further action as to such invention, patent application, or patent.

(3) Receive for the general purposes of its charter thirty (30%) per centum of the amount remaining, from all money received by its assignee or assignees under Article II, paragraph 10, of this agreement by reason of such assignee's or assignees' ownership and/or management of any inventions, patent applications or patents so assigned or thereafter filed or issued thereon, following subtraction and retention therefrom by such assignee or assignees of any amounts needed to reimburse it or them for such expenses as RESEARCH and such assignee or assignees may have previously agreed upon in writing for litigation in courts of record to obtain, or to assert or defend the validity or scope of, any patent.

V.

General: The parties agree that:

(1) Any controversy or claim arising out of or relating to this agreement or the breach thereof, shall be settled by arbitration, in accordance with the Rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction.

(2) This agreement is entered into for the express benefit of, and shall be binding upon, all merbers of the faculty, associates, students and employees of the

UNIVERSITY, their heirs, assigns and personal

representatives, who shall accept in writing any letter

agreement issued by RESEARCH pursuant to ARTICLE II,

paragraph 5, hereof. :

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed and their corporate seals to be hereunto affixed, all by their corporate officers hereunto duly authorized, and as of the day and year first above written.

Name and Address of Inventor

Dear Sir:

EXHIBIT A

In accordance with the agreement between Research Corporation and

dated under which Research Corporation acquires ownership of inventions made by members of the University's faculty, its associates, students and employees, with the patent rights thereon, and introduces them into public use, the University has advised us that your invention described as

is to be taken care of by us under that agreement, in furtherance of the University's regular patent policy.

The specific terms of the agreement with University are available to you through University. Briefly, they provide that inventions, patent applications and ensuing patents shall be assigned to Research Corporation by the inventor, and that the patent filing and prosecution, and introduction into use, is to be undertaken by us at our expense. From any income that may be derived from the patent, before deduction of any expenses, the agreement provides that there shall be paid by us to the inventor, his heirs, assigns and personal representatives, a percentage of that income, which is established in each case by the University. In the case of your invention the University has informed us that this figure will be ( %) per centum. Payments of this amount and reports as to the progress of the invention will be made to you on March 15 of each year.

You might be interested in knowing that the balance of any income is, in general, divided equally between the University and Research Corporation. The amount remaining with Research Corporation after payment of its expenses is used for the general purposes of our charter for the support of technical and scientific investigation and research in educational institutions through our grants-in-aid programs. A copy of our Annual Report, descriptive of Research Corporation's activities, is enclosed for your information.

There is attached to this letter in duplicate a form of assignment, and if you have no further questions concerning the matter, it would be appreciated if you would:

COLLEGE, a corporation existing under the laws of the

State of

with its principal offices at

hereinafter called "COLLEGE", and

RESEARCH CORPORATION, a New York not-for-profit corporation with offices at 405 Lexington Avenue, New York, N. Y. 10017,

hereinafter called "RESEARCH";

WITNESSETH THAT:

A. WHEREAS, COLLEGE believes that patentable inventions may be made by members of its faculty, staff, fellows, associates, students, employees or others covered by COLLEGE's patent policy;; and

B. WHEREAS, RESEARCH has had broad experience in the evaluation of inventions for commercial and scientific utility, as a basis for determining the feasibility of seeking patents thereon, and in introducing inventions into use in the useful arts and manufactures and for scientific purposes;

and

C. WHEREAS, COLLEGE desires that inventions referred to in Paragraph A be evaluated, patented and introduced into use in an effective manner and with due regard for the public interest;

and

D.

WHEREAS, COLLEGE further desires that any net income from these inventions be used to provide means for the advancement and extension of technical and scientific investigation, research, experimentation and education;

and

E. WHEREAS, RESEARCH is a corporation organized for the purpose of providing means for the advancement and extension of technical and scientific investigation, research and experimentation, no part of the net earnings of which inures to the benefit of any private shareholder or individual; and

F. WHEREAS, RESEARCH is prepared to evaluate such inventions, to obtain patents on selected ones of them, and to introduce them into use through its ownership of any patent

:

applications filed and patents issued on them and by issuing licenses to third parties:

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, the parties DO AGREE AS FOLLOWS:

I. COLLEGE's Duties:

COLLEGE agrees to:

(1) Arrange for the submission to RESEARCH of those inventions of members of its faculty, staff, fellows, associates, students, employees, and others covered by COLLEGE's patent policy, as COLLEGE may in its discretion determine should be evaluated by RESEARCH and administered under this agreement if accepted by RESEARCH.

(2) Recommend to members of its faculty, staff, fellows, associates, students, employees, or others covered by COLLEGE's patent policy, in such cases as COLLEGE may in its discretion determine, that they assign to RESEARCH those of the aforesaid inventions which RESEARCH shall have elected to accept under this agreement, together with patent rights thereon,