Third Amendment to the Amended License Agreement by and among Princeton University, The University of Southern California, The Regents of the University of Michigan and Global Photonic Energy Corporation

This Third Amendment, made and entered into December 20, 2013, to the Amended License Agreement dated May 1, 1998 (“Agreement”), is among the University of Southern California, a California non-profit corporation with a place of business at 1150 S. Olive Street, Suite 2300, Los Angeles, California 90015 (“USC”); the Trustees of Princeton University, a not-for-profit education institution organized and existing under the laws of the state of New Jersey (“Princeton”); the Regents of the University of Michigan, a Michigan not-for-profit corporation, having an office at 1600 Huron Parkway, 2nd Floor, Ann Arbor, Michigan 48109-2590 (“Michigan”); Global Photonic Energy Corporation, a corporation organized under the laws of Pennsylvania, having its principal office at 17207 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85255 (“GPEC”); and NanoFlex Power Corporation, a corporation organized under the laws of Florida, having its principal place of business at 17207 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85255 (“NPC” and together with USC, Princeton, Michigan, and GPEC, the “Parties”).  Unless otherwise noted, capitalized terms in this Third Amendment will have the definitions given to them in the Agreement.

The Parties now desire to amend the Agreement, effective December 20, 2013, to modify the minimum royalty payment schedule and to update other terms of the Agreement, and agree as follows:

 

1998 – $0

1999 – $0

2000 – $0

2001 – $25,000

2002 – $50,000

2003 – $75,000 (which amount was waived based on a review of the progress that had been made)

2004 – $100,000 (which amount was waived on review of the progress that has been made)

2005 – $0

2006 – $0

2007 – $0

2008 – $0

Minimum royalties are not creditable toward earned royalty obligations in any past or future calendar years.

WHEREAS, LICENSEE has entered into a new Sponsored Research Agreement with USC, dated December 20, 2013, to continue to support basic research in the field of the Technology under the supervision of Professor Thompson at USC and, as a subcontractor to USC, Professor Forrest at MICHIGAN (the “2013 Sponsored Research Agreement”), granting LICENSEE the exclusive license as specified in this Agreement.

Each party acknowledges that it knows and understands the contents of this Agreement, has had an opportunity to be represented by counsel of its choice in connection with this Agreement, and has executed this Agreement voluntarily.