E-Lucid 3.62.2

ROTOPOL™ With No Support

Rotopol Microscope Add-On
NON-EXCLUSIVE TECHNOLOGY SITE LICENSE AGREEMENT
UW CoMotion Express License

This license provides use of a Do It Yourself Manual for creating a microscope accessory part and patent rights for creation of one such Rotopol accessory part.

To complete the license, please:

1. REVIEW THE LICENSE

You will be directed to a page where you can review the license terms.

2. COMPLETE & SIGN

To complete this agreement, you will need to provide the following information.

a. Contact information (including name, title, address, email and phone) for the person who will sign this Agreement and to whom future communications and the initial invoice will be sent
b. Technical Contact information
c. Site location where the Rotopol accessory microscope add-on will be used
3. PAYMENT

Payment will be requested at the time of signing in US Dollars (USD), and can be made by wire transfer, Check or Purchase Order (PO) per the payment option selected. For payments made by wire transfer, there is an additional fee of $30 dollars USD. If paying by wire transfer, Check or PO, an invoice will be sent to the invoicing contact person. Payment must be received within 60 days of invoicing to have a valid license.

4. ACCESS

Upon receipt of payment, you will receive a confirmation and copy of the fully executed Agreement. You will then be contacted by the UW to set up access. Access is typically established within one week of Agreement execution.

5. QUESTIONS

Please contact our office if you have any questions about this process:
Express Licensing Program
UW CoMotion
University of Washington
4545 Roosevelt Way NE, Suite 400
Seattle, WA 98105-4608
Phone: 206-685-2278
Email: license@uw.edu

NON-EXCLUSIVE TECHNOLOGY SITE LICENSE AGREEMENT

This Non-Exclusive Technology Site License Agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”), and is made by and between the University of Washington, a public institution of higher education and an agency of the state of Washington, (“University”), and the undersigned entity (“Licensee”), (individually “Party” or collectively “Parties”).

Background

University has developed technology to measure birefringence, eigenray directions and transmittance in real time. Millipol, derived from the rotating polarizer method, allows the simultaneous separation of optical features from a single image. The technology, called Millipol and Milliview and Rotopol (UW # 43698 and 43632), was developed through University research by Dr. Werner Kaminsky. This technology is embodied by copyrighted software and technical information, and an issued US patent 7,522,278 (“Licensed Technology”);

Licensee plans to build a microscope add-on using the Licensed Technology, in accordance with the terms and conditions of this Agreement, and University is willing to grant those rights;

Licensee desires that University grant it a non-exclusive license to the University’s original rights in the Licensed Technology for use at the Site; and
University is willing to grant a license on the terms set forth below.

NOW, THEREFORE, the Parties agree that:

1. Definitions

For purposes of interpreting this Agreement, the following terms have the following meanings ascribed to them:

1.1 “Licensed Software” means the Milliview computer programs in executable code format as more fully described on Exhibit A1.1.
1.2“Licensed Patent” means US patent 7,522,278.
1.3“Licensed Technology” means the Licensed Software, Licensed Patent, and the Technical Information.
1.4"Site" means the physical location where the microscope will be housed, such address will be provided by Licensee in conjunction with this Agreement.
1.5“Technical Information” means the Milliview/Millipol manual as identified in Exhibit A1.2.
1.6 “Third Party” means an individual or entity other than University and Licensee.

2. Term

The term of this Agreement will commence on the Effective Date and, unless terminated earlier as provided in Article 9 “Termination”, will expire on the date of the last to expire of the rights of Licensed Technology.

Grant of License
3.1. Licensee’s Rights.

3.1.1Non-Exclusive Grant of Rights. Subject to the terms and conditions of this Agreement and University hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable license under i) University’s copyrights in Licensed Software and Technical Information, solely at Site, to perform and display the Software in executable form and to perform and display the Technical Information solely for use at Site; and ii) University’s patent right in Licensed Patent to make and use a single microscope add-on. Licensee will not, and does not have the right to, sell, offer to sell, sublicense, perform a commercial services using, copy, distribute or modify Licensed Technology under this Agreement. The license granted in this Agreement is limited to the inventions that are expressly claimed in the Licensed Patents.

3.2 University’s Reservation of Rights. University reserves all rights not expressly granted to Licensee under this Agreement. No provision of this Agreement grants Licensee, by implication, estoppel or otherwise, any rights other than the rights expressly granted it in this Agreement to Licensed Technology, or to any other University-owned technology.
4. Delivery of Licensed Technology
4.1 Delivery. University shall deliver Licensed Technology to Licensee within ten (10) days after receipt of signed Agreement and payment of License Fee.
5. Licensee Obligations and Support
5.1 Materials and Assembly. Purchasing the materials to build the microscope add-on and building and assembling the microscope are the responsibility of the Licensee.
5.2 Support. No support shall be provided under this Agreement.
6. Use of Names

No provision of this Agreement grants Licensee any right or license to use the name or trademarks of University or the names or identities of any member of the faculty, staff, or student body of University. Licensee shall not use any such trademarks, names, or identities without University’s and, as the case may be, such member’s prior written approval.

7. Payments
7.1 Payments. Licensee shall pay to University within 14 days of the Effective Date, the amount of US $3,100 for the rights granted herein. This License Fee shall be non-refundable and Licensee shall be responsible for any taxes and/or customs duties associated with payments made under this Agreement. Licensee shall make such payments by check, wire transfer, or any other mutually agreed-upon and generally accepted method of payment. All checks to University will be made payable to “University of Washington” and will be mailed to the address specified in Article 19 “Notices” of this Agreement. Upon request, University shall deliver to Licensee written wire transfer instructions. For payments made by wire transfer, there is an additional fee of $30 USD.
7.2 Currency and Checks. All computations and payments made under this Agreement will be in United States dollars. The exchange rate for the currency into dollars as reported in the Wall Street Journal as the New York foreign exchange mid-range rate on the last business day of the previous month to the month in which the transaction was entered into will be used for determining the dollar value of transactions conducted in non-United States dollar currencies.
8. Infringement and Patent Maintenance
8.1 Infringement. Neither Licensee nor University is obligated under this Agreement to institute or prosecute a suit against any alleged infringer of Licensed Technology.
8.2 Maintenance of Licensed Patents. University is under no obligation to maintain the Licensed Patents.
9. Termination
9.1 Termination By University.

9.1.1.Notice of Termination. If Licensee breaches or fails to perform one or more of its duties under this Agreement, University may deliver to Licensee a written notice of default. University may terminate this Agreement by delivering to Licensee a written notice of termination if the default has not cured in full within 60 days of the delivery to Licensee of the notice of default, or if the default cannot be cured within such period, if Licensee has failed to commence to cure such default in a manner reasonably satisfactory to University.

9.2 By Licensee. Licensee may terminate this Agreement at any time by delivering to University a written notice of termination at least 60 days prior to the effective date of termination.
9.3 Effect of Termination. After termination of this Agreement, Licensee shall not perform, display, use or make the Licensed Technology and shall have no further license rights to the Licensed Technology and shall immediately cease use of the microscope add-on built with Licensed Technology, unless the Licensed Patent has expired or been abandoned. In addition, Licensee shall certify to University within 30 days of the effective date of termination that Licensee has destroyed the Licensed Technology and any copies of Licensed Technology.
10. Release, Indemnification, and Insurance
10.1 Licensee’s Release. For itself and its employees, Licensee hereby releases University and its regents, employees, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of the manufacture, use, performance, display or other disposition of the Licensed Technology.
11. Warranties
11.1 Authority. Each Party represents and to the other Party that it has full corporate power and authority to execute, deliver, and perform this Agreement, and that no other corporate proceedings by such Party are necessary to authorize the Party’s execution or delivery of this Agreement.
11.2 Disclaimers.

11.2.1. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1 “Authority” OF THIS AGREEMENT, UNIVERSITY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, AND MAKES NO REPRESENTATIONS CONCERNING LICENSED TECHNOLOGY, ANY MICROSCOPE ADD-ON CREATED USING LICENSED TECHNOLOGY AND ANYTHING ELSE DELIVERED OR OTHERWISE PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11.2.2. Licensed Technology has been developed as part of research conducted at the University. Licensed Technology is experimental in nature and is made available “AS IS,” without obligation by University to provide accompanying services or support except as specified in this Agreement. The entire risk as to the quality and performance of the Licensed Technology is with Licensee.

11.3. Remedy Limitation. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL UNIVERSITY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT, AND IN NO EVENT SHALL UNIVERSITY BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND.
11.4. Damage Cap. IN NO EVENT WILL UNIVERSITY’S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS PAID TO UNIVERSITY UNDER THIS AGREEMENT.
12. Amendment and Waiver
This Agreement may be amended from time to time only by a written instrument signed by the Parties. No term or provision of this Agreement will be waived and no breach excused unless such waiver or consent will be in writing and signed by the Party claimed to have waived or consented. No waiver of a breach will be deemed to be a waiver of a different or subsequent breach.
13. Assignment
The rights and licenses granted by University in this Agreement are personal to Licensee and may not be assigned or otherwise transferred.
This Agreement will inure to the benefit of Licensee and University and their respective permitted assignees and trustees.
14. Consent and Approvals
Except as otherwise expressly provided, all consents or approvals required under the terms of this Agreement must be in writing and will not be unreasonably withheld or delayed.
15. Construction
The headings preceding and labeling the sections of this Agreement are for the purpose of identification only and will not in any event be employed or used for the purpose of construction or interpretation of any portion of this Agreement. As used herein and where necessary, the singular includes the plural and vice versa, and masculine, feminine, and neuter expressions are interchangeable.
16. Enforceability
If a court of competent jurisdiction adjudges a provision of this Agreement unenforceable, invalid, or void, such determination will not impair the enforceability of any of the remaining provisions hereof and the provisions will remain in full force and effect.
17. No Third-Party Beneficiaries
No provision of this Agreement, express or implied, confers upon any person other than the Parties to this Agreement any rights, remedies, obligations, or liabilities hereunder.
18. Language
Unless otherwise expressly provided in this Agreement, all notices, reports, and other documents and instruments that a Party hereto elects or is required by the terms of this Agreement to deliver to the other Party hereto will be in English.
19. Notices
All notices, requests, and other communications that a Party is required or elects to deliver will be in writing and will be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other Party at its address set forth below or to another address as a Party may designate by notice given pursuant to this article and shall be deemed delivered upon receipt or 10 days after sent to the last address provided, whichever comes first:

If to University:	UW CoMotion ATTN: Director, Innovation Development 4545 Roosevelt Way NE, Suite 400 Seattle, WA 98105

If to Licensee:	Via contact information provided during execution of Agreement

20. Proprietary Markings
Licensee shall retain in the Licensed Technology the proprietary notices and legends as provided by University, including without restriction any and all copyright, trademark, patent notices and legends pertaining to attribution, source of developments, funding sources, and disclaimer of risk, and at the request of University shall promptly modify such proprietary notices and legends to conform to University’s reasonable requirements.
21. Relationship of Parties

In entering into, and performing their duties under, this Agreement, the Parties are acting as independent contractors and independent employers. No provision of this Agreement shall create or be construed as creating a partnership, joint venture, or agency relationship between the Parties. No Party shall have the authority to act for or bind the other Party in any respect.

22. Security Interest

In no event shall Licensee grant, or permit any person to assert or perfect, a security interest in Licensed Technology or in Licensee’s rights under this Agreement.

23. Survival

Immediately upon the termination or expiration of this Agreement all Licensee’s rights under this Agreement will terminate; provided, however, Licensee’s obligations that have accrued prior to the effective date of termination or expiration of this Agreement (e.g., the obligation to report and make payments on sales, leases, or dispositions of Licensed Products and to reimburse University for costs incurred prior to the date of termination) and the obligations specified in Article 7 “Infringement” will survive. The obligations and rights of each party set forth in Article 8 “Termination”, 9 “Release, Indemnification, and Insurance”, 10 “Warranties”, 13 “Confidentiality”, 27 “Forum Selection” and 28 “Entire Agreement” will survive the termination or expiration of this Agreement.

24. Entire Agreement

This Agreement (including all attachments, exhibits, and amendments) is the final and complete understanding between the Parties concerning licensing the Licensed Technology. This Agreement supersedes any and all prior or contemporaneous negotiations, representations, and agreements, whether written or oral, concerning the Licensed Technology. This Agreement may not be modified in any manner, except by written agreement signed by an authorized representative of both Parties.IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized representatives.

Exhibit A

A1. Licensed Software and Technical Documentation:

A1.1 Licensed Software

Milliview 1.04 software implements the Millipol algorithm and is used to compute images, implemented in the ‘millipol.dll’ run-time library for Microsoft Windows, and to call the millipol dll and organize the data flow.

Technical Documentation