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Exhibit 10.24
Date: 21 January 1997
(4th Ed-Nov 96)
STANDARD
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
BETWEEN
THE NAVAL RESEARCH LABORATORY (NRL)
AND
IMPLANT SCIENCES CORPORATION (ISC)
AGREEMENT ADMINISTRATORS
NRL:
Technology Transfer Office: Xx. X. Xxxx, Code 1004, (000) 000-0000
Legal Counsel: Xx. X. X. Xxxxxx, Code 3008, (000) 000-0000
Program Manager: Xx. Xxxxx Xxxxxxxx, Code 6856, (000) 000-0000
ISC:
Preferred Contact: Xx. Xxxxxxx X. Xxxxxx, (000) 000-0000
Legal Counsel: Xx. Xxxxx X. Xxxxx of Xxxxx, Xxxx and Xxxxx
Agreement Title: Ion Implantation Technology for GaN and
Related Alloys
Agreement Number: NCRADA-NRL-97-132
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TABLE OF CONTENTS
ARTICLE 1. INTRODUCTION.................................................................. 1
ARTICLE 2. SUMMARY....................................................................... 1
ARTICLE 3. BACKGROUND.................................................................... 3
4.1 "Agreement"............................................................ 3
4.2 "Computer Software".................................................... 4
4.3 "Computer Software Documentation"...................................... 4
4.4 "Cooperative Research"................................................. 4
4.5 "Data"................................................................. 4
4.6 "Government"........................................................... 4
4.7 "Government Purpose License Rights".................................... 4
4.8 "Invention"............................................................ 4
4.9 "Made"................................................................. 4
4.10 "Party(ies)"........................................................... 5
4.11 "Patent Application"................................................... 5
4.12 "Proprietary Information".............................................. 5
4.13 "Restricted Access Information"........................................ 5
4.14 "Subject Data"........................................................ 5
4.15 "Subject Invention".................................................... 6
4.16 "Unlimited Rights"..................................................... 6
ARTICLE 5. OBJECTIVES.................................................................... 6
ARTICLE 6. SCOPE AND RESPONSIBILITIES.................................................... 6
6.1 Scope.................................................................. 6
6.2 Responsibilities....................................................... 6
6.2.1 NRL Personnel, Facilities and Equipment ...................... 6
6.2.2 ISC Personnel, Facilities and Equipment....................... 7
ARTICLE 7. REPRESENTATIONS AND WARRANTIES................................................ 7
7.1 Representations and Warranties of NRL.................................. 7
7.2 Representations and Warranties of ISC.................................. 8
ARTICLE 8. FUNDING....................................................................... 9
ARTICLE 9. REPORTING AND PUBLICATIONS.................................................... 9
9.1 ISC Reports............................................................ 9
9.2 NRL Reports............................................................ 9
9.3 Agreement to Confer Prior to Publication............................... 10
9.4 Classified or Militarily Critical Technologies (MCT) Information....... 10
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ARTICLE 10. INTELLECTUAL PROPERTY............................................................ 10
10.1 Data Rights................................................................ 10
10.1.1 Ownership, Rights, Use and Protection of Subject Data............. 10
10.1.2 Ownership, Rights, Use and Protection of Non-Subject Data......... 11
10.1.3 Determination and Marking of Proprietary and Restricted Access
Information....................................................... 12
10.2 Copyrights................................................................. 12
10.2.1 Copyright by ISC.................................................. 13
10.2.2 Copyright License to the Government............................... 13
10.2.3 Copyright Statement............................................... 13
10.3 Patent Rights.............................................................. 13
ARTICLE 11. PROPERTY......................................................................... 15
11.1 Title to Pre-Existing Facilities and Equipment............................. 15
11.2 Items Purchased by Parties................................................. 15
11.3 Title to Developed Property................................................ 15
11.4 Property Costs............................................................. 16
11.5 Disposal of Property....................................................... 16
ARTICLE 12. LIABILITIES...................................................................... 16
12.1 Government Liability....................................................... 16
12.2 Indemnification by ISC..................................................... 16
12.3 Force Majeure.............................................................. 17
ARTICLE 13. GENERAL PROVISIONS.............................................................. 17
13.1 Characteristics of the Agreement........................................... 17
13.1.1 Entire Agreement.................................................. 17
13.1.2 Severability...................................................... 17
13.1.3 Headings.......................................................... 17
13.2 Agreements between Parties................................................. 18
13.2.1 Governing Laws.................................................... 18
13.2.2 Independent Contractors/Entities.................................. 18
13.2.3 Amendments........................................................ 18
13.2.4 Assignment/Subcontracting......................................... 18
13.2.5 Termination....................................................... 19
13.2.6 Notices........................................................... 20
13.2.7 Disputes.......................................................... 21
13.2.8 Waivers........................................................... 21
13.2.9 Use of Name or Endorsements....................................... 21
13.3 Handling of Hazardous Substances........................................... 22
13.4 Officials Not to Benefit................................................... 22
13.5 U.S. Competitiveness....................................................... 22
13.6 Public Release of this Agreement Document.................................. 22
ARTICLE 14. EFFECTIVE DATE AND DURATION...................................................... 23
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ARTICLE 15. SURVIVING PROVISIONS............................................................. 23
ARTICLE 16. SIGNATURES....................................................................... 24
APPENDIX A Statement of Work................................................................. 00
XXXXXXXX X Confirmatory Licence Agreement.................................................... 29
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STANDARD
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
BETWEEN
THE NAVAL RESEARCH LABORATORY (NRL)
AND
IMPLANT SCIENCES CORPORATION (ISC)
ARTICLE 1. INTRODUCTION
Under the authority of the Federal Technology Transfer Act of 1986 (Public Law
99-502, 20 October 1986, as amended) the Naval Research Laboratory (NRL) and
Implant Sciences Corporation (ISC), whose corporate headquarters are located at
000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000-0000, do hereby agree and do enter into
this COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT, which shall be binding upon
both Parties and their assigns according to the clauses and conditions hereof
and for the term and duration set herein.
ARTICLE 2.SUMMARY
Ion implantation is a process that is integral to the fabrication of a variety
of semiconductor devices. It has had a unique role in the development of the
III-V device and IC technology. The Electronics Science and Technology Division
at NRL has been a leader in the development and application of implantation into
III-V materials for over two decades. Currently, the III-V material, GaN, and
the related alloys of AlGaN are the object of extensive research directed toward
the development of high-temperature, highpower devices and MMICs. NRL is a
leader in the design and fabrication of these devices and has a strong interest
in the development of implantation techniques for this material.
GaN and the related alloys are unique among the III-V's in that they are
"wide-bandgap" semiconductors. It is this feature that makes them attractive for
high temperature and high-power electronics, but it is also the fundamental
reason that implantation into these materials is somewhat difficult. It requires
the ability to do implants into the substrates at elevated temperature and it
requires novel encapsulation and anneal techniques for the activation of the
implanted species. NRL is not well equipped to address these unique aspects of
implantation into GaN and its related alloys.
Implant Sciences is a national leader in the implantation of the Group IV
widebandgap material SiC. The researchers at this company have developed
high-temperature implantation techniques for this material and contributed to
the understanding and technology development for the anneal of this material.
Many of the Universities and Industrial research groups in this country use the
implant services of Implant Sciences for SiC doping. Much of the work done by
Implant Sciences in their successful effort to develop a position of preeminence
in this area is applicable to the development of an implantation technology for
GaN.
The interests and complementary strengths of NRL and Implant Sciences have lead
to the initiation of this CRADA. NRL and Implant Sciences will collaborate under
the terms of this agreement to develop and implement, for device and IC
fabrication, an implantation technology for GaN and its related alloys.
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ARTICLE 3. BACKGROUND
The Federal Technology Transfer Act of 1986, as amended, provides for making
Federal laboratories' developments accessible to private industry, and to state
and local governments, and for the improvement of economic, environmental and
social well-being of the United States by stimulating the civil utilization of
Federally-funded technology developments. NRL has extensive expertise and
information in electronic materials development, and in keeping with the Federal
Technology Transfer Act desires to make this expertise and technology available
for use in the public sector.
ISC has the interest, resources, and technical expertise to incorporate the Navy
developed work in products intended for sale. Therefore, in consideration of the
mutual promises contained in this Agreement and for other good and valuable
consideration, the Parties agree to the foregoing objectives and recitals and
further agree as follows:
ARTICLE 4. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings
and are equally applicable to both singular and plural forms of the terms
defined:
4.1 "Agreement" means this Cooperative Research and Development
Agreement (CRADA).
4.2 "Computer Software" means a combination of associated computer
instructions and computer data definitions required to enable computer hardware
to perform computational or control functions. Computer programs and computer
data bases are included.
4.3 "Computer Software Documentation" means data including computer
listings and printouts in human-readable form which (a) documents the design or
details of computer software, (b) explains the capabilities of the software, or
(c) provides operating instructions for using the software.
4.4 "Cooperative Research" means research performed under this
Agreement pursuant to the objectives, scope and responsibilities, and statement
of work by NRL or ISC alone or working together.
4.5 "Data" means recorded information of any kind of a scientific or
technical nature, regardless of the form or method of the recording.
4.6 "Government" means the Government of the United States of America.
4.7 "Government Purpose License Rights" (GPLR) means the right to use,
duplicate, or disclose Data, in whole or in part and in any manner, for
Government purposes only, and to have or permit others to do so for Government
purposes only. Government purposes include competitive procurement, but do not
include the right to have or permit others to use Data for commercial purposes.
4.8 "Invention" means any invention or discovery which is or may be
patentable under Title 35 of the United States Code.
4.9 "Made" when used in relation to any Invention, means the conception
or first actual reduction to practice of such invention.
4.10 "Party(ies)" means the Navy participant(s) and/or the Non-Navy
participant(s).
4.11 "Patent Application" means U.S. or foreign patent application,
continuation, continuation-in-part, divisional, reissue and/or reexamination on
any Subject Invention.
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4.12 "Proprietary Information" means information which embodies trade
secrets developed at private expense or business commercial or financial
information that is privileged or confidential provided that such information:
(a) is not known or available from other sources without
obligations concerning its confidentiality;
(b) has not been made available by the owners to others
without obligation concerning its confidentiality;
(c) is not already available to the Government without
obligation concerning its confidentiality; and,
(d) has not been developed independently by persons who had no
access to the Proprietary Information.
4.13 "Restricted Access Information" means Subject Data generated by
NRL that would be Proprietary Information if the information had been obtained
from a non-Federal Party participating in a CRADA (15 U.S.C. Section 3710a).
Under 15 U.S.C. Section 3710a(c)(7)(3), the Parties may mutually agree to
provide appropriate protection of Restricted Access Information against
dissemination for a period of up to five (5) years after development of the
information.
4.14 "Subject Data" means all Data first produced in the performance of
the Agreement.
4.15 "Subject Invention" means any Invention Made in the performance of
work under this Agreement.
4.16 "Unlimited Rights" means the right to use, duplicate, release or
disclose Data or Computer Software in whole or in part, in any manner and for
any purpose whatsoever, and to have or permit others to do so.
ARTICLE 5. OBJECTIVES
The objective of the parties to this agreement is to develop and implement for
device and IC fabrication, an implantation technology for GaN and its related
alloys.
ARTICLE 6. SCOPE AND RESPONSIBILITIES
6.1 Scope
As agreed herein, the Parties provide personnel, facilities, equipment
and, if agreed, funds from ISC to NRL to perform the cooperative research and
development specified in the summary, objectives and statement of work. Such
efforts shall support the electronic materials development mission of NRL. The
Parties shall provide personnel knowledgeable in the development of implantation
technology for GaN and its related alloys. The Parties shall develop and
evaluate implantation technology for GaN and its related alloys as a potential
commercial application of their contributing technologies.
6.2 Responsibilities
6.2.1 NRL Personnel, Facilities and Equipment
The work performed by NRL will be performed under the program
guidance of Xx. Xxxxx Xxxxxxxx, Code 6856, who as the NRL Program Manager (NPL
PM) has the responsibility for the scientific and technical conduct of this
project within the facilities of NRL or performed on behalf of NRL by third
parties in support of this Agreement. ISC
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representatives who may perform experiments at NRL will be supervised by the ISC
Program Manager (ISC PM) in accordance with Article 13.2.2.
6.2.2 ISC Personnel, Facilities and Equipment
The work performed by ISC will be performed under the program
guidance of Xx. Xxxxxxx X. Xxxxxx, who as the ISC Program Manager (ISC PM) has
the responsibility for the scientific and technical conduct of this project
within the facilities of ISC or performed on behalf of ISC by third parties in
support of this Agreement. NRL representatives who may perform experiments at
ISC will be supervised by the NR-LI PM in accordance with Article 13.2.2.
ARTICLE 7.REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties of NRL NFL hereby represents and
warrants to ISC as follows:
7.1.1 NRL is a Federal "laboratory" of the U.S. Navy, wholly owned by
the U.S. Government, and whose substantial purpose is the performance of
research, development, or engineering by employees of said Government (15 U.S.C.
Section 3710a(d)(2)(A)).
7.1.2 The performance of the activities specified by this Agreement is
consistent with the mission of NRL.
7.1.3 The Official executing this Agreement has the requisite authority
to do so.
7.1.4 NRL makes no express or implied warranty as to the conditions of
research or any Invention or product, whether tangible or intangible, Made or
developed under this Agreement, or the merchantability, or fitness for a
particular purpose of the research or any invention or product.
7.2 Representations and Warranties of ISC ISC hereby warrants and
represents to NRL as follows:
7.2.1 ISC, as of the date hereof, is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Massachusetts.
7.2.2 ISC has the requisite power and authority to enter into this
Agreement and to perform according to the terms thereof.
7.2.3 The Board of Directors and Stockholders of ISC have taken all
actions required to be taken by law, its Certificate or Articles of
Incorporation, its bylaws or otherwise, to authorize the execution and delivery
of agreements, such as this Agreement.
7.2.4 The execution and delivery of this Agreement does not contravene
any material provision of, or constitute a material default under any material
agreement binding on ISC or any valid order of any court, or any regulatory
agency or other body having authority to which ISC is subject.
7.2.5 ISC is not presently subject to debarment or suspension by an
agency of the Government. Should ISC be debarred or suspended, ISC will so
notify NRL, who may elect to terminate the Agreement.
7.2.6 ISC is not directly or indirectly controlled by a foreign company
or government (Executive order 12591, Section 4.(a)).
7.2.7 ISC is a small business as defined in 15 U.S.C. Section 632 and
implementing regulations (13 C.F.R. Section 121.101 et seq.) of the
Administrator of the Small Business Administration. In simplest terms, this
means fewer than 500 employees (see 13 C.F.R. Section 121.601).
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7.2.8 ISC makes no express or implied warranty as to the conditions of
research or any Invention or product, whether tangible or intangible, Made or
developed under this Agreement, or the merchantability, or fitness for a
particular purpose of the research or any Invention or product.
ARTICLE 8. FUNDING
Each Party will fund its own efforts.
ARTICLE 9. REPORTING AND PUBLICATIONS
9.1 ISC Reports
ISC shall submit one written report to NRL each wear during the term of
this Agreement on the progress of its work and the results being obtained and
shall make available to NRL, to the extent reasonably requested, Subject Data
produced by ISC in sufficient detail to explain the progress of work under this
Agreement. ISC shall submit a final report of its results, including a listing
of all Subject Inventions, to NRL within four (4) months after completing its
performance under this Agreement.
9.2 NRL Reports
NRL shall submit one written report to ISC each year during the term of
this Agreement on the progress work and the results being obtained and shall
make available to ISC, to the extent reasonably requested, Subject Data produced
by NRL in sufficient detail to explain the progress of the work under this
Agreement. NRL shall submit a final report of its results, including a listing
of all Subject Inventions, to ISC within four (4) months after completing its
performance under this Agreement.
9.3 Agreement to Confer Prior to Publication
NRL and ISC agree to confer and consult prior to the publication of
Subject Data to assure that no Proprietary Information is released and that
patent rights are not jeopardized. Prior to submitting a manuscript for review
which contains the results of research under this Agreement, or prior to
publication if no such review is made each Party shall be offered an ample
opportunity to review such proposed publication and to file patent applications
in a timely manner, if it is so entitled under this Agreement.
9.4 Classified or Militarily Critical Technologies (MCT) Information
All publications and presentations by ISC of Subject Data must be
unclassified material and must be cleared by NRL for public release prior to
presentation or publication to ensure that no classified, MCT (in accordance
with the guidelines in the MCT List), or otherwise restricted data are included.
ARTICLE 10. INTELLECTUAL PROPERTY
10.1 Data Rights
10.1.1 Ownership, Rights, Use and Protection of Subject Data
Each Party shall have title to Subject Data generated by that Party.
Each Party upon request to the other Party, shall have the right to review and
to request delivery of all subject Data and delivery shall be made to the
requesting Party within two weeks of the request. ISC shall have Unlimited
Rights in all Subject Data generated by NRL. Each Party will hold in confidence
and treat as company Proprietary Information all Restricted Access information
for a period up to five years, as mutually agreed between the Parties. In
accordance with 15 U.S.C.
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Section 3710a(c)(7)(B), Restricted Access Information will be protected by NRL
from release under the Freedom of Information Act, 5 U.S.C. Section 552 as long
as the information meets the definition of Restricted Access Information.
The Government shall have Unlimited Rights in all Subject Data
generated by ISC which is not Proprietary Information of ISC. Subject Data which
is not Proprietary Information of ISC may be released by NRL where such release
is required pursuant to a request under the Freedom of Information Act (5 U.S.C.
Section 552).
The Government shall have Government Purpose License Rights in any
Subject Data furnished by ISC to NRL under this Agreement which is Proprietary
Information. ISC shall place a proprietary notice, in accordance with Article
10.1.3, on all information it delivers to NPL under this Agreement which it
asserts is proprietary. Subject Data which is Proprietary information of ISC
shall be protected by NRL from release under the Freedom of Information Act
(FOIA) for as long as the data meets the definition of Proprietary Information.
NRL shall notify ISC promptly of any such request for release of ISC Proprietary
Subject Data.
10.1.2 Ownership, Rights, Use and Protection of Non-Subject Data
Each Party shall have title to non-Subject Data generated by
that Party. ISC shall have Unlimited Rights in all non-Subject Data provided
under this Agreement by NRL.
The Government shall have Unlimited Rights in all ISC
non-Subject Data which is provided under this Agreement and which is not
Proprietary Information of ISC. Non-Subject Data which is not Proprietary
Information of ISC may be released by NRL where such release is required
pursuant to a request under the Freedom of Information Act (5 U.S.C. Section
552).
NRL shall use, reproduce and disclose any Proprietary
Information that is non-Subject Data furnished by ISC to NRL under this
Agreement only for the purpose of carrying out this Agreement, unless consent to
other use or release is obtained from ISC. ISC shall place a proprietary notice,
in accordance with Article 10.1.3, on all information it delivers to NRL under
this Agreement which it asserts is proprietary. Non-Subject Data which is
Proprietary Information of ISC shall be protected by NRL from release under the
Freedom of Information Act (FOIA) for as long as the data meets the definition
of Proprietary Information. NRL shall notify ISC promptly of any such request
for release of ISC non-Subject Data.
10.1.3 Determination and Marking of Proprietary and Restricted
Access Information ISC shall place a proper Proprietary
notice on each page of all Subject and non- Subject Data it
delivers to NRL under this Agreement which ISC asserts is Proprietary
Information. Restricted Access Information will be marked in a manner similar to
the following:
"RESTRICTED ACCESS INFORMATION - TREAT AS PROPRIETARY TO IMPLANT
SCIENCES CORPORATION."
NRL will review all such designated Proprietary and
Restricted Access Information and, in consultation with ISC, will determine
whether it qualifies as "Proprietary or Restricted Access Information" in
accordance with the criteria of Articles 4.12 and 4.13.
10.2 Copyrights
10.2.1 Copyright by ISC
ISC may copyright works of authorship prepared pursuant to this CRADA
that may be copyrighted under Title 17, U.S. Code.
10.2.2 Copyright License to the Government
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ISC grants a nonexclusive, nontransferable, irrevocable,
royalty-free copyright license throughout the world in the exclusive rights in
copyrighted works of authorship (17 U.S.C. Section 106) prepared pursuant to
this Agreement to the Government for Government purposes, including the right to
permit others to use this license for Government purposes.
10.2.3 Copyright Statement
ISC shall include the following statement on any mask work
or work of authorship created in the performance of this Agreement: "The U.S.
Government has a copyright license in this work pursuant to a CRADA with NRL."
10.3 Patent Rights
Employees of either Party will report a Subject Invention to their
employer within 90 days. Each Party will notify the other Party of a Subject
Invention within 90 days of the report by its employee(s). After reporting the
Invention to the other Party, the Party entitled to own the Subject Invention
shall have 90 days in which to decide whether to file an application for Patent,
and to notify the other Party of the decision. If the entitled Party declines,
or upon the expiration of the 90 days without notification, the other Party
shall have an opportunity to file and take title to the invention, subject to
the retention of a nonexclusive, nontransferable, irrevocable, paid-up license
to practice the Subject Invention or have the invention practiced throughout the
world by or on behalf of the Party whose employee(s) Made the Subject Invention.
Each Party shall be entitled shall be entitled to own the Subject Inventions of
its employees. Each Party whose employee(s) contributed to the Making of a
jointly Made Subject Invention shall have title, in the form of an undivided
interest, in the Subject Invention. The Parties shall confer on all jointly Made
Subject Inventions to determine which Party will file an application for Patent.
NRL gives ISC the option, to be exercised within 180 days after the filing of an
Application for Patent, of acquiring an exclusive license in the Government's
rights in any Subject Invention. An exclusive license will be in the field of
use of Measuring and Controlling Devices, Standard Industrial Classification
(SIC code 3629), subject to a reasonable royalty and subject to the retention of
a nonexclusive license. For any Subject Invention, each Party hereby grants to
the other Party a nonexclusive license. All exclusive license options or
nonexclusive licenses granted in Subject Inventions are subject to the
reservation of a nonexclusive, nontransferable, irrevocable, paid-up license to
practice a Subject Invention Made by employees of the granting Party or have
that Subject Invention practiced throughout the world by or on behalf of that
other Party.
In the event both Parties decline to file a Patent Application, the
Government will renounce its entitlement and leave all rights to the inventor(s)
who may retain ownership of the Invention, subject to the granting to the
Parties of a nonexclusive, nontransferable, irrevocable, paid-up license to
practice the Invention or have the Invention practiced throughout the world by
or on behalf of each Party. ISC may, at their sole discretion, renounce, its
entitlement and leave all rights to the inventor(s) who may retain ownership of
the Invention, subject to the granting to the Parties of a nonexclusive,
nontransferable, irrevocable, paid-up license to practice the Invention or have
the Invention practiced throughout the world by or on behalf of each Party.
No nonexclusive license conveyed under this Agreement shall be
assigned, licensed or otherwise disposed of except to the successor of that part
of ISC's business to which such license pertains.
Each Party shall provide the other Party with copies of any Payment
Applications it files on any Subject Invention along with the right to inspect
and make copies of all documents retained in the patent or other intellectual
property application files other than Proprietary
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Information. For each nonexclusive license granted under this Agreement, each
Party shall provide to the other Party the Confirmatory License Agreement in
Appendix B.
ARTICLE 00.XXXXXXXX
11.1 Title to Pre-Existing Facilities and Equipment
Each Party Shall retain title to all its preexisting property,
facilities, equipment or other resources provided under the Agreement.
11.2 Items Purchased by Parties
Each Party shall retain title to all property, facilities, equipment or
other resources which they purchased. Property purchased by the Government with
ISC's funds shall be Government Property.
11.3 Title to Developed Property
All equipment developed under this Agreement shall be the property of
the developing Party. Jointly developed equipment having components provided by
both Parties shall be the property of the Government. Jointly developed
equipment having all components provided by ISC shall be the property of ISC.
11.4 Property Costs
During the period of this Agreement, ISC shall be responsible for all
costs on maintenance, removal, storage, repair, and shipping of the NRL owned
Xxxxx 6200 Ion Implanter provided to ISC by NRL to carry out the research
described in the SOW (Appendix A). Upon completion of this Agreement, the Xxxxx
6200 Ion Implanter will be returned to NRL, at NRL's expense, or transferred to
an existing government/ISC contract should it be in the best interest of the
government.
11.5 Disposal of Property
Disposal of property will be in accordance with applicable disposal
laws and regulations.
ARTICLE 12.LIABILITIES
12.1 Government Liability
The Government's responsibility for injury or loss of property or
personal injury or death caused by the negligent or wrongful act or omission of
any employee of the Government while acting within the scope of his office or
employment will be in conformance with the Federal Tort Claims Act (28 U.S.C.
Section 2671 et seq.). Except as provided by the Federal Tort Claims Act, the
Government shall not be liable to ISC for any claims whatsoever, including loss
of revenue, profits, or other indirect or consequential damages.
12.2 Indemnification by ISC
ISC holds the Government harmless and agrees to indemnify the
Government for all liabilities, claims, demands, damages, expenses, and losses
of any kind arising out of the performance by ISC or other entity acting on
behalf of or under the authorization of ISC under this Agreement. The word
"other" does not include the NRL or "employee of the Government while acting
within the scope of his office or employment" as used in Article 12.1.
12.3 Force Majeure
No Party shall be liable for the consequences of any unforeseeable
force majeure event that (1) is beyond their reasonable control, (2) is not
caused by the fault or negligence of such Party, (3) causes such Party to be
unable to perform its obligations under this Agreement and (4) cannot be
overcome by the exercise of due diligence. In the event of the occurrence of a
force
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majeure event, the Party unable to perform shall promptly .notify the other
Party. It shall further pursue its best efforts to resume performance as quickly
as possible and shall suspend performance only for such period of time as is
necessary as a result of the force majeure event.
ARTICLE 13. GENERAL PROVISIONS
13.1 Characteristics of the Agreement
13.1.1 Entire Agreement
This Agreement constitutes the entire agreement between the
Parties concerning the subject matter hereof and supersedes any prior
understanding or written or oral agreement relative to said matter.
13.1.2 Severability
The illegality or invalidity of any provisions of this
Agreement shall not impair, affect or invalidate the other provisions of this
Agreement.
13.1.3 Headings
Titles and headings of the sections and subsections of this
Agreement are for convenience of reference only and do not form a part of this
Agreement and shall in no way affect the interpretation thereof.
13.2 Agreements between Parties
13.2.1 Governing Laws
The Parties agree that United States Federal Law shall
govern this Agreement for all purposes.
13.2.2 Independent Contractors/Entities
The relationship of the Parties to this Agreement is that of
independent contractors and not as agents of each other or as joint venturers or
Partners. Each Party shall maintain sole and exclusive control over its
personnel and operations.
13.2.3 Amendments
If any Party desires a modification in this Agreement, the
Parties shall, upon reasonable notice of the proposed modification by the Party
desiring change, confer in good faith to determine the desirability of such
modification. Such modification shall not be effective until a written amendment
is signed by the Agreement signatories or their successors.
13.2.4 Assignment/Subcontracting
13.2.4.1 If either Party subcontracts or grants to a third
Party any portion cf the work to be accomplished under this Agreement, then the
contracting Party shall remain fully responsible for that portion of the work,
and the subcontractor is not a Party to the Agreement.
13.2.4.2 Except as otherwise provided in this Agreement,
this Agreement or any license thereunder shall not be assigned or otherwise
transferred by any Party without the prior written consent of the other Party,
except to the successor of that part of ISC's business to which this Agreement
or such license pertains.
13.2.4.3 In the event that ISC or its successors or
assignees shall become, during the term of this Agreement, directly or
indirectly controlled by a foreign company or government (Executive Order 12591,
Section 4.(a)), then ISC shall immediately notify NRL to that effect. If ISC
becomes foreign-controlled during the term of this Agreement, NRL, after
consultation with the U.S. Trade Representative in accordance with Executive
Order 12591, may cancel any option for an exclusive or partially exclusive
license to a Subject Invention and may
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terminate any exclusive or partially exclusive licenses of patents in Subject
Inventions entered into which the Government has title, and which have been
licensed under this Agreement.
13.2.5 Termination
13.2.5.1 Termination by Mutual Consent
ISC and NRL may elect to terminate this Agreement
at any time by mutual consent. In such event the Parties shall specify the
disposition of all Subject Inventions and other results of work accomplished or
in progress, arising from or performed under this Agreement, and they shall
specify the disposal of all property in a manner consistent with this Agreement,
any license hereunder and the property disposal laws and regulations.
13.2.5.2 Unilateral Termination
Either Party may unilaterally terminate this entire
Agreement at any time by giving the other Party written notice, not less than
thirty (30) days prior to the desired termination date. If ISC unilaterally
terminates this Agreement, any option for an exclusive or partially exclusive
license to a Subject Invention and any exclusive or partially exclusive license
to a Subject Invention entered into by the Parties shall be simultaneously
terminated unless the Parties agree to retain such option or exclusive license.
13.2.5.3 No New Commitments
NRL shall make no new commitments after receipt of a
written termination notice from ISC and shall, to the extent practicable, cancel
all outstanding commitments by the termination date.
13.2.6 Notices
All notices pertaining to or required by this Agreement
shall be in writing and shall be signed by an authorized representative and
shall be delivered by hand or sent by certified mail, return receipt requested,
with postage prepaid, addressed as follows:
If to ISC
Xx. Xxxxxxx X. Xxxxxx
Implant Sciences Corporation
000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000-0000
ALL COVER CORRESPONDENCE SHALL REFER TO NAVY CRADA NUMBER
"NCRADA-NRL-97-132." If to NRL:
The Commanding Officer
Naval Research Laboratory, Code 1000
0000 Xxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000-0000
Any Party may change such address by notice given to the other Party in the
manner set forth above.
13.2.7 Disputes
13.2.7.1 Settlement
NRL and ISC agree to use all reasonable efforts to
reach a fair settlement cf any dispute. If such efforts are unsuccessful,
remaining issues in dispute will be referred to the signatories or their
successors for resolution. If a dispute continues, the remaining issues may be
submitted to the Chief of Naval Research, or his designee, for resolution.
Nothing in this Agreement is intended to prevent ISC from pursuing disputes in a
Federal Court of competent jurisdiction.
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13.2.7.2 Continuation of Work
Pending the resolution of any dispute or claim
pursuant to this Article, the Parties agree that performance of all obligations
under this Agreement shall be diligently pursued.
13.2.8 Waivers
None of the provisions of this Agreement shall be considered
waived by any Party unless such waiver is given in writing to the other Party.
The failure of any Party to insist upon strict performance of any of the terms
and conditions hereof, or failure or delay to exercise any rights provided
herein or by law shall not be deemed a waiver of any right of any Party hereto.
13.2.9 Use of Name or Endorsements
Except as provided for in Article 10.2.3, ISC shall not use
the name of NRL or any other Government entity on any product or service which
is directly or indirectly related to either this Agreement or any patent license
or assignment associated with this Agreement without the prior approval of NRL.
By entering into this Agreement, NRL does not directly or indirectly endorse any
product or service provided, or to be provided, by ISC, its successors,
assignees, or licensees. ISC shall not in any way imply that this Agreement is
an endorsement of any such product or service.
13.3 Handling of Hazardous Substances
Each Party shall be responsible for the handling, control, and
disposition of any and all hazardous substances or waste in its custody during
the course of this Agreement. At the conclusion of this Agreement, each Party
shall be responsible for the handling, control, and disposition of any and all
hazardous substances cr waste still in its possession. Each Party shall obtain
at its own expense all necessary permits and licenses as required by local,
State, and federal law and shall conduct such handling, control, and disposition
in a lawful and environmentally responsible manner.
13.4 Officials Not to Benefit
No member of or delegate to the United States Congress shall be
admitted to any share or part of this Agreement or to any benefit that may arise
therefrom.
13.5 U.S. Competitiveness
ISC agrees that any products, processes or services using intellectual
property arising from the performance of this Agreement shall be manufactured
substantially in the United States.
13.6 Public Release of this Agreement Document
This Agreement document is releasable to the public.
ARTICLE 14.EFFECTIVE DATE AND DURATION
14.1 This Agreement shall enter into force on the date of the last signature
of the Parties.
14.2 This Agreement shall terminate three (3) years after its effective
date.
ARTICLE 15.SURVIVING PROVISIONS
The articles covering Definitions, Funding, Reporting and Publications,
Intellectual Property, Property, Liabilities, General Provisions, and Surviving
Provisions shall survive the termination of this Agreement.
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ARTICLE 16.SIGNATURES
Entered into this 22nd day of January , 1997, for Implant Sciences Corporation
By: /s/ X.X. Xxxxxx
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Title: president
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Entered into this 28th day of January , 1997, for the Department of the Navy
By: /s/ X.X. Xxxxxxx
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Title: Captain, U.S. Navy, Commanding Officer
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APPENDIX A
STATEMENT OF WORK
BETWEEN
THE NAVAL RESEARCH LABORATORY (NRL)
AND
IMPLANT SCIENCES CORPORATION (ISC)
ON
ION IMPLANTATION TECHNOLOGY FOR GaN AND RELATED ALLOYS
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STATEMENT OF WORK
The interests and complementary strengths of NRL and Implant Sciences have lead
to the initiation of this CRADA. NRL and Implant Sciences will collaborate under
the terms of this agreement to develop and implement for device and IC
fabrication, an implantation -technology for GaN and its related alloys.
NRL WILL BE RESPONSIBLE FOR THE FOLLOWING TASKS:
Define the implantation development required for the emerging GaN
electronic device and IC technology.
2. Collaborate with Implant Sciences in the design of experiments to do
parametric studies of the electrical activation of n- and p-type dopants
implanted into GaN as a function of implant dose, implant temperature and anneal
conditions.
3. Consult with Implant Sciences with regard to the development of anneal
techniques for implanted GaN and related alloys.
4. Perform routine and advanced electrical and optical characterization of
the implanted and annealed structures. These will include Hall measurements
which supplement the studies carried out by Implant Sciences, CV profiling,
low-temperature photoluminescence measurements and DLTS measurements for defect
characterization.
5. Design, fabricate and test advanced electronic devices and ICs that
utilize implanted GaN. These devices and ICs will be used to evaluate the
implant technology developed through the collaborative efforts of Implant
Sciences and NRL and to demonstrate its utility to the emerging GaN based
electronic device technology.
ISC WILL BE RESPONSIBLE FOR THE FOLLOWING TASKS:
1. Collaborate with NRL in the design of experiments to do parametric
studies of the electrical activation of n and p type dopants implanted into GaN
as a function of implant dose, implant temperature, and anneal conditions.
2. Develop and execute implantation techniques appropriate to GaN. These
would include high-temperature implantation techniques which suppress nitrogen
loss from the substrate, co-implantation techniques for enhanced activation of
both p-and n-type dopants and low-temperature implantation techniques. task is
not to exceed 20 hours per month. The implantation task is not to exceed 20
hours per month.
3. Develop techniques for the anneal of implanted GaN with an emphasis on
the suppression of nitrogen loss at high temperature.
4. Do routine electrical characterization, Hall measurements, to
characterize the activation of the implanted species as a function of anneal.
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5. Establish a routine implantation process that is made commercially
available to the GaN research and device community.
6. [Redacted text]
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APPENDIX B
CONFIRMATORY LICENSE
AGREEMENT
1. APPLICATION FOR (Title of invention)
2. INVENTOR(S) AND AFFILIATION
3. PATENT APPLICATION SERIAL NO.
4. PATENT APPLICATION FILING DATE
5. NAVY ACTIVITY (Name, address, point of contact)
6. NON-NAVY ACTIVITY (Name, address, point of contact)
7. CRADA AGREEMENT NO.
8. DATE OF THIS AGREEMENT
9. The invention identified about is a "Subject Invention" under Article 10.3
Patent Rights included with the CRADA identified in Box 7 between the Department
of the Navy and Non-Navy Activity identified in Box 6.
This document is confirmatory of the nonexclusive, irrevocable, paid-up license
to practice the identified Subject Invention or have that Subject Invention
practiced throughout the world by or on behalf of the receiving party, and of
all other rights acquired by the receiving party by the referenced clause.
This license it granted to
_____ the government (Select one)
_____ Non-Navy Activity identified in Box 6
under this CRADA in the identified invention, patent application and any
resulting patent.
The license is hereby granted an irrevocable power to inspect and make copies of
the above-identified patent application.
ACTIVITY NAME OF LICENSOR
--------------------------------------------
SIGNATURE
--------------------------------------------
NAME (Typed or Printed)
---------------------------------------------
TITLE
---------------------------------------------
BUSINESS TELEPHONE
---------------------------------------------
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