Research Agreement

MASSACHUSETTS INSTITUTE OF TECHNOLOGY
OFFICE OF SPONSORED PROGRAMS


RESEARCH AGREEMENT (the "Agreement") between the Massachusetts
Institute of Technology, hereinafter referred to as "M.I.T.," and
Altair Technologies, Inc., hereinafter referred to as the "Sponsor."


This Agreement is entered into as of August 1. 2000, the "Effective
Date."


WHEREAS, the research program contemplated by this Agreement is of
mutual interest and benefit to M.I.T. and to the Sponsor, and will
further the instructional and research objectives of M.I.T. in a manner
consistent with its status as a non-profit, tax-exempt. educational
institution,


NOW, THEREFORE, the parties hereto agree as follows:


1. STATEMENT OF WORK. MIT. agrees to use all reasonable
efforts to perform the research program as set forth in
Attachment A (the "Research").


2. PRINCIPAL INVESTIGATOR. The Research will be supervised by
Professor Jackie Ying, the "Principal Investigator." If,
for any reason, she is unable to continue to serve as
Principal Investigator, and a successor acceptable to both
M.I.T. and the Sponsor is not available, this Agreement
shall be terminated as provided in Article 6.


3. PERIOD OF PERFORMANCE. The Research shall be conducted
during the period August 1, 2000 (the "Starting Date")
through July 31, 2002 (the "Completion Date"). The
Completion Date will be subject to extension only by mutual
agreement of the parties.


4. REIMBURSEMENT OF COSTS. In consideration of the foregoing,
the Sponsor will reimburse M.I.T. for all direct and F&A
(Facilities & Administrative, or indirect) costs incurred
in the performance of the Research, which shall not exceed
the total estimated project cost of $ 252,520.00 without
written authorization from the Sponsor.


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5. PAYMENT. Payments shall be made to M.I.T. by the Sponsor in
advance in U.S. dollars, net of taxes or impost of any kind
on the following basis:


Equal Monthly Invoices to Sponsor


A final financial accounting of all costs incurred and all
funds received by M.I.T. hereunder together with a check
for the amount of the unexpended balance, if any shall be
submitted to the Sponsor within ninety days following the
Completion Date.


6. TERMINATION. Performance under this Agreement may be
terminated by the Sponsor upon sixty (60) days prior
written notice. Performance may be terminated by M.I.T. if
circumstances beyond its reasonable control preclude
continuation of the Research. Upon termination, M.I.T. will
be reimbursed as specified in Article 4 for all costs and
non-cancellable commitments incurred in the performance of
the Research, such reimbursement not to exceed the total
estimated project cost specified in Article 4.


7. PUBLICATIONS. M.I.T. will be free to publish the results of
the Research after providing the Sponsor with a thirty (30)
day period in which to review each publication to identify
patentable subject matter and to identify any inadvertent
disclosure of the Sponsor's proprietary information. If
necessary to permit the preparation and filing of U.S.
patent applications, the Principal Investigator may agree
to an additional review period, provided however, that the
total review period shall not exceed a maximum of 90 days
from Sponsor's receipt of each proposed publication. Any
further extension will require subsequent agreement between
the Sponsor and M.I.T.


8. PROPRIETARY INFORMATION. If, in the performance of the
Research, the Principal Investigator and members of the
M.I.T. research team require and accept access to Sponsor's
information that the Sponsor considers proprietary, the
rights and obligations of the parties with respect to such
information shall be governed by the terms and conditions
set forth in Attachment B.


9. SPONSOR INTELLECTUAL PROPERTY. Title to any invention made
solely by Sponsor personnel without the use of M.I.T.
facilities ("Sponsor Inventions") shall remain with the
Sponsor. Sponsor inventions shall not be subject to the
terms and conditions of this Agreement.


10. JOINT INTELLECTUAL PROPERTY.


A. TITLE TO JOINT INVENTIONS. Inventions made jointly by
employees and/or students of M.I.T. and employees of
the Sponsor in the performance of the Research, or
inventions made solely by employees of the Sponsor with
significant use of M.I.T. facilities ("Joint
Inventions") shall be jointly owned by the parties. The
Sponsor shall be notified of any Joint Invention
promptly after an invention disclosure is received by
the MIT. Technology Licensing Office. Patent
application, prosecution, maintenance and associated
expenses related to Joint inventions shall be governed
by the terms and conditions set forth in a separate
Joint Invention Agreement (hereinafter "Joint Invention
Agreement") to be executed by the parties and appended
hereto.


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B. LICENSING OPTIONS. Each party shall have the
unrestricted right to license to third parties any such
Joint Invention without accounting to the other party,
except that the Sponsor shall be entitled to elect a
license to M.I.T.'s interest as provided under
paragraph 11.B. below. Licensing of Joint Inventions
shall be governed by the terms and conditions set forth
in a Joint Invention Agreement (hereinafter "Joint
Invention Agreement") to be executed by the parties and
appended hereto.


11. M.I.T. INTELLECTUAL PROPERTY.


A. TITLE TO INVENTIONS. Title to any invention conceived
or first reduced to practice solely by M.I.T. employees
and/or students in the performance of the Research
shall remain with M.I.T. The Sponsor shall be notified
of any such invention promptly after a disclosure is
received by the M.I.T. Technology Licensing Office.
M.I.T. (i) may file a patent application at its own
discretion or (ii) shall do so at the request of the
Sponsor and at the Sponsor's expense.


B. LICENSING OPTIONS. In the event that a patent
application on such an invention is filed by M.I.T.,
for each such invention M.I.T. hereby grants the
Sponsor a non-exclusive, non-transferable, royalty-free
license for internal research purposes. Sponsor shall
further be entitled to elect one of the following
alternatives by notice in writing to M.I.T. within six
(6) months after notification to the Sponsor that a
patent application has been filed:


1. A non-exclusive, non-transferable (except in the
event that the Sponsor transfers substantially
its entire business and assets), world-wide,
royalty-free license without the right to
sublicense (in a designated field of use, where
appropriate) to the Sponsor to make, have made,
use, lease, sell, and import products embodying
or produced through the use of such invention;
provided that the Sponsor agrees t~ (a)
demonstrate reasonable efforts to commercialize
the technology in the public interest;


and (b) pay an annual fee of $3,000. M.I.T. shall
have the right, at its option, to discontinue
patent prosecution or maintenance on any
invention licensed to Sponsor under this
alternative, and the Sponsor shall thereafter
have no further obligation to pay the annual
license fee.


2.


A royalty-bearing, limited-term exclusive license
(subject to third party tights, if any), to the
Sponsor including the right to sublicense, in the
United States and/or any foreign country elected
by the Sponsor (subject to (1)) below) to make,
have made, use, lease, sell, and import (in a
designated field of use, where appropriate)
products embodying or produced through the use of
such invention, provided that the Sponsor agrees


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to reimburse M.I.T. for the costs of patent
prosecution and maintenance in the United States
and any elected foreign country, and further
agrees that any products produced pursuant to
this license and that are sold in the United
States shall be substantially manufactured in the
United States. This alternative is subject to
M.I.T. concurrence and the negotiation of
commercially reasonable terms and conditions
within three (3) months after selection of this
alternative. However, if the parties are involved
in good faith negotiations toward execution of
such a license at the end of the three (3) month
period, the parties may extend this negotiation
period by an additional three (3) months, upon
their mutual agreement in writing.


3. The sharing with the Sponsor of any royalty
income derived from licensing the patent rights
to third parties by M.I.T. in an amount equal to
twenty-five percent (25%) of the annual royalty
income after deducting a fifteen percent (15%)
administrative fee and M.I.T.'s out-of-pocket
costs, including patent filing, prosecution and
maintenance; provided, however, that M.I.T. shall
file, prosecute and maintain such patents at its
sole discretion, and the Sponsor waives all
rights to such inventions, patent applications
and any resulting patents, except for the
Sponsor's royalty-free license for internal
research use. This alternative may not be
available if the Research was co-funded by the
Federal Government or other sponsors.


C. DEFAULT OPTION. In the event that the Sponsor has not elected any of the foregoing alternatives within six (6) months after notification that a patent application has been filed, the Sponsor shall be deemed to have elected alternative 3. above if that alternative is available. If this alternative is not available because of other sponsorship, the Sponsor shall be deemed to have elected a royalty-free internal research use license and to have forgone other alternatives.


D. FOREIGN FLING ELECTION. If the Sponsor elects
alternative 2., the Sponsor shall notify M.I.T. of
those foreign countries in which it desires a license
in sufficient time for M.I.T. to satisfy the patent law
requirements of those countries. The Sponsor shall
reimburse M.I.T. for the out-of-pocket costs, including
patent (fling, prosecution and maintenance fees related
to those foreign filings.


E. CONFIDENTIALITY OF INVENTION DISCLOSURES. The Sponsor
shall retain all invention disclosures submitted to
Sponsor by M.I.T. in confidence and use all reasonable
efforts to prevent their disclosure to third parties.
Thc Sponsor shall be relieved of this obligation only
when this information becomes publicly available
through no fault of the Sponsor.


F. COPYRIGHT OWNERSHIP AND LICENSES. Title to and the
right to determine the disposition of any copyrights or
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