Visits. During all visits by either party to the facilities
of the other party, visitors shall comply with all reasonable rules
of the host company, and each party to this Agreement will
indemnify and hold the other party harmless from any liability,
claim or loss whatsoever (i) for any injury to, or, death of, any of
its employees or agents while such persons are present at the
facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which
may occur during the presence of any such person at the facility
of the other party, regardless of how such damage occurs, if the
rules of the host are followed.
8.4 Sole Purpose. Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.
9 INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.
9.1 Proprietary Rights: Notices. Each party shall provide
appropriate notices of patents, or other similar notice of the
patent rights of the other party on all products utilizing the
patented inventions of the other party. Either party may add its
own patent notice to any copy or embodiment which contains its
patented inventions.
9.2 LICENSOR's Exclusive Ownership of Scheduled
Patents. LICENSEE hereby acknowledges LICENSOR as
purporting to be the sole and exclusive owner of the patents and
patent applications listed on Schedule A, and that, except for the
rights granted hereunder, LICENSEE shall not have any rights or
attempt to assert any ownership rights in and to those patents and
patent applications.
10 TERM AND TERMINATION.
10.1 Term. The term of this Agreement shall extend from
the Effective Date of this Agreement to the date of termination of
this Agreement. Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon the
expiration of the later of (A) the last to expire of the patents now
or hereafter listed in Schedule A hereof, and (B) the expiration of
the period in which LICENSEE is obligated to maintain
confidential Technical Information of LICENSOR pursuant to
Section 12.1 hereof.
10.2 Termination by LICENSEE. LICENSEE may
terminate this Agreement effective as of December 31, 2005 or
as of any anniversary thereof for any reason by giving
LICENSOR prior notice thereof unless sooner terminated as
hereinafter provided. Such notice shall be made in writing and
shall be given between 60 and 90 days prior to the effective date
for which such termination is to be effective.
10.3 Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December
31, 2005 or as of any anniversary thereof upon at least 30 days'
notice to LICENSEE for any reason, provided, however, that
LICENSOR shall give LICENSEE at least two years' notice of
any early termination under this Section 10.3 if LICENSEE is
producing and selling Licensed Products hereunder, and
provided further that if LICENSOR gives LICENSEE a notice of
termination pursuant to the first sentence of this Section 10.3 and
the effective termination date of such notice would be prior to
the expiration of a binding contractual obligation of LICENSEE
to supply Licensed Products to a customer of LICENSEE which
contract is in effect at the time LICENSOR's termination notice
is given, then the LICENSEE may, by providing LICENSOR
within 10 business days with a copy of the relevant portion of
such contract, extend the effective date of LICENSOR's
termination to December 31st of the calendar year in which the
aforesaid contractual obligation of LICENSEE to its customer
expires, but in no event shall the foregoing extension imply any
extension of time beyond the time period specified in Section
10.1 above. Notwithstanding the foregoing, LICENSOR may
terminate this Agreement at any time upon at least 30 days'
notice to LICENSEE if LICENSEE shall have failed to make
any payment when due or at any time breach any material term
of this Agreement and such payment is not made or such breach
is not cured within any applicable cure period specified in
Article 11 of this Agreement, or repeatedly provide inaccurate
reports hereunder, or if there has been a cessation by LICENSEE
of general operations or of work related to Licensed Products.
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
10.4 Effect of Termination. If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall
cease, and LICENSEE shall immediately return to LICENSOR
all Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and
summaries thereof; provided, however, that LICENSEE may
retain solely for archival purposes one copy of all such
documents in its legal department files, (2) at LICENSOR's
option, LICENSEE shall, within 30 days of the date of such
termination, either (A) sell and deliver to LICENSOR at
LICENSEE's direct cost of manufacture any Licensed Products
which shall then be in the possession of LICENSEE, and, if
requested by LICENSOR, LICENSEE shall finish and deliver to
LICENSOR any Licensed Products in the process of
manufacture as soon as possible and, in any case, not later than
30 days after receiving LICENSOR's request, and/or (B) with
respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Licensed
Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3) if this Agreement is
terminated for any reason on or before December 31, 2005,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to
grant sublicenses to others to utilize all technical information,
improvements and/or modifications (whether or not the subject
of patents or pending patent applications) developed or invented
by or on behalf of LICENSEE and/or its sublicensees,
subcontractors, or agents hereunder through the date of such
termination of this Agreement relating to Light Valves, or
Licensed Products, and upon such termination, LICENSEE shall
provide LICENSOR in reasonable detail complete information
regarding such technical information, improvements and/or
modifications. The foregoing license shall be self-effectuating,
but LICENSEE agrees upon written notice by LICENSOR at any
time hereafter to deliver to LICENSOR within 30 days of such
notice any document or other instrument reasonably requested by
LICENSOR to convey such license rights to LICENSOR such
as, by way of example, confirmations or instruments of
conveyance or assignment. No termination of this Agreement by
expiration or otherwise shall release LICENSEE or LICENSOR
from any of its continuing obligations hereunder, if any, or limit,
in any way any other remedy one party may have against the
other party. Notwithstanding the foregoing, LICENSEE's
obligations to LICENSOR under Sections 3.1, 3.5, 4.2, 4.3, 4.4,
4.5, 4.6, 6.1, 6.2, 7.2, 8.3, 8.4, 10.4, 12.1, and Articles 13 and 14
shall survive any termination or expiration of this Agreement.
11 EVENTS OF DEFAULT AND REMEDIES.
11.1 Events of Default. Each of the following events shall
constitute an "Event of Default" under this Agreement:
11.1.1 (a) A party's failure to make any payment due in
a timely manner or a party's material breach or material failure
to punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented
facts or circumstances, if curable, remain uncured thirty (30)
days after written notice of such misrepresentation is received by
the breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty
(30) days after such misrepresentation or breach at the option of
the non-breaching party; or
11.1.2 The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's
filing of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its
filing; (c) the appointment of a receiver or trustee for such first
party which has not been rescinded within ninety (90) days of
the date of such appointment; or (d) such first party otherwise
becoming insolvent or otherwise making an assignment for the
benefit of creditors.
11.2 Default by a Party. If there occurs an Event of
Default with respect to a party, the other party may:
(a) seek damages; and/or
(b) seek an injunction or an order for mandatory or
specific performance; and/or
(c) terminate this Agreement and the licenses granted
to LICENSEE hereunder whereupon the non-
defaulting party shall have no further obligations under
this Agreement except those which expressly survive
termination, and except with respect to royalty
payments due and owing to LICENSOR as of the
termination date or any subsequent period specified in
Section 10.4.
12 CONFIDENTIALITY.
12.1 Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information
disclosed to LICENSEE by LICENSOR pursuant to this
Agreement, such information shall be held in confidence;
provided, however, there shall be no obligation to treat as
confidential information which is or becomes available to the
public other than through a breach of this obligation, or which
was already possessed by LICENSEE in writing (or otherwise
provable to be in the possession of LICENSEE) prior to the
Effective Date of this Agreement (and was not received from
LICENSOR) or which is shown by LICENSEE to have been
received by it from a third party who had the legal right to so
disclose it without restrictions and without breach of any
agreement with LICENSOR or its licensees. LICENSOR shall
affix an appropriate legend on all written documentation given to
LICENSEE which contains confidential information.
LICENSEE acknowledges that the list of patent applications
contained on Schedule A is confidential information of
LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE
at the time such information is being conveyed (or in a
subsequent letter referring to the conversation) that the
information conveyed is confidential. It is understood and
agreed that, unless otherwise provided in a separate agreement
between LICENSEE and LICENSOR, LICENSEE has no
obligation hereunder to provide LICENSOR with any
confidential or proprietary information, and that LICENSOR
shall have no obligation hereunder to LICENSEE to maintain in
confidence or refrain from commercial or other use of any
information which LICENSOR is or becomes aware of under
this Agreement. The terms and provisions of this Agreement or
any other agreement between the parties shall not be considered
confidential, and the parties hereto acknowledge that, pursuant to
the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder, LICENSOR may file
copies of this Agreement with the Securities and Exchange
Commission and with NASDAQ and with any other stock
exchange on which LICENSOR's securities may be listed.
LICENSEE agrees that for the period of time during which
LICENSEE is obligated to keep information confidential
hereunder, LICENSEE will not make, use, sell, lease or
otherwise dispose of products using or directly or indirectly
derived from Licensed Products, Light Valves, or Components,
or which otherwise comprise suspended particles, which when
subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension
("SPD Technology") unless an agreement between LICENSOR
and LICENSEE permitting it to do so is in full force and effect
and the royalties, if any, provided in such agreement are being
paid to LICENSOR on such products. The foregoing restriction
shall not apply to products (i) which do not directly or indirectly
incorporate SPD Technology, such as, but not limited to, liquid
crystal devices, or electrochromic devices, or (ii) which
incorporate technology involving suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension
but which is independently developed and which is not in any
way directly or indirectly derived from any Technical
Information of LICENSOR or its licensees, sublicensees, or any
of their affiliates. LICENSEE shall have the burden of proving
by clear and convincing evidence that the availability of any
exception of confidentiality exists or that the foregoing
restrictions do not apply to a particular product. Nothing
contained in this section, however, shall be construed as granting
LICENSEE any rights or licenses with respect to any Technical
Information or patents of LICENSOR or its other licensees or
their sublicensees.
(b) LICENSEE will have the right to provide materials to,
and to disclose information to, a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided
that prior to disclosing any information to said subcontractor,
said subcontractor has signed a secrecy agreement with
LICENSEE at least as protective of LICENSOR's Technical
Information as the provisions of this Agreement, including,
without limitation, said subcontractor's specific agreement to be
bound by the provisions of Section 12.1 hereof to the same
extent as LICENSEE. For such purposes, LICENSEE may
develop a standard form of secrecy agreement for LICENSOR's
approval, after which LICENSEE may use such secrecy
agreement with all subcontractors without LICENSOR's prior
approval of the secrecy agreement being necessary. LICENSEE
shall have all subcontractors sign said secrecy agreement prior to
the disclosure of Technical Information to said subcontractor,
and LICENSEE shall send LICENSOR a copy of every such
secrecy agreement within thirty (30) days after the execution
thereof.
13 WARRANTIES AND REPRESENTATIONS.
13.1 Reciprocal Representations. Each party represents
and warrants to the other that:
13.1.1 Valid Agreement. The execution and delivery of
this Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action by
LICENSOR and LICENSEE and this Agreement is a valid and
binding obligation enforceable against the parties in accordance
with its terms, except to the extent limited by bankruptcy,
insolvency, moratorium and other laws of general application
relating to general equitable principles;
13.1.2 No Conflicts. Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any
other entity; and
13.1.3 Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a
party under this Section 13.1.3 may appear on such party's (or its
subsidiaries' or sublicensees') Internet web site, along with links
to the Internet web sites, and specific pages therefrom, of the
other party and its subsidiaries and sublicensees.
13.2 LICENSOR Representations. LICENSOR represents
and warrants, for the benefit of LICENSEE and its permitted
sublicensees, that:
13.2.1 Title. As of the date hereof, LICENSOR represents
and warrants that it has the right to convey the rights and
licenses granted by this Agreement, and otherwise to perform its
obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or
other inventive work to disclose to it any invention or
information within the scope of this Agreement and to assign to
it rights in such inventions and information in order that
LICENSEE shall receive, by virtue of this Agreement, the
licenses granted to it under Section 2.1 hereof.
13.2.2 Infringement. As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it by any
third party; or of any infringement of the patents listed on
Schedule A hereto by any entity.
13.2.3 Patents in Force. To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.
13.3 No Warranty. LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a)
that LICENSEE will be able to develop, manufacture, sell or
otherwise commercialize Licensed Products, or (b) as to the
validity of any patent.
14 MISCELLANEOUS.
14.1 Applicable Law. This Agreement shall be interpreted,
construed, governed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR
and LICENSEE hereby submit to the exclusive jurisdiction of
the state or federal courts located in the County of Nassau and
State of New York for such purposes.
14.2 Confidentiality In Court Proceeding. In order to
protect and preserve the confidential information of a party
which the parties recognize may be exchanged pursuant to the
provisions of this Agreement, the disclosing party may request,
and the receiving party shall not oppose, the court in any action
relating to this Agreement to enter a protective order to protect
information which is confidential information under Section 12.1
and to seal the record in the action or to hold the proceedings, or
portion of the proceedings, in camera; provided, that the
requested terms do not prejudice the receiving party's interests.
Nothing, however, shall preclude either party from thereafter
moving to unseal its own records or to have matter and
information designated as confidential under any relevant
protective order designated otherwise in accordance with the
circumstances as they shall appear at that time.
14.3 Severability. If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible
consistent with the intentions underlying the original provision.
If the remainder of this Agreement is not materially affected by
such declaration or finding and is capable of substantial
performance, then the remainder shall be enforced to the extent
permitted by law.
14.4 Waiver. Unless agreed to by the parties in writing to
the contrary, the failure of either party to insist in any one or
more instances upon the strict performance of any one or more of
the provisions of this Agreement, or to exercise any right
contained in this Agreement or provided by law, shall not
constitute or be construed as a waiver or relinquishment of the
performance of such provision or right or the right subsequently
to demand such strict performance or exercise of such right, and
the rights and obligations of the parties shall continue unchanged
and remain in full force and effect.
14.5 Captions. The captions and headings in this
Agreement are inserted for convenience and reference only and
in no way define or limit the scope or content of this Agreement
and shall not affect the interpretation of its provisions.
14.6 Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns. However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written
consent of LICENSOR except to a successor to substantially all
of its business relating to Light Valves and whose obligations
hereunder are guaranteed to LICENSOR by LICENSEE.
LICENSOR may assign all of its rights and obligations
hereunder to any successor to any of its business interests or to
any company controlling or controlled by LICENSOR. All
assignees shall expressly assume in writing the performance of
all the terms and conditions of this Agreement to be performed
by the assigning party, and an originally signed instrument of
such assumption and assignment shall be delivered to the non-
assigning party within 30 days of the execution of such
instrument.
14.7 Schedules. All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth
fully in this Agreement.
14.8 Entire Agreement. This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference
to this Agreement and which is executed in writing by the
parties; provided, however, that either party may unilaterally
waive in writing any provision imposing an obligation on the
other.
14.9 Notices. Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be
deemed given on the earliest of (i) actual receipt, irrespective of
method of delivery, (ii) on the delivery day following dispatch if
sent by express mail (or similar next day courier service), or (iii)
on the sixth day after mailing by registered or certified air mail,
return receipt requested, postage prepaid and addressed as
follows:
LICENSOR: Xxxxxx X. Xxxx, President
Research Frontiers Incorporated
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000-0000 XXX
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
LICENSEE: Xxxxxx X. Xxxxxxxx, Managing Director
BOS GmbH & Co. XX
Xxxxxxxxxxx 0
X-00000 Xxxxxxxx, XXXXXXX
Facsimile: x00 (0) 000 0000-0000
Telephone: x00 (0) 000 0000-0000
or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.
14.10 Bankruptcy Code. In the event that either party
should file a petition under the federal bankruptcy laws, or that
an involuntary petition shall be filed against such party, the
parties intend that the non-filing party shall be protected in the
continued enjoyment of its rights hereunder to the maximum
feasible extent including, without limitation, if it so elects, the
protection conferred upon licensees under section 365(n) of Title
17 of the U.S. Code. Each party agrees that it will give the other
party immediate notice of the filing of any voluntary or
involuntary petition under the federal bankruptcy laws.
14.11 Construction. This Agreement and the exhibits
hereto have been drafted jointly by the parties and in the event of
any ambiguities in the language hereof, there shall no be
inference drawn in favor or against either party.
14.12 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
14.13 Status of the Parties. The status of the parties under
this Agreement shall be solely that of independent contractors.
No party shall have the right to enter into any agreements on
behalf of the other party nor shall it represent to any person that
it has such right or authority.
The parties, through their duly authorized representatives,
and intending to be legally bound, have executed this
Agreement, as of the date and year first above written,
whereupon it became effective in accordance with its terms.
RESEARCH FRONTIERS INCORPORATED
By:_____________________________________________
Xxxxxx X. Xxxx, President
Date: February 4, 2002
BOS GmbH & Co. KG
By:___________________________________________
Xxxxxx X. Xxxxxxxx, Managing Director
Date: February 4, 2002
Schedule A
(As of February 4, 2002)
LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
Date Expiration
Patents in the United States Issued Date
4,772,103 Xxxxxx X. Xxxx
"Light Valve Containing an Improved
Suspension, and Liquids Therefor" 9/20/88 8/8/06
4,877,313 Xxxxxx X. Xxxx et al
"Light Polarizing Materials and
Suspensions Thereof" 10/31/89 2/10/09
5,002,701 Xxxxxx X. Xxxx
"Light Polarizing Materials and
Suspensions Thereof" 3/26/91 10/27/09
5,093,041 Xxxxxx X. Check, III et al
"Light-Polarizing Material Based on
Ethylene-diamine Polyacetic Acid
Derivatives" 3/03/92 7/30/10
5,111,331 Xxxx Xxxxxxxxx
"Electro-Optical Light Modulator" 5/05/92 7/5/09
5,130,057 Xxxxxx X. Xxxx
"Light Polarizing Materials and
Suspensions Thereof" 7/14/92
10/31/06
Schedule A (Continued)
Date Expiration
Patents in the United States Issued Date
5,279,773 Xxxxxx X. Xxxx
"Light Valve Incorporating A Suspension
Stabilized With A Block Polymer" 1/18/94 3/23/12
5,325,220 Xxxxxx X. Xxxx
"Light Valve With Low Emissivity
Coating As Electrode" 6/28/94 3/9/13
5,463,491 Xxxxxx X. Check III
"Light Valve Employing a Film Comprising
An Encapsulated Liquid Suspension And
Method of Making Such Film" 10/31/95 11/6/12
5,463,492 Xxxxxx X. Check III
"Light Modulating Film of Improved
Clarity For A Light Valve" 10/31/95 11/6/12
5,461,506 Xxxxxx X. Check III et al
"Light Valve Suspensions Containing A
Trimellitate Or Trimesate And Light
Valves Containing The Same" 10/24/95 5/11/13
5,467,217 Xxxxxx X. Check III et al
"Light Valve Suspensions and Films
Containing UV Absorbers and Light
Valves Containing The Same" 11/14/95 5/11/13
5,516,463 Xxxxxx X. Check III et al
"Method of Making Light
Polarizing Particles" 05/14/96 07/08/14
5,650,872 Xxxxxx X. Xxxx et al
"Light Valve Containing
Ultrafine Particles" 07/22/97 07/22/14
5,728,251 Xxxxxx X. Check, III
"Light Modulating Film of Improved
UV Stability For a Light Valve" 03/17/98 09/27/15
Schedule A (Continued)
Date Expiration
Patents in the United States Issued Date
6,114,405 Xxxxxxx Xxxxxx et al
"Ultraviolet Radiation-Curable
Light-Modulating Film for a Light
Valve, and Method of Making Same" 09/05/00 10/09/17
6,156,239 Xxxxxx X. Xxxx et al
"Light Polarizing Material, Liquid
Suspensions and Films Thereof, and Light
Valve Incorporating Same" 12/05/00 2/26/19
6,271,956B1 Xxxxxx X. Xxxx et al
"Method and Materials for Enhancing the
Adhesion of SPD Films and Light Valves
Comprising Same" 08/07/01 03/02/20
6,301,040 Xxxxxxxxxx Xxxxxxxxxx et al
"SPD Films Having Improved Properties and
Light Valves Comprising Same" 10/09/01 05/24/20
6,334,967 B1 Xxxxxx X. Xxxx et al
"Light Polarizing Particles of Improved
Particle Size Distribution" 01/01/02 12/21/20
(See also listing for PCT/US99/15508)
PENDING UNITED STATES APPLICATIONS
Serial Number Filing Date
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
In addition to the patents and patent applications listed above, Research
Frontiers Incorporated has purchased from Glaverbel, SA a number of
patents and patent applications which are in the process of being
assigned to Research Frontiers Incorporated. This Schedule A will be
amended in the future to include such patents and patent applications
when such assignments are complete and a final list is made available to
Research Frontiers Incorporated.
*-indicates a patent
