{"id":42739,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/research-development-and-license-agreement-invision.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"research-development-and-license-agreement-invision","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/research-development-and-license-agreement-invision.html","title":{"rendered":"Research, Development and License Agreement &#8211; InVision Technologies Inc. and EG&#038;G Astrophysics"},"content":{"rendered":"<pre>\n\n\n                     RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT\n\n          This RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT (the 'Agreement') is\nmade and entered into effective as of the12th day of November, 1996 (the\n'Effective Date'), by and between INVISION TECHNOLOGIES, INC., a corporation\nduly organized and existing under the laws of the State of Delaware, and having\nits principal place of business located at 3420 E. Third Avenue, Foster City,\nCalifornia 94494 ('InVision'), and EG&amp;G ASTROPHYSICS, a corporation duly\norganized and existing under the laws of the State of California and having its\nprincipal place of business located at 4031 Via Oro Avenue, Long Beach,\nCalifornia 90801 ('Astrophysics').  Each of InVision and Astrophysics shall from\ntime to time herein be referred to as a 'Party' and together as the 'Parties.'\n\n          WHEREAS, InVision has developed and commercialized an FAA-certified\nexplosive detection system (the 'Pre-Existing InVision System') using a\ncombination of computerized tomography and x-ray technologies for the purpose of\ninspecting checked luggage on commercial airline flights;\n\n          WHEREAS, Astrophysics has developed and commercialized a broad range\nof x-ray based inspection systems, with a current stand-alone dual energy model\nreferred to as the 'Z-Scan;'\n\n          WHEREAS, EG&amp;G, Astrophysics and InVision have signed a non-binding\nLetter of Intent dated October 14, 1996 (the 'LOI'), regarding a collaborative\nwork effort they intend will lead to the commercialization of a high-\nperformance, FAA-certifiable, explosive detection system or systems referred to\nas the 'EDS' that will be initially based upon a combination of the Pre-Existing\nInVision System and the Z-Scan, and ultimately upon a combination of InVision's\nCTX 5000 and the Z-Scan, and which EDS the parties believe will provide enhanced\ntotal capability for reliable detection of explosives at higher rates of\nthrough-put than are currently available.\n\n          WHEREAS, the LOI calls for the concurrent negotiation of (i) this\nAgreement under which the parties will conduct work in a research and\ndevelopment phase to scale up and complete the development of an EDS using\ncertain technology owned or controlled by InVision, certain Z-Scan technology\nowned or controlled by Astrophysics, and certain technology that may result from\nthe collaborative work effort under the Agreement, (ii) a manufacturing and\nsupply agreement (the 'M&amp;S Agreement') to govern the manufacturing and supply of\nEDS Products or components developed under the Development Program and pursuant\nto which it is intended that Astrophysics will manufacture the Z-Scan component\nof any EDS Product, and InVision will manufacture the CTX 5000 component of any\nEDS Product, as more fully described\n\n\n\nin Section 2.5.4 below , (iii) a marketing and distribution agreement (the\n'Distribution Agreement') to govern the terms under which EDS Products (as such\nterm is defined below) will be marketed and distributed by InVision on behalf of\nthe Parties, using any existing Astrophysics' sales and marketing infrastructure\nin addition to InVision's, and (iv) a maintenance and support agreement (the\n'Maintenance Agreement') to govern the maintenance and support of EDS developed\nunder the Agreement and manufactured, and sold or licensed under the M&amp;S\nAgreement.\n\n          WHEREAS, the Parties and EG&amp;G, INC., a corporation duly organized and\nexisting under the laws of the Commonwealth of Massachusetts and having its\nprincipal place of business located at 45 William Street, Wellesley,\nMassachusetts 02181 ('EG&amp;G'), have agreed that, pursuant to a Common Stock\nPurchase Agreement between EG&amp;G and InVision of even date herewith, upon the\neffective date of which EG&amp;G International, Ltd., a wholly-owned subsidiary of\nEG&amp;G organized under the laws of the Cayman Islands and having its principal\nplace of business located care of Maples and Calder, Ugland House, South Church\nStreet, Grand Cayman, Cayman Islands, British West Indies ('EG&amp;G International')\nwill invest Two Million Dollars ($2,000,000) in InVision in exchange for shares\nof unregistered common stock of  InVision (the 'Shares') at a price per Share\nequal to the final trading price per share of the Company's publicly traded\nCommon Stock on the day immediately prior to the effective date of such Common\nStock Purchase Agreement as quoted in the Wall Street Journal, less a per Share\namount equal to ten percent (10%) of such price; and\n\n          WHEREAS, the Shares will be issued and sold to EG&amp;G International\npursuant to the terms of a Common Stock Purchase Agreement in substantially the\nform attached hereto as Exhibit E (the 'Stock Purchase Agreement').\n\n          NOW, THEREFORE, in consideration of the above premises and mutual\ncovenants hereinafter contained, and for other good and valuable consideration\nthe receipt of which is hereby acknowledged, InVision and Astrophysics hereby\nagree as follows:\n\n1.  DEFINITIONS.\n\n    1.1   'Astrophysics Licensees' means those third parties with whom\nAstrophysics has or will have a cross license of its own patents on a broad\nbasis without the identification of individual patents as of the date of this\nAgreement.\n\n    1.2   'Astrophysics Firmware' means any and all Firmware licensed to or\ndeveloped for or by Astrophysics and embedded in the Z-Scan, including but not\nlimited to any and all improvements, modifications and variations.\n\n    1.3   'Astrophysics Patent Rights' means any and all Patent Rights owned,\ncontrolled, possessed or filed by Astrophysics as of the date hereof in\nconnection with the\n\n\n                                          2\n\n\n\nZ-Scan, or which are owned, controlled, possessed or filed by Astrophysics upon\nimprovements to the EDS Technology or Astrophysics Technology pursuant to\nSection 9.4 hereof.\n\n    1.4   'Astrophysics Software' means any and all software licensed to or\ndeveloped for or by Astrophysics and is used solely to operate or embedded in\nthe Z-scan as of the Effective Date.\n\n    1.5   'Astrophysics Technology' means any and all Technology owned or\ncontrolled by Astrophysics.\n\n    1.6   'Confidential Information' means any confidential or proprietary\ninformation, source code, software tools, designs, schematics, plans or any\nother information relating to any research project, work in process, future\ndevelopment, scientific, engineering, manufacturing, marketing or business plan\nor financial or personnel matter relating to either party, its present or future\nproducts, sales, suppliers, customers, employees, investors or business,\nidentified by the disclosing Party as Confidential Information, whether in oral,\nwritten, graphic or electronic form.  Without limiting the foregoing, all\nInVision Technology and all Astrophysics Technology shall be deemed the\nConfidential Information of their respective owner.\n\n    1.7   'CTX 5000' means a complete baggage screening device consistent with\nthe InVision CTX 5000 Specifications attached hereto as Exhibit A (the 'CTX 5000\nSpecifications'), but shall not include the component known as InVision's pre-\nscanner (the 'InVision Pre-Scanner Device').\n\n    1.8   'CTX 5000 Technology' means those portions of the InVision Technology\nrelating solely to the CTX 5000.\n\n    1.9   'Development Program' means the activities to be performed by\nInVision and Astrophysics both jointly and separately that are intended to\nproduce EDS Products, equipment, processes, interfaces or connection protocols\nbetween the CTX 5000 and the Z-Scan and to result in a commercially viable EDS.\nThe Development Program shall be executed in two or more phases, the first phase\nthereof ('Phase One') to encompass the development of an EDS utilizing a\ncombination and integration of the Z-Scan and the InVision Pre-Existing System,\nand the second phase thereof ('Phase Two') to encompass the development of an\nEDS utilizing a combination and integration of the Z-Scan with and into the CTX\n5000 as such EDS are described in Exhibit B, a draft of which is attached hereto\n(the 'EDS Specifications').  In each phase, the parties intend that Astrophysics\nshall manufacture the Z-Scan component of the EDS and InVision shall manufacture\nthe CTX 5000 component of the EDS, along with a specialized active luggage\npositioner of the CTX 5000 as described in Exhibit B hereto\n\n\n                                          3\n\n\n\n    1.10  'EDS' means the explosive detection system or systems to be jointly\ndeveloped hereunder by InVision and Astrophysics as described above, initially\nbased upon the integration of the InVision Pre-Existing System and the Z-Scan,\nand later upon the full integration of the Z-Scan and the CTX 5000.\n\n    1.11  'EDS Product' means any product incorporating EDS Technology, and any\nnew versions, replacement or substitute products created or developed under this\nAgreement, as from time to time amended.\n\n    1.12  'EDS Technology' means any and all Technology arising out of the\nresearch and development efforts hereunder, including but not limited to any and\nall related inventions, improvements, variations or modifications thereof or\nthereon which are used in any EDS prototype, and any inventions, improvements,\nvariations or modifications on or to the EDS Technology or derivative works\nthereof.\n\n    1.13  'Firmware' means any and all machine readable programs which are\nhardwired into non-volatile integrated circuits contained in a Party's\nTechnology.\n\n    1.14  'InVision Firmware' means any and all Firmware licensed to or\ndeveloped for or by InVision and embedded in the CTX 5000 or the InVision Pre-\nExisting System.\n\n    1.15  'InVision Licensees' means those third parties with whom InVision has\nor will have a cross license of its own patents on a broad basis without the\nidentification of individual patents as of the date of this Agreement.\n\n    1.16  'InVision Patent Rights' means any and all Patent Rights owned,\ncontrolled, possessed or filed by InVision as of the date hereof in connection\nwith the CTX 5000 and\/or the InVision Pre-Existing System, or which are owned,\ncontrolled, possessed or filed by InVision upon improvements to the InVision\nTechnology or the EDS Technology pursuant to Section 9.4 hereof.\n\n    1.17  'InVision Pre-Scanner Technology' means those portions of the\nInVision Technology relating solely to the InVision Pre-Scanner.\n\n    1.18  'InVision Software' means any and all Software licensed to or\ndeveloped by or for InVision and is used solely to operate or embedded in the\nCTX 5000 or the InVision Pre-Scanner as of the Effective Date.\n\n    1.19  'InVision Technology' means any and all Technology owned or\ncontrolled by InVision.\n\n    1.20  'Know-How' means all designs, drawings, prints, performance\nspecifications, engineering data, sources of supply information, techniques,\ninventions,\n\n\n                                          4\n\n\n\npractices, methods, knowledge, skill, experience, test data and cost, sales and\nmanufacturing data of any sort or description and (i) in the case of InVision\nrelating to the CTX 5000 and\/or to InVision's Pre-Scanner and (ii) in the case\nof Astrophysics to the Z-Scan, which is owned or controlled by such Party and\nwhich such Party discloses to the other Party under this Agreement.  A Party's\nKnow-How only includes that Know-How of third parties (i) to which such Party\nhas an unrestricted right to use and disclose, and (ii) which is necessary to\nenable the Parties hereunder to modify, manufacture, assemble, test or use the\nZ-Scan, the CTX 5000, the InVision Pre-Scanner and\/or an EDS.\n\n    1.21  'Oversight Board' means a group comprised of two individuals\ndesignated by InVision and one individual from each of EG&amp;G and Astrophysics to\nrepresent it with respect to issues arising out of this Agreement, the M&amp;S\nAgreements, the Distribution Agreement and\/or the Maintenance Agreement.\nInitially, the members of the Oversight Board shall be David Pillor, Dr. Sergio\nMagistri, Tom Schorling and Angelo Castellana.\n\n    1.22  'Patent Rights' means any and all United States and foreign patent\nrights, including patents of importation, improvement patents, patents and\ncertificates of addition, and utility models, as well as divisions, reissues,\ncontinuations, renewals, and extensions of any of the foregoing, and\napplications therefor and any patents issuing thereon and such further patent\nrights relating thereto.\n\n    1.23  'Software' means any and all human readable source code together with\nthe applicable programmers' notes, and the machine executable version of the\nsource code.\n\n    1.24  'Specifications' means the overall performance specifications to\nwhich a particular product performs or will perform.\n\n    1.25  'Technology' means Firmware, Know-How, Software and Patent Rights,\ntogether.\n\n    1.26  'Z-Scan Technology' means Astrophysics Technology relating solely to\nthe Z-Scan.\n\n2.  DEVELOPMENT RESPONSIBILITIES.\n\n    2.1   SCOPE OF DESIGN AND DEVELOPMENT.  The parties will cooperate and use\ntheir commercially reasonable efforts to develop under the Development Program,\none or more commercial EDS Products, along with  commercial scale equipment and\nprocesses for such EDS Product(s), all at a development cost not to exceed Two\nMillion Dollars ($2,000,000) in the aggregate (the 'Development Costs'), unless\nthe Parties otherwise agree as set forth below.  In the event that the\nDevelopment Costs exceed $2,000,000, then the parties shall each bear their own\ncosts for any excess unless they agree otherwise\n\n\n                                          5\n\n\n\nin writing. InVision and Astrophysics agree to cooperate to design and develop\nan EDS in accordance with the EDS Specifications in the attached Exhibit B,\npursuant to the development schedule set forth in the attached Exhibit C (the\n'Development Schedule').  The EDS Specifications will be finalized as provided\nunder Paragraph 2.3.3 below, and the Development Schedule will be finalized as\nprovided under Section 2.5.2 below, subject thereafter to such modification as\nInVision and Astrophysics shall agree upon from time to time, if any.  The\nDevelopment Costs will be shared equally by the Parties, as described more fully\nunder Section 4.4 below.\n\n    2.2   TECHNICAL ASSISTANCE.\n\n          2.2.1    Each of InVision and Astrophysics shall designate a project\nmanager (each a 'Project Manager').  The Project Managers shall be responsible\nfor communicating on a regular basis regarding the progress of the Development\nProgram and\/or perceived problems the Parties are encountering or may expect to\nencounter during the Development  Program and testing phase.\n\n          2.2.2    Subject to the licenses granted under Section 7 below,\nInVision will provide to Astrophysics for Astrophysics' use solely in developing\nand producing an EDS consistent with the EDS Specifications, those portions of\nInVision's Technology (exclusive of any proprietary InVision source code) as it\nexists on the Effective Date that InVision in its sole discretion believes are\nnecessary for Astrophysics to develop and produce an EDS, along with any\nimprovements to the InVision Technology occurring after such date which InVision\nalso believes to be necessary to enable Astrophysics to meet its obligations\nhereunder.\n\n          2.2.3    Astrophysics will communicate to the InVision Project\nManager its progress in developing the EDS not less frequently than once per\nmonth, and shall document such communications in a written report on a quarterly\nbasis.  In addition, each Party shall communicate promptly to the other Party's\nProject Manager any material improvements or modifications of or additions to\nthe EDS Technology, and\/or the other Party's Technology and\/or, in the event\nthat such improvements, variations, modifications, or additions arise out of a\nParty's efforts in connection with its obligations hereunder and  relate to any\nof the EDS Technology, Astrophysics Technology or InVision Technology and\nincluding in any case any improvements to such technology, if, as and when such\nadditions arise.  Each Party shall document such communications as to material\nadditions in writing on a monthly basis.\n\n          2.2.4    Each Party shall allocate its staff  and designate its\nresources, financial or otherwise, as it deems reasonable and necessary in its\nsole discretion in order to meet its obligations hereunder, taking into account\nits other obligations and commitments.\n\n\n                                          6\n\n\n\n          2.2.5    Subject to the restrictions of Section 5.3 hereof, InVision\nwill continue to manufacture or have manufactured and to sell or distribute the\nCTX 5000 and the InVision Pre-Scanner and Astrophysics will continue to\nmanufacture, sell and distribute the Z-Scan.\n\n    2.3   INVISION'S DEVELOPMENT RESPONSIBILITIES.  Subject to the terms of\nthis Agreement and the licenses granted hereunder, InVision shall:\n\n          2.3.1    Provide Astrophysics access at InVision's facilities located\nin Foster City, California to one InVision Pre-Existing System during InVision's\nregular business hours as needed by Astrophysics for the purposes of this\nAgreement, and shall make available, on an as-needed basis during regular\nbusiness hours, and to the extent commercially reasonable, qualified personnel\nto consult with Astrophysics in response to Astrophysics' reasonable requests\narising in connection with the design and development hereunder of EDS\nprototypes and the related manufacturing processes.  In addition, in the event\nthat InVision refuses a request for consultation or access for any reason, then\nAstrophysics may appeal such refusal to the Oversight Board for their\nconsideration and resolution.\n\n          2.3.2    Provide access to such other InVision Technology (exclusive\nof any InVision proprietary source code) and such technical expertise and\npersonnel of InVision's during regular business hours as are reasonably\nnecessary, solely for the purposes of this Agreement and only to the extent\nInVision determines that such access and allocation of resources is commercially\nreasonable.\n\n          2.3.3    Provide for comment by Astrophysics proposed and detailed\nEDS Specifications, a draft copy of which are attached hereto as Exhibit B.  The\nEDS Specifications will be analyzed, modified and amended by the Parties from\ntime to time during the term of this Agreement; provided, however, that InVision\nshall use its commercially reasonable efforts, and Astrophysics shall use its\ncommercially reasonable efforts to cooperate with and support InVision's\nefforts, to finalize the EDS Specifications within six (6) months from the\nEffective Date or at such later date as the parties shall agree in writing.\n\n          2.3.4    Provide to Astrophysics proposed specifications for an\nacceptance test procedure for each EDS prototype developed pursuant hereto (the\n'Acceptance Test'), a copy of which upon finalization by the parties will be\nattached hereto as Exhibit D ('Testing System Specifications').\n\n          2.3.5    Cooperate with Astrophysics to design, to develop and to\nproduce an acceptance protocol for EDS Product(s), including any EDS prototypes,\ndelivered or to be delivered hereunder to InVision.\n\n\n                                          7\n\n\n\n    2.4   ASTROPHYSICS' DEVELOPMENT RESPONSIBILITIES.  Subject to the terms of\nthis  Agreement and the licenses granted hereunder, Astrophysics shall use its\ncommercially reasonable efforts to:\n\n          2.4.1    Design, develop and plan the equipment ('EDS Equipment') and\nstaffing requirements necessary to develop and manufacture one or more EDS\nprototypes meeting the EDS Specifications (each a 'Prototype'), subject to the\nreview and approval of InVision.  The Parties acknowledge and agree that the\nstaff and EDS Equipment to be selected and manufactured may also provide the\ncapacity to replace certain production requirements of each of InVision and\nAstrophysics, and agree to cooperate in good faith to fairly allocate between\nthem such extra capacity to the extent it is available.\n\n          2.4.2    Subject to the review and approval of InVision, evaluate and\nhire the staff, and make, manufacture or otherwise procure the EDS Equipment\nrequired by the Development Program within the times set forth in the\nDevelopment Schedule at prices to be negotiated in good faith and agreed upon by\nInVision and Astrophysics.\n\n          2.4.3    Design and develop commercially viable EDS Equipment and\nmanufacturing processes necessary to produce an EDS Prototype and commercially\nviable EDS for each of Phases One and Two, respectively, in accordance with the\nEDS Specifications and the Development Schedule.\n\n          2.4.4    Provide in cooperation with InVision an EDS prototype that\nis in substantial conformance with the EDS Specifications and can be evaluated\nand tested in accordance with the Acceptance Test as defined in Section 2.3.4\nabove, within the time provided in the Development Schedule for InVision's use\nin testing and evaluating the EDS Product(s).\n\n          2.4.5    Undertake and continue product development efforts to\nimprove and optimize EDS performance, yield and productivity throughout the term\nof this Agreement and as further specified in the M&amp;S Agreement and in any\nMaintenance Agreements.\n\n          2.4.6    Develop, revise, produce and update as needed a well-ordered\nand user friendly manual containing, among other things, drawings relative to\nEDS Product installation, other applicable outline drawings and illustrations,\nschematic diagrams of circuits critical to any EDS Product, a listing of field\nreplacement parts, and all instructions necessary for the installation,\noperation, maintenance and repair of the EDS Product(s).\n\n          2.4.7    Produce for delivery and acceptance by InVision pursuant to\nthe Acceptance Test described in Section 2.3.4 above a pilot production run of\none unit of the EDS Product for each of Phases One and Two.\n\n\n                                          8\n\n\n\n    2.5   SHARED DEVELOPMENT RESPONSIBILITIES.    Subject to the terms of this\nAgreement and the licenses granted hereunder, InVision and Astrophysics together\nshall:\n\n          2.5.1    Jointly apply for and use their best efforts to obtain\nFederal government funding, as it may come available from time to time, to fund\nthe research and development efforts provided for herein.  Any funding so\nreceived will be added to and treated the same as the Development Funds, as such\nterm is defined in Section 4 below.\n\n          2.5.2    Cooperate in good faith to prepare the Development Schedule\nand use their commercially reasonable efforts to finalize the Development\nSchedule within sixty (60) calendar days of the Effective Date, or such later\ntime as they shall mutually agree.  The tasks set forth under Paragraphs 2.3 and\n2.4 above  and under this Paragraph 2.5 shall be incorporated into the\nDevelopment Schedule, along with target dates for their completion.  Failure by\nany party to meet a target date where such party has been using its commercially\nreasonable efforts to meet such date shall not be deemed to be a breach\nhereunder unless such target date slips by more than ten (10) days without being\nmet or amended by the Parties; provided, however, that the failing party must\nnotify the other as soon as it becomes reasonably likely that a target date will\nbe missed.  Such notice must provide a brief description of the target date\nexpected to be missed, the reasons for the delay, and a new target date by which\nthe task will be completed.  Such revised target dates are proposals only and\nare subject to the approval of the other Party, which approval shall not be\nunreasonably withheld or delayed.\n\n          2.5.3    Cooperate in good faith to improve and optimize EDS\nperformance, yield and productivity throughout the term of this Agreement and as\nfurther specified in the M&amp;S Agreement and in any Maintenance Agreements.\n\n          2.5.4    Concurrent with and prior to completion of the Development\nProgram and acceptance by InVision of any EDS Product that meets the Testing\nSystem Specifications, and in accordance with the timetable set forth in the\nDevelopment Schedule, negotiate in good faith the M&amp;S Agreement (which shall\ninclude the plans for any modification or building of manufacturing\nfacilities),a manufacturing agreement under which Astrophysics would have the\nright to be the sole and exclusive (except as to InVision) manufacturer and\nsupplier of the InVision Pre-Scanner under competitive terms and at competitive\nprices acceptable to InVision, and for a period of exclusivity to be mutually\ndetermined by the Parties hereto but not less than two (2) years (the 'InVision\nPre-Scanner Manufacturing Agreement'), the Distribution Agreement, and the form\nof Maintenance Agreement, at and during the times for such negotiation provided\nin the Development Schedule until either such agreements all have been finalized\nand are mutually acceptable or this Agreement has been terminated or expired\npursuant to Section 12 below.\n\n\n                                          9\n\n\n\n    2.6   CHANGE PROPOSALS.  Either InVision or Astrophysics may, from time to\ntime, propose changes to the EDS Specifications, the Development Schedule and\/or\nthe Testing System Specifications ('Change Proposal').  No Change Proposal will\nhave any contractually binding effect unless and until formally agreed to in\nwriting by both parties.  In the event that a Party undertakes to implement a\nChange Proposal prior to receiving formal written consent  by the non-proposing\nParty, then the Party having proposed the changes shall make such changes at its\nown cost and expense unless the other Party shall, upon review of the Change\nProposal, agree to allocate some of the Joint Funding to reimburse such costs\nand expenses.\n\n    2.7   DELAYS.  Notwithstanding anything expressed or implied herein to the\ncontrary, none of the parties shall have any liability to any other party\nwhatsoever for any delay or disruption arising out of or in connection with the\nfailure of any party to comply with the Development Schedule.\n\n    2.8   PERFORMANCE BY THIRD PARTIES.  No Party hereunder shall subcontract\nor permit third parties to perform the services to be rendered under this\nAgreement without the  prior written consent of the other Party.\n\n3.  TESTING PROGRAM.\n\n    3.1   TESTING PROGRAM.  Upon completion of development and production of an\nEDS prototype, the parties agree to conduct at least two field trials of EDS\nprototypes in accordance with the Testing System Specifications.\n\n    3.2   ACCEPTANCE TESTING PERIOD.  InVision shall have twenty (20) business\ndays from each respective date on which Astrophysics delivers EDS prototypes to\ndetermine that the prototype substantially conforms to the Specifications (the\n'Testing Period').  Within the Testing Period for each EDS prototype developed\nhereunder, InVision shall provide Astrophysics with either a written acceptance\nof such prototype (an 'Acceptance Notice') or a written statement of any defects\n('Error Statement') in such EDS prototype that cause such prototype not to work\nsubstantially in conformance with the Specifications.  An EDS prototype will be\ndeemed to be accepted by InVision if Astrophysics does not receive either an\nAcceptance Notice or Error Statement within the Testing Period for such EDS\nprototype.\n\n    3.3   ERROR CORRECTION; RETESTING.  In the event InVision delivers an Error\nStatement to Astrophysics, then Astrophysics will use its commercially\nreasonable efforts to correct any defects described in such Error Statement and\nredeliver a corrected EDS prototype to InVision within thirty (30) business days\nof the date of the Error Statement.  InVision shall have twenty (20) business\ndays from the date such corrected EDS prototype has been delivered to retest\nsuch EDS prototype and determine whether such\n\n\n                                          10\n\n\n\ncorrected prototype substantially conforms with the Specifications (the\n'Retesting Period').  Within such Retesting Period, InVision shall provide\nAstrophysics with either an Error Statement or an Acceptance Notice as to such\ncorrected prototype.  The corrected EDS prototype will be deemed to have been\naccepted and, therefore, will be the final version of such EDS prototype, if\nwithin such Retesting Period Astrophysics does not receive either an Error\nStatement or an Acceptance Notice.  Subject to Section 12 below ('Term and\nTermination'), this process of testing and redelivering corrected versions of\nEDS prototypes as set forth above shall continue until InVision accepts a\nparticular version of the EDS prototype.  The date of InVision's acceptance of\nsuch prototype shall be the 'Acceptance Date.'\n\n    3.4   After the Parties have engaged in at least three (3) Testing Periods\nfor a particular EDS Product which is not then accepted by InVision pursuant to\nSection 3.2 hereof, the parties agree that any Party then desiring to terminate\nthis Agreement pursuant to Section 12 hereof shall first try to resolve or\ncorrect  through the Oversight Board any problems serving as a barrier to\nAcceptance.  In the event that the problem or problems cannot be resolved or\ncorrected after the good faith efforts of both Parties, then either Party may\nterminate the Agreement and will not incur any penalty for termination.  In such\ncase, the Parties shall each bear fifty percent (50%) of all Development Costs\nincurred by the Parties to date.\n\n4.  PAYMENTS AND TAXES.\n\n    4.1   DEVELOPMENT CONTRIBUTIONS.  Upon the Effective Date hereof, each of\nInVision and Astrophysics will provide for in their respective budgets One\nMillion United States Dollars (U.S. $1,000,000) (together, the 'Development\nFunds')  to fund the research and development efforts provided for herein and to\nadvance the EDS Technology and capabilities.  Money allocated to the Development\nFunds will be spent by each Party in accordance with a development budget to be\ndeveloped by the Parties and unanimously approved by the Oversight Board, a\npreliminary draft of which budget is attached in summary form hereto as Exhibit\nF (the 'Budget')  The Parties agree to negotiate in good faith a definitive\nBudget within thirty (30) days from the Effective Date.  Any federal funds\nreceived pursuant to grants sought in accordance with Section 2.5.1 above shall\nbe added to and treated the same as the Development Funds.\n\n    4.2   RIGHT OF AUDIT.  Each Party shall maintain and retain complete, clear\nand accurate records of the allocation and expenditures of their respective\nDevelopment Funds during the term of this Agreement and for a period of one (1)\nyear thereafter.  The form of the records shall be designed and agreed upon by\nthe Oversight Board.  Within ten (10) days after the end of each calendar\nquarter during the term of this Agreement, each Party shall prepare for and\ndeliver to the Oversight Board a report based upon such records for the quarter\nmost recently completed.  To ensure compliance with the terms of\n\n\n                                          11\n\n\n\nthis Agreement, upon reasonable prior written notice to the other Party, each\nParty (the 'Auditing Party') shall have the right to inspect and to audit the\nrecords of the other Party relating to the allocation and expenditure of the\nDevelopment Funds by such Party (the 'Audited Party') during reasonable and\nnormal business hours.  In the event that such an inspection and audit uncovers\nany irregularities in the allocations or expenditures of Development Funds, then\nthe reports shall be corrected accordingly.\n\n    4.3   TAXES.  Each Party agrees to pay and shall be responsible for its own\ntaxes incurred by or levied upon it in connection with the performance of its\nobligations under this Agreement and shall be entitled to claim any applicable\ntax credits, deductions or incentives related to the Development Costs expended\nby it which are not subject to reimbursement by the other Party; excepting\ntherefrom sales and use taxes incurred on goods and materials purchase for use\nor consumption in the Development Program for the development of the EDS\nProducts or EDS Technology, the responsibility for which and benefits of shall\nbe shared equally by the Parties and paid out of the Development Funds.\n\n    4.4   EXCESS.  It is the intention of the Parties that they share equally\nthe Development Costs.  Each Party shall make commercially reasonable efforts to\ncontrol its expenditures of Development Funds in accordance with the Budget.  At\nthe end of each calendar quarter, each Party will calculate the total amount of\nthe Development Funds expended by such Party during that quarter.  If one Party,\nstaying within the Budget during that quarter, has expended more than the Other\nParty, the Party which has spent the lesser amount shall reimburse the other\nParty for fifty percent (50%) of the expenditure difference so as to equalize\nexpenditures by both Parties during the Development Program.  All costs or\nexpenses contained within the Budget and incurred by any Party directly as a\nresult of its work hereunder in excess of that Party's share of the Development\nFunds for which such Party seeks partial reimbursement by the other (not to\nexceed fifty percent (50%) of such cost), first shall be authorized by the\nOversight Board upon receipt of itemized statements with any necessary back-up\nor explanation attached in writing.  In the event that a Party fails to obtain\nthe required pre-authorization for any of its costs or expenses, such Party may\nstill provide an itemized statement together with a written explanation and\nback-up documentation justifying the expenditure and if and to the extent that,\nin the sole discretion of  the Oversight Board, the Oversight Board determines\nthat such expenditure or any portion thereof was reasonable or necessary for the\npurposes of this  Agreement, then such expense or the approved portion thereof\nshall be shared equally by the Parties, and the Party seeking reimbursement\nshall be accordingly reimbursed by the other Party.  All other costs or expenses\nincurred by any Party shall be borne by the Party incurring them.\n\n\n                                          12\n\n\n\n5.  NON-INFRINGEMENT WARRANTY; NOTICE OF INFRINGEMENT.\n\n    5.1   CONTRIBUTIONS TO EDS.  InVision and Astrophysics each represents and\nwarrants to the other that to the best of their knowledge, respectively, their\nportions and contributions to the EDS Specifications, the EDS prototype, the EDS\nProduct and the EDS Documentation will be original creations of the contributing\nParty and will not infringe any patent, copyright, trade secret or other\nproprietary rights of any third party; that such Party has not previously or\notherwise granted any rights to any third party which conflict with the rights\ngranted herein; and that such Party has the full power and ability to enter into\nthis Agreement, to carry out its obligations set forth herein and to grant the\nrights granted to the other herein.\n\n    5.2   NOTICE OF THIRD PARTY INFRINGEMENT.  Each Party shall promptly inform\nthe other Party of each infringement by third parties of the infringed Party's\nTechnology or of the EDS Technology or EDS Products developed hereunder, which\nthird party infringement comes to its knowledge or attention during the term of\nthis Agreement or for a period of one (1) year thereafter.  Each Party shall\nrender reasonable assistance to the other in defending the infringed Party's\nTechnology against third parties, but control of such defense and the cost\ntherefore shall be borne solely by the infringed Party.  In the case of third\nparty infringement of EDS Technology or EDS Products, the Parties will mutually\ndetermine how to proceed with an enforcement action and which of the Parties\nshall control such action.  In such case, the Parties shall share equally the\ncosts of the enforcement action, including without limitation attorneys' fees\nand expenses.  If the Parties cannot agree, then an Arbitrator shall be\nappointed in accordance with Section 13 hereof to determine the method of\nenforcement and which Party shall control such enforcement action, and shall\nalso determine how the costs of such enforcement action will be split between\nthe Parties.  The recovery from the enforcement action will be split in\nproportion to the Parties' contribution to the enforcement action's costs\n(including without limitation attorneys' fees and expenses).  In the event that\na Party hereto declines to participate in an enforcement action, such Party\nagrees, at the participating Party's expense, to join the action as a party\nplaintiff and otherwise to cooperate with the enforcement action in any way\nreasonably requested by the participating Party.\n\n    5.3   ACKNOWLEDGMENT OF INDEPENDENT DEVELOPMENT; COVENANT NOT TO SUE.  Each\nParty understands and hereby acknowledges that the other develops and acquires\nsoftware and hardware, and that existing, planned or future products\nindependently developed or acquired by a Party may contain ideas similar or\nidentical to those ideas developed or disclosed hereunder.  Therefore, during\nthe Term of this Agreement, the Parties each agree that neither Party shall\nassert nor threaten to assert any claim or cause of action against the other\nParty, or against such other Party's customers or end users, based upon the use,\nmanufacture, sale, distribution or other transfer of an explosive\n\n\n\n                                          13\n\n\n\ndetection system or device based upon , containing or similar to a Party's\nTechnology. Notwithstanding the foregoing, however, the Parties expressly agree\nas follows:\n\n          5.3.1    During the term of this Agreement and for a period of one\n(1) year thereafter, InVision will not (a) develop or have developed, license or\nacquire, and (b) sell or have sold or otherwise distribute or have distributed,\na stand-alone, dual energy x-ray based explosive detection system for the\nairline security market that competes with the Z-Scan.\n\n          5.3.2    During the term of this Agreement and for a period of one\n(1) year thereafter, Astrophysics will not (a) develop or have developed,\nlicense or acquire, and (b) sell or have sold, or otherwise distribute or have\ndistributed an explosive detection system or device using computed tomography\nfor the airline security market.\n\n          5.3.3    During the period beginning on the Effective Date and ending\nupon its expiration or earlier termination pursuant to Section 12 hereof,\nAstrophysics agrees that it will waive any and all claims that it may have\nagainst InVision relating to InVision's use, manufacture, sale, distribution or\nother transfer of the InVision Pre-Scanner occurring during such period.\n\n    5.4   RIGHTS RETAINED.  Notwithstanding anything in this Agreement to the\ncontrary, any rights to the InVision Technology not expressly granted to\nAstrophysics by InVision herein are retained solely by InVision, and any rights\nnot expressly granted to InVision by Astrophysics herein are retained solely by\nAstrophysics.\n\n6.  LIMITATION ON LIABILITY; WAIVER OF CONSEQUENTIAL DAMAGES.  IN NO EVENT WILL\nTHE CUMULATIVE LIABILITY OF ANY PARTY FOR LOSSES, CLAIMS OR DAMAGES INCURRED IN\nCONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR CONTRIBUTED BY SUCH\nPARTY HEREUNDER.  IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER OR TO ANY\nTHIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, SPECIAL OR\nCONSEQUENTIAL DAMAGES, INCURRED IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH\nPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n7.  LICENSES.\n\n    7.1   INVISION TECHNOLOGY LICENSE.  Subject to the terms and conditions of\nthe Agreement, InVision hereby grants to Astrophysics fully-paid and royalty\nfree, non-transferable, non-exclusive license in the United States, without\nright of sublicense, to use internally during the term of this Agreement the\nInVision Patents Rights and InVision Know-How incorporated in the InVision Pre-\nScanner Technology and CTX 5000\n\n\n                                          14\n\n\n\nTechnology solely for the purposes of creating an interface between the Z-Scan\nand the CTX 5000, and only to the extent InVision reasonably believes it is\nnecessary to enable Astrophysics to meet its obligations under this Agreement.\n\n    7.2   INVISION SOFTWARE AND FIRMWARE LICENSE.  Subject to the terms and\nconditions of this Agreement, InVision grants to Astrophysics solely during the\nterm of this Agreement a nonexclusive, non-transferable, fully paid and royalty-\nfree license in the United States, without right of sublicense, to use and\nperform internally the InVision Firmware and the InVision Software solely in\nobject code form, only to the extent InVision reasonably believes it is\nnecessary to enable Astrophysics to meet its obligations under this Agreement.\nAstrophysics shall not reverse compile, reverse engineer or otherwise\ndisassemble the InVision Software or Firmware, nor are any rights to prepare\nderivative works or to display the InVision Software or Firmware granted to\nAstrophysics except as expressly required in connection with this Development\nProgram.\n\n    7.3   ASTROPHYSICS TECHNOLOGY LICENSE.  Subject to the terms and conditions\nof this Agreement, Astrophysics hereby grants to InVision a fully-paid and\nroyalty free, non-transferable, non-exclusive license in the United States,\nwithout right of sublicense, to use internally during the term of this Agreement\nthe Astrophysics Patent Rights and Astrophysics Know-How incorporated in the Z-\nScan Technology and only to the extent Astrophysics believes it is necessary to\nenable InVision to meet its obligations under this Agreement.\n\n    7.4   ASTROPHYSICS SOFTWARE AND FIRMWARE LICENSE.  Subject to the terms and\nconditions of this Agreement, Astrophysics hereby grants to InVision solely\nduring the term of this Agreement a nonexclusive, non-transferable, fully paid\nand royalty-free license in the United States, without right of sublicense, to\nuse and perform internally the Astrophysics Firmware and the Astrophysics\nSoftware solely in object code form, only necessary to the extent Astrophysics\nbelieves it is necessary to enable InVision to meet its obligations under this\nAgreement.  InVision shall not reverse compile, reverse engineer or otherwise\ndisassemble the Astrophysics Software or Firmware, nor are any rights to prepare\nderivative works or to display the Astrophysics Software or Firmware granted to\nInVision except as expressly required in connection with this Development\nProgram.\n\n8.  LICENSE RESTRICTIONS.\n\n    8.1   UNAUTHORIZED MODIFICATIONS.  Except as otherwise expressly permitted\nherein, each Party acknowledges and agrees that it shall not modify, decompile,\nor disassemble the object code version of another Party's Software except to the\nextent such decompilation or disassembly may occur as a result of such Party's\nuse of debugging tools for the purpose of debugging the EDS prototype or an EDS\nProduct.\n\n\n                                          15\n\n\n\n    8.2   COPYRIGHT NOTICES.  No Party shall alter, obscure or remove any\ncopyright notices or any other proprietary rights notices placed on another\nParty's Technology.  InVision shall be entitled to place its name and trademarks\non the EDS Product(s) to be marketed and distributed by InVision pursuant to the\nDistribution Agreement, and shall be entitled to place trademarks or trade names\nproprietary to InVision and\/or Astrophysics on the documentation for and in\nmarketing and other promotional materials about such EDS Product(s).\n\n9.  OWNERSHIP.\n\n    9.1   INVISION TECHNOLOGY.  Astrophysics acknowledges and agrees that\nInVision will own and retain all right, title and interest in and to the\nInVision Technology, including without limitation all copyrights, patents, trade\nsecrets, trademarks or other intellectual property rights.  Inventions,\nmodifications, improvements, adaptations, derivative works or additions to the\nInVision Technology conceived solely by InVision  in connection with the\nDevelopment Program shall be owned exclusively by InVision, subject to the\nlicenses granted pursuant to Section 7 hereof.  Inventions, modifications,\nimprovements, adaptations, derivative works or additions to InVision Technology\njointly developed by InVision and Astrophysics and which are not used in the\nproduction of any EDS Product shall be owned by InVision, subject to any\nlicenses expressly granted herein pursuant to Section 7 above, and Astrophysics\nshall cooperate in good faith and take such actions as are reasonably necessary\nto effect, correct or make clear matters of title accordingly.\n\n    9.2   ASTROPHYSICS TECHNOLOGY.  InVision acknowledges and agrees that\nAstrophysics  will own and retain all right, title and interest in and to the\nAstrophysics Technology including without limitation all copyrights, patents,\ntrade secrets, trademarks or other intellectual property rights.  Inventions,\nmodifications, improvements, adaptations, derivative works or additions to the\nAstrophysics Technology conceived solely by Astrophysics in connection with the\nDevelopment Program shall be owned exclusively by Astrophysics, subject to the\nlicense granted pursuant to Section 7 hereof.  Inventions, modifications,\nimprovements, adaptations, derivative works or additions to Astrophysics\nTechnology jointly developed by InVision and Astrophysics and which are not used\nin the production of any EDS Product shall be owned by Astrophysics, subject to\nany licenses expressly granted herein pursuant to Section 7 above, and InVision\nshall cooperate in good faith and shall take such actions as are reasonably\nnecessary to effect, correct or make clear matters of title accordingly.\n\n    9.3   JOINT TECHNOLOGY.  Astrophysics and InVision shall jointly own\nwithout any obligation of accounting, any and all inventions, improvements,\nmodifications, adaptations, derivative works or additions to the InVision\nTechnology and to the Astrophysics Technology which are used in the production\nof the EDS Product, including\n\n\n                                          16\n\n\n\nbut not limited to the EDS Specifications, the EDS prototype, the EDS\nProduct(s), the Testing System, the Testing System Specifications and the\nDocumentation created by or on behalf of either party in connection with the\nresearch and development efforts provided for hereunder, and including without\nlimitation copyright, patent, trade secret, trademark or other intellectual\nproperty rights, but excluding Technology owned by either party as of the\nEffective Date or pursuant to Sections 9.1 and 9.2 above.  Any data or other\nmaterials furnished by any Party to another in connection with the services\nperformed hereunder shall remain the sole property of the disclosing Party and\nshall be used by the receiving Party solely for the purposes set forth herein.\n\n    9.4   INVENTIONS.  With respect to inventions or improvements jointly owned\nby InVision and Astrophysics pursuant to Paragraph 9.3, the Parties shall\njointly seek to obtain patents in any and all countries and shall share equally\nin the related costs.  In the event a Party does not wish to participate in\nseeking such patent protection in a country, the other Party shall have the\nright to seek to obtain patents solely in its name and at its expense in such\ncountry and the declining Party shall cooperate in good faith and take such\nactions as are reasonably necessary to effect, correct or make clear matters of\ntitle accordingly.  Neither Party shall be required to take action which would\nnegate novelty under patent laws.\n\n10. DISCLAIMER OF WARRANTY.\n\n    10.1  INVISION DISCLAIMER.  The InVision Technology is provided to\nAstrophysics 'AS IS,' without any warranty of any kind, including without\nlimitation warranties of title and non-infringement.  Without limiting the\ngenerality of the foregoing, InVision expressly does not warrant (i) the\npatentability of any of the inventions, or (ii) the accuracy, safety, or\nusefulness for any purpose, of the InVision Technology.  Nothing contained in\nthis Agreement shall be construed as either a warranty or representation by\nInVision as to the validity or scope of any InVision Patents.  INVISION ASSUMES\nNO LIABILITY IN RESPECT OF ANY INFRINGEMENT OF ANY PATENT OR OTHER RIGHT OF\nTHIRD PARTIES DUE TO THE ACTIVITIES OF ASTROPHYSICS UNDER THIS AGREEMENT.\n\n    10.2  ASTROPHYSICS DISCLAIMER.  The Astrophysics Technology is provided to\nInVision 'AS IS,' without any warranty of any kind, including without limitation\nwarranties of title and non-infringement.  Without limiting the generality of\nthe foregoing, Astrophysics expressly does not warrant (i) the patentability of\nany of the inventions, or (ii) the accuracy, safety, or usefulness for any\npurpose, of the Astrophysics Technology.  Nothing contained in this Agreement\nshall be construed as either a warranty or representation by Astrophysics as to\nthe validity or scope of any Astrophysics Patents.  ASTROPHYSICS ASSUMES NO\nLIABILITY IN RESPECT OF ANY\n\n\n                                          17\n\n\n\nINFRINGEMENT OF ANY PATENT OR OTHER RIGHT OF THIRD PARTIES DUE TO THE ACTIVITIES\nOF INVISION UNDER THIS AGREEMENT.\n\n11. CONFIDENTIAL INFORMATION.\n\n    11.1  CONFIDENTIAL DISCLOSURE.  For the term of this Agreement and for five\n(5) years thereafter, the parties agree to keep in confidence and prevent the\ndisclosure to any person or persons outside their respective organizations\n(including affiliates), all Confidential Information which is received from the\nother under this Agreement.  All such Confidential Information shall be in\ntangible form, or if disclosed orally, within 30 days of the oral disclosure\nshall be reduced to tangible form, and shall be marked with a suitable\nrestrictive legend.\n\n    11.2  USE RESTRICTION.  Any Confidential Information disclosed by either\nParty hereunder shall be used by the receiving Party solely in performance of\nthis  Agreement, unless otherwise agreed to by the disclosing Party in writing.\n\n    11.3  EXCLUSIONS.  Neither Party shall be liable for disclosure to a third\nparty or use of any such data that:\n\n          11.3.1   Is or becomes in the public domain without breach of this\nConfidentiality obligation by the receiving Party;\n\n          11.3.2   Was already rightfully known to the Party receiving it at\nthe time of disclosure;\n\n          11.3.3   Is disclosed by the Party receiving the information\nhereunder with the written approval of the other Party;\n\n          11.3.4   Becomes known to the receiving Party from a source other\nthan the disclosing Party without breach of this Agreement by the receiving\nParty;\n\n          11.3.5   Is disclosed by the disclosing Party to a third Party\nwithout restriction;\n\n          11.3.6   Is independently developed by a Party without regard to the\nConfidential Information of the other Party; or\n\n          11.3.7   Is ordered to be disclosed by a court or governmental agency\nof competent jurisdiction after the receiving Party shall have afforded the\ndisclosing Party the opportunity to defend against any motion to disclose.\n\n                                      18\n\n\n\n\n\n12. TERM AND TERMINATION.\n\n    12.1  TERM.  Unless earlier terminated in accordance with this Section 12,\nthis  Agreement shall commence as of the Effective Date and shall continue for\neighteen (18) months thereafter.  Astrophysics' obligations under the\nDevelopment Program will be satisfied upon the earlier of (i) delivery to and\nacceptance by InVision of two production units of EDS Products which comply with\nthe EDS Specification and which have been tested to the satisfaction of  and\napproved by InVision (ii) or May 12, 1998.\n\n    12.2  TERMINATION WITH CAUSE.  Either Party may terminate this Agreement\nupon ten (10) days written notice of a material breach of this Agreement by the\nother Party if such Party is directly affected by such breach and such breach is\nnot cured within a ten (10) day period or such longer period as the affected\nParties may agree.\n\n    12.3  TERMINATION FOR DISSATISFACTION.  During the initial period of this\nAgreement beginning upon the Effective Date and ending ninety (90) days\nthereafter, any conflict or dissatisfaction of a Party which is referred to the\nOversight Board but which the Oversight Board has been unable to resolve within\na reasonable period of time shall be deemed to be cause for termination.  In\nsuch case, either Party may then terminate this Agreement pursuant to Section\n12.2.1 hereof without penalty.\n\n    12.4  TERMINATION FOR CONVENIENCE.  Any Party may terminate this Agreement\nwithout cause (a) upon thirty (30) days prior written notice if the termination\noccurs within ninety (90) days of the Effective Date or prior to the expenditure\nby the Parties of Development Funds totaling $500,000 in the aggregate, and (b)\nupon sixty (60) days notice thereafter.  In the case of such a termination\nwithout cause, the terminating Party will be penalized for such termination as\nfollows: (i) there shall be no penalty if the Development Costs expended by the\nParties as of the Termination Date equal less than $1,000,000 in the aggregate,\n(ii) the terminating Party shall bear seventy-five percent (75%) of such\nDevelopment Costs if the Development Costs expended by the Parties as of the\nTermination Date equal at least $1,000,000 but less than $1,500,000 in the\naggregate, and (iii)  the terminating Party shall bear all (100%) of such\nDevelopment Costs if the Development Costs then expended by both Parties equal\n$1,500,000 or more in the aggregate.\n\n    12.5  TERMINATION FOR EXTERNAL EVENTS.  The Parties hereto recognize that,\nin view of the duration of this  Agreement, this  Agreement may have to be\nchanged or terminated by mutual agreement due to external events such as force\nmajeure, technological developments of third parties, or change in market\nconditions.   No such mutual change or termination shall result in a penalty to\neither Party under Section 12.4 above.\n\n\n                                          19\n\n\n\n    12.6  LIMIT EXPENDITURES UPON TERMINATION.  The Parties agree that, in the\nevent that any Party notifies the other that it is terminating this Agreement\nfor any reason under this Section 12, both Parties will use their best efforts\nto limit or eliminate all further expenditures of Development Funds as much as\nis reasonably possible under the circumstances.\n\n    12.7  SURVIVAL.  Upon expiration or termination of this Agreement\nParagraphs 4 ('Payments and Taxes'), 5 ('Non-Infringement Warranty; Notice of\nInfringement'), 6 ('Limitation on Liability; Consequential Damages'), 7\n('Licenses'), 8 ('License Restrictions'), 9 ('Ownership'), 11 ('Confidential\nInformation'), 12.6 ('Survival'), 13 ('Oversight Board; Arbitration') and 14\n('General Provisions') shall survive the expiration or earlier termination of\nthis  Agreement.\n\n13. OVERSIGHT BOARD; ARBITRATION.\n\n    13.1  OVERSIGHT BOARD.  The Parties hereto agree that, in the event of any\ndispute arising hereunder or in connection with the research and development\nefforts and obligations contained herein, then such matter shall be referred to\nthe Oversight Board by the complaining Party with written notice to the other\nParty stating briefly the matter in dispute.\n\n          13.1.1   The Oversight Board shall meet not less frequently than\nquarterly on dates to be fixed by agreement of the members thereof, and shall\nconsider all matters referred to it up to a date not less than five (5) days\nprior to the date fixed for the meeting and not previously settled by it,\nincluding but not limited to the review and approval of (a) modifications or\nadditions to any Exhibits, Schedules or Attachments hereto, and (b) budgets and\ncost allocations; determining any remedial action to be taken in the event two\nor more successive development milestones or deadlines have been missed by more\nthan 30 days each, including the use of outside consultants to remedy the\nproblem and the development of a work statement and firm budget for the work of\nany such outside consultants.\n\n          13.1.2   Any matter not settled when first considered by the\nOversight Board shall be referred to the next meeting and, if not then settled,\nmay be referred by any Party affected by such matter to arbitration in\naccordance with Paragraph 13.2 below.\n\n          13.1.3   The Oversight Board shall determine its own procedures and\nmay invite such other persons as its members may agree to any meeting.\n\n          13.1.4   At each of its meetings, the Oversight Board may receive any\nreports from any person as it believes helpful or necessary.\n\n    13.2  ARBITRATION.\n\n\n                                          20\n\n\n\n          13.2.1   If a dispute arises between any of the Parties which cannot\nbe resolved by negotiation or, failing that, by referral to and consideration by\nthe Oversight Board, then the Parties agree to participate in non-binding\nmediation before pursuing any other legal remedies.  The mediation shall be\nconducted in San Mateo County, California by United States Arbitration &amp; Mediation Association, Inc., or such other mediation association as the Parties\nshall determine within thirty (30) days from the Effective Date, with costs to\nbe borne equally by the Parties between whom the dispute has arisen.\n\n          13.2.2   If any participating Party is unsatisfied with the results\nof such mediation, then the dispute shall be finally determined by arbitration\npursuant to the rules of the California Code of Civil Procedure.  Each Party\ninvolved in the dispute shall appoint one representative reasonably acceptable\nto the other involved Parties, and the representatives shall then appoint one\nindependent arbitrator (the 'Arbitrator') to hear and resolve the dispute, all\nwithin ten (10) business days of receipt by any Party of written notice that the\nmatter has been referred to arbitration.\n\n          13.2.3   The Arbitrator shall, without prejudice to the generality\nof his or her powers, have the power to amend this  Agreement, together with any\nof its Exhibits, Attachments or Schedules, so that it accurately reflects the\ntrue agreement made by the Parties, to direct such measurements, tests and\/or\nvaluations as may in the Arbitrator's opinion be desirable in order to determine\nthe rights of the Parties and to ascertain and award any sum which ought to have\nbeen the subject of or included in any payment and to open up, review and revise\nany account, opinion, decision, requirement, report or notice and to determine\nall matters in dispute which shall have been submitted to the Arbitrator in the\nsame manner as if no such account, opinion, decision, requirement, report or\nnotice had been given previously.\n\n          13.2.4   Subject to subparagraph 13.2.5 below, the award of the\nArbitrator shall be final and binding upon the Parties, and judgment upon the\naward rendered may be entered into any court having jurisdiction thereof.\n\n          13.2.5   The Parties agree and consent that any Party involved in a\nparticular dispute for which an Arbitrator has rendered an award:\n\n                   (a)  May appeal to a court of law having jurisdiction\nthereover any question of law arising out of an award made in an arbitration\npursuant to this Section 13,\n\n                   (b)  May appeal to a court of law having jurisdiction\nthereover to determine any question of law arising in the course of any referral\nto arbitration made pursuant to this Section 13; and\n\n                   The Parties agree that any such court shall have the\nauthority and jurisdiction to determine any such question or questions of law.\n\n\n                                          21\n\n\n\n          13.2.6   If before making his or her final award, the Arbitrator\ndies or otherwise ceases to act as the Arbitrator, the representatives of the\nParties involved in the dispute shall promptly appoint a further Arbitrator.  No\nsuch further Arbitrator shall be entitled to disregard any direction of the\nprevious Arbitrator except (i) to the extent that the previous Arbitrator had\npower to do so under the Rules of the American Arbitration Association, (ii)\nwith the consent of the Parties involved in the dispute, or (iii) by operation\nof law.\n\n14. GENERAL PROVISIONS.\n\n    14.1  NO AGENCY.  InVision will in all matters relating to this Agreement\nact with respect to Astrophysics as an independent contractor, and Astrophysics\nwill in all matters relating to this Agreement act with respect to InVision as\nan independent contractor.  No Party will by virtue of this  Agreement or the\ntransactions contemplated hereunder have any authority, nor will any Party\nrepresent that it has any authority, to assume or create any obligation, express\nor implied, on behalf of  any other Party, or to represent any other Party as an\nagent, employee or representative of another party or in any other capacity.\nNeither the execution nor performance of this  Agreement shall be construed to\nhave established any agency, joint venture or partnership among the Parties\nhereto.\n\n    14.2  PRESS RELEASES.  No Party hereto shall issue any press release, use\nany other Parties' products, name or trademarks in any promotional activity, or\notherwise publicly announce or comment on this Agreement except as required by\nlaw without the prior written consent of the other Party, which consents shall\nnot be unreasonably withheld or delayed.\n\n    14.3  EXPORT.  Each Party represents and warrants to the other Party that\nit has or, prior to any export of the EDS Product(s), will have secured all\ngovernment licenses, permits and permissions required for such Party and its\ncustomers to export the EDS Product(s) out of the United States and into any\ncountry in the world and that the distribution of the EDS Product(s) by any\nParty hereto or its customers will not violate any laws, restrictions or\nregulations of the United States government or any other government.  Each Party\nagrees to provide the other Party with evidence of compliance with applicable\nlaws, restrictions and regulations upon reasonable request.  Each Party agrees\nto pay any  fines, fees or damages imposed on the other Party resulting from the\ndistribution of the EDS Product(s) in accordance with the terms of this\nAgreement, and refund any fees paid by such Party, in the event of any breach by\nsuch Party of this Paragraph 14.3.  Further, the Parties agree that the\nobligations undertaken pursuant to this Paragraph 14.3 shall be incorporated in\ntheir entirety in the DISTRIBUTION Agreement.\n\n    14.4  PARTIES ADVISED BY COUNSEL.  This  Agreement has been negotiated\nbetween InVision on the one hand and Astrophysics and EG&amp;G on the other hand,\n\n\n                                          22\n\n\n\nunrelated parties who are sophisticated and knowledgeable in the matters\ncontained in this  Agreement and who have acted in their own self interests.  In\naddition, each Party has been represented by legal counsel.  The provisions of\nthis  Agreement shall be interpreted in a reasonable manner to effect the\npurpose of the Parties, and this  Agreement shall not be interpreted or\nconstrued against any Party hereto because that Party or any attorney or\nrepresentative for that Party drafted or participated in the drafting of this\nAgreement or any Exhibits, Attachments or Schedules hereto.\n\n    14.5  GOVERNING LAW.  This  Agreement shall be governed in all respects by\nthe laws of the United States of America and the State of California excluding\nthe application of its conflict of laws rules.  The parties agree that the\nUnited Nations Convention on Contracts for the International Sale of Goods is\nspecifically excluded from application to this  Agreement.\n\n    14.6  NOTICES.  All notices or reports permitted or required under this\nAgreement shall be in writing and shall be delivered by personal delivery,\ntelegram, telex, telecopier, facsimile transmission or by certified or\nregistered mail, return receipt  requested, and shall be deemed received upon\npersonal delivery, five (5) days after deposit in the mail, or upon\nacknowledgment of receipt of electronic transmission.  Notices shall be sent to\nthe signatory of this  Agreement at the address set forth at the beginning of\nthis  Agreement or such other address as either party may specify in writing.\nIf the notice is to InVision, a copy shall also be sent to its Corporate\nCounsel.\n\n    14.7  WAIVER.  The failure of any Party to require performance by the other\nParty of any provision hereof shall not affect the full right to require such\nperformance at any time thereafter; nor shall the waiver by any Party of a\nbreach of any provision hereof be taken or held to be a waiver of the provision\nitself.\n\n    14.8  SEVERABILITY.  In the event that any provision of this  Agreement\nshall be unenforceable or invalid under any applicable law or be so held by\napplicable court decision, such unenforceability or invalidity shall not render\nthis  Agreement unenforceable or invalid as a whole, and, in such event, such\nprovision shall be changed and interpreted so as to best accomplish the\nobjectives of such unenforceable or invalid provision within the limits of\napplicable law or applicable court decisions.\n\n    14.9  HEADINGS.  The Section and Paragraph headings appearing in this\nAgreement are inserted only as a matter of convenience and in no way define,\nlimit, construe or describe the scope or extent of such Section or Paragraph, or\nin any way affect this  Agreement.\n\n    14.10 ENTIRE AGREEMENT.  This  Agreement and the Exhibits hereto constitute\nthe entire agreement between the Parties with respect to the subject matter\nhereof.  This\n\n\n                                          23\n\n\n\nAgreement supersedes, and the terms of this  Agreement govern, any prior or\ncollateral agreements with respect to the subject matter hereof, including any\nprior confidentiality agreements between the parties and the LOI.  This\nAgreement may only be changed by mutual agreement of authorized representatives\nof the Parties in writing.\n\n    14.11 ASSIGNMENT.  No Party hereto shall assign, transfer, sell, pledge or\nhypothecate any rights or obligations arising under this  Agreement without the\nprior written consent of  the other Party, and any attempt to do so shall be, at\nthe option of the remaining Party, null and void.  Subject to the above\nrestriction on assignment, this Agreement shall inure to the benefit of and bind\nthe successors and assigns of the respective Parties hereto.\n\n    14.12 COUNTERPARTS.  This Agreement may be signed in counterparts, each of\nwhich shall be an original, but all of which together shall constitute one\ninstrument.\n\n    IN WITNESS WHEREOF, the undersigned have caused this Agreement to be\nexecuted by their respective authorized representatives.\n\nINVISION:                               ASTROPHYSICS:\n\nInVision Technyologies, Inc.            EG&amp;G Astrophysics\n\n\n\n-------------------------------------   -------------------------------------\nDr. Sergio Magistri                     Thomas R. Schorling\nPresident and Chief Executive Officer   President and Chief Operating Officer\n\n\n                                          24\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9613,9616],"class_list":["post-42739","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42739","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42739"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42739"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42739"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42739"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}