This License Agreement (“Agreement”) is made and entered into this 21 st of December, 2006 (the “Effective Date”), by and
between ACCELR8 TECHNOLOGY CORPORATION, a Colorado corporation, having its principal office at 7000 North
Broadway, Bldg. 3-307, Denver, CO 80221 (hereinafter “Accelr8”) and SCHOTT Jenaer Glas GMBH, having its principal office at
Otto-Schott-Strasse 13, 07745 Jena, Germany (hereinafter “Schott”). Accelr8 and Schott may be referred to herein individually as
a “Party” and collectively as the “Parties.”
Whereas, Accelr8 has developed proprietary surface chemistry and coating technology; and
WHEREAS , Schott desires to obtain a license to utilize such technology in a standard product that it will market and
distribute to certain markets, and Accelr8 so agrees, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein,
the Parties, intending to be legally bound, do hereby agree as follows:
ARTICLE 1. DEFINITIONS
As used herein, the following terms shall have the following meanings:
1.01 “Accelr8 Intellectual Property” means the Accelr8 Know-How and Accelr8 Patents.
1.02 “Accelr8 Know-How” means all tangible and intangible (a) techniques, technology, practices, trade secrets, inventions
(whether patentable or not), methods, processes (including manufacturing and quality control processes), knowledge,
know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and
results), analytical and quality control data, results or descriptions, software and algorithms, and (b) compounds,
compositions of matter, complexes and physical, biological or chemical material, which exist as of the Effective Date and
are related to Accelr8‘s proprietary surface chemistry and coating technology.
1.03 “Accelr8 Patents” means (a) those Patents and P