Exhibit 2028
`Bradium Technologies LLC - patent owner
`Microsoft Corporation - petitioner
`IPR2016-00448
`
`1
`
`

`
`1.
`
`1.}
`
`DEFINITIONS & GENERAL TERMS
`
`In this Agreement unless the context shall otherwise require the foliowing words and
`expressions shall have the following meanings:
`"Advance"
`shall have the meaning ascribed to it
`(given in page 21)
`
`in paragraph I of Annex B
`
`"Agreement"
`
`means this agreement, as amended, revised, modified. supplemented.
`notated or otherwise altered from time to time
`
`"Approved Program
`Plan"
`
`means the approved program plan set forth in Annex C (given in
`page 21 J
`
`"Approved Project
`Budget"
`
`means the approved project budget set forth in Annex A (given in
`page 15 — 20)
`
`"Grant"
`
`"Gross Sales"
`
`"Innovation"
`
`"Other Sums"
`
`"Projected
`Expenditure"
`
`"Proposal"
`
`shall have the meaning ascribed to it in Clause 2.1 (p. 3)
`
`shall have the meaning ascribed to it in Clause 3.2 (p. 4) _,
`-v‘_-Li
`
`means any products, processes, inventions, technology, discoveries.
`improvements, modifications, methods, software, specifications, or
`any form of technical
`information developed or arising from the
`Proposal.
`
`means any sums of money other than the Grant actually awarded to
`the Participants by KORIL.-RDF in connection with the subject
`matter of the Proposal
`
`means the aggregate of all dollar figures under the heading "Cost To
`Project" in the Approved Project Budget, as contained in Annex A,
`for both 3DVU, LTD. and DAEWOO PRECISION INDUSTRIES
`CO., LTD. as may be amended from time to time.
`
`means the Proposal, dated the Jan 31st. 2005. stamped with KORll.-
`RDF’s approval on the May 22"", 2005, as set fo]f_tlj,_in Schedule I.
`For the avoidance of doubt, should any provision of't'lie"i;aid Proposal
`be inconsistent with any other provision of this Agreement.
`the
`provisions otherwise set forth in this document shall prevail.
`
`"Qualifying Cost"
`
`figure as
`the dollar
`in relation to each Qualifying Item,
`means,
`reflected opposite such Qualifying Item in the Approved Project
`Budget as contained in Annex A.
`
`"Qualifying Item"
`
`means the item as listed under the heading "Qualifying Item" in the
`Approved Project Budget, as contained in Annex A.
`
`"Repayment Rate"
`
`shall have the meaning ascribed to it in Clause 3.l(a) whichever is
`applicable.
`
`
`
`2
`
`

`
`(a)
`
`(b)
`
`(c)
`
`(cl)
`
`(e)
`
`1.3
`
`1.4
`
`l.5
`
`2.
`
`2.1
`
`2.2
`
`2.3
`
`2.4
`
`"KORlL—RDF’s
`Pro rata share"
`
`means the percentage of the actual expenditures of the project in the
`implementation of the Proposal which KORlL—RDF provides under
`this Agreement
`
`I
`'
`
`any reference to any statute or statutory provision includes a reference to that statute or
`statutory provision as from time to time amended, extended, consolidated or replaced by
`the same and any regulations, instruments or subordinate legislation made there under:
`any reference in this Agreement to “writing” or cognate expressions includes a reference
`to telex, cable, facsimile transmission or comparable means ofconnnunication;
`, words importing the singular number shall
`include the plural and vice versa, words
`importing the masculine shall include the felninine and neuter gender and vice versa, and
`words importing persons shall include bodies corporate, unincorporated associations and
`partnerships;
`reference to Clauses, Schedules and Recitals are reference to Clauses, Schedules and
`Recitals ofthis Agreement; and
`the headings to the Clauses and paragraphs are inserted for ease of reference only and
`shall not affect the interpretation thereof or of this Agreement.
`
`The Recitals, Schedules and the Annexes to this Agreement are incorporated into _a_nd
`form an integral part of this Agreement.
`'
`‘*'
`
`The Participants shall be bound and obligedjointly and severally and any reference to
`the obligations and liabilities of the Participant(s) shall mean the joint and several
`obligations and liabilities of the Participants, as herein provided.
`
`The Chief Executive of KORIL-RDF is empowered by its Board of Directors to
`execute this Agreement and to perform all acts under the terms hereof on behalf of
`KORIL-RDF.
`
`PROJECT FINANCING
`
`KORJL-RDF hereby agrees to fund the implementation of the Proposal by the
`Participants by providing a grant (the "Grant") of fifiy per cent. (50%) of the actual
`expenses incurred for each Qualifying Item up to fifty per cent.
`(50%) of the
`Qualifying Cost for such Qualifying Item, provided that in respect of all Qualifying
`Items, the aggregate amount of the Grant shall not exceed USD 362,907 or
`the
`Projected Expenditure, whichever is lesser.
`
`‘i
`
`'
`
`The Grant shall be provided to the Participants at the times as set forth in the manner as
`set forth in Annex B.
`
`The Participants shall bear the expenditures incurred for the implementation of the
`Proposal in a timely fashion in excess ofthose provided under the Grant.
`
`Notwithstanding anything above, KORIL-RDF shall have the right to revoke the award
`of the Grant andfor terminate this Agreement at any time if there shall have been any
`adverse material
`change (as
`reasonably determined by KORIL-RDF)
`in
`the
`implementation of the Proposal. In the event of any such revocation, the Participants
`shall forthwith return to KORIL-RDF any unexpended portion of the Advance. lf not
`repaid forthwith, such sum shall bear interest in accordance with Clause 3.9.
`
`3
`
`

`
`
`
`REPAYMENT OF GRANT
`
`Sale of products ofthe Innovation
`
`Bach Participant shall,jointly and severally, make payments to KORIL-RDF based on
`Gross Sales derived from the sale,
`leasing or other marketing or commercial
`exploitation of
`the
`Innovation,
`including
`service
`or maintenance
`contracts.
`commencing with the first such commercial transaction. Such payments shall be based
`on the following:
`
`The Participants may repay the Grant and any Other Sums in US Dollars at the rate of
`2.5% ("Repayment Rate“) per year of the Gross Sales for that year, until
`l(}0% of the
`Grant and Other Sums have been repaid.
`
`in the years
`in any amount
`The Participants may repay the Grant, and other sums.
`following the first commercial
`transaction as set out below, until
`the maximum
`percentages as stated below have been satisfied in which event no additional payments
`to KORIL—RDF on account of the Grant and Other Sums shall be required for that
`respective year, excepting interest payments that may be applicable to be repaid in
`accordance with clause 3.9
`K "'
`
`
`
`
`
`
`Commercial Transaction
`
`Other Sums to be Re aid
`
`Year 4
`
`
`
`
`
`The term "Gross Sales" shall mean the gross invoiced sales value of the products of
`any Innovation sold by the Participant. In the computation of the Gross Sales, no costs
`incurred by the Participant in the development, design, manufacture, sale, distribution
`or exploitation of the products shall be deducted from the Gross Sales.
`in any sale or
`disposal of any products of the Innovation or part thereof otherwise than in an arm's
`length transaction or otherwise than for money, the Gross Sales shall be the af&lf‘.,l'l’_lt1l'l(El
`value (if higher) of such products in the relevant country of sale or disposal. The ‘term
`"Gross Sales" shall also include all specific export incentives or bonuses paid to the
`Participant on account of sale of the products of Innovation for export, but shall not
`include sums paid for commissions, brokerage, value added and sales taxes on the sale
`of the finished product, or transportation and associated insurance costs, if same have
`been included in the gross sales price.
`
`Innovation shall be deemed to have been sold, marketed or otherwise
`The
`commercially exploited if the Innovation, or any improvement, modification or
`extension of it is put to the benefit ofa third party, whether directly or indirectly, and
`whether standing alone or
`incorporated into or co-joined with other hardware or
`processes, and for which benefit the said third party gives something of value. This
`provision shall not apply to transactions between the Participants or between the
`Participants and their parents or subsidiaries.
`Should such parent or subsidiary resell
`
`,
`
`@
`
`3.1
`
`(6)
`
`(b)
`
`3.2
`
`3.3
`
`
`
`4
`
`

`
`the Innovation separately identified or incorporated in a system, the Gross Sales price
`shall be the price to third parties from the parent or subsidiary making the sale, such
`Gross Sales price being defined by the same criteria as sales are defined for purposes
`of "Gross Sales" in Clause 3.2.
`
`3.4
`
`3.5
`
`If the Innovation is a part of a product sold, marketed or otherwise commercially
`exploited, the Gross Sales price for purposes of payments according to Clause 3 shall
`be the Gross Sales price of that product multiplied by a factor whose numerator is the
`manufacturing cost of the Innovation and whose denominator is the manufacturing cost
`of the product. Notwithstanding the aforesaid, if there shall have been established a
`market price for the Innovation, such price shall be the basis for payments according to
`Clause 3, notwithstanding the incorporation of the Innovation in another product.
`
`In the event a Participant obtains a patent in accordance with Clause 8 in respect of an
`Innovation and such patent
`is licensed to other third parties for the sales of any
`products embodying the Innovation or made by practicing the Innovation, unless such
`Participant is making payments to KORIL-RDF under the other sub-clauses of Clause
`3, the Participant Shall pay to KORIL—RDF a grant repayment on sales of such products,
`in accordance with Annex D.
`-'1 -', .5-
`
`3.6
`
`Assignment of technology or Innovation
`
`Should any portion of the Innovation or technology developed in whole or in part
`under this Agreement be assigned or sold outright to a third party, one-half of all
`proceeds of the assignment or sale as received by the Participants shall be applied to
`repay KORIL-RDF until
`there has been fiill repayment to KORIL-RDF of sums
`actually received by Participants hereunder, in equivalent dollars valued at time of
`repayment.
`
`3.?
`
`Licensing of technology or Innovation
`
`3.8
`
`3.9
`
`If any Innovation or any technology developed under this Agreement becomes the
`subject of any licensing, the Participant shall pay to KORIL-RDF a grant repayment in
`accordance with Annex E (given in page 22).
`
`All payments due to KORIL—RDF under this Agreement shall be calculated on a
`semiannual calendar basis, and statements, consistent with generall‘y"Tacc'epted
`accounting procedures and with the standard accounting procedures of the Participant
`and signed by an officer of the Participant, rendered with payment within 90 calendar
`days following the end of each semiannual period. Payments to KORJL-RDF under
`Clause 3 shall commence at the end of the semiannual period during which the first
`sale or commercialization was made.
`
`This Clause 3 shall survive termination of this Agreement, and to the extent of any
`obligation to make royalty payments under this Agreement, such obligation shall
`continue for the life of the last~to-expire patent issued on any invention made in whole
`or in part arising from the implementation of the Proposal. All payments due to
`KORJL-RDF and not paid by the participants under this Agreement shall bear interest
`at
`|% more than the average prime rate prevailing at Citibank, Seoul for the Korean
`participant, and 1% more than the average prime rate prevailing at Citibank, Tel Aviv
`
`<9
`
`5
`
`

`
`4.
`
`4.1
`
`4.2
`
`4.3
`
`4.4
`
`4.5
`
`for the Israeli participant, during the period from the date payment was due until the
`date payment is completed.
`
`CONDUCT OF THE PROJECT
`
`Each Participant agrees to implement the Proposal in accordance with good standards
`relevant
`to such undertakings, and shall expend funds received hereunder only in
`accordance with such Proposal and the requirements of this Agreement.
`
`Each Participant agrees to comply with the Approved Program Plan (Annex C, P. 21)
`for the Innovation in accordance with the Approved Program Plan. Each Participant
`shall,
`in furtherance of the implementation of the Proposal, carry out the tasks and
`contribute all necessary funds, resources and facilities for the implementation of the
`Proposal.
`
`3DVU ISRAEL (2000), LTD. hereby appoints Isaac Levanon as the Israel Project
`Manager and DAEWOO PRECISION INDUSTRIES CO., LTD. hereby appoints Q
`Kyung Che as the Korean Project Manager for the implementation of the project
`during the period of this Agreement and in accordance with the Approved Program Plan.
`"'4;
`
`The Participant shall not make substantial transfers of funds from one budget item to
`another, change key personnel or their duties and responsibilities or diminish their time
`allocated to the proposed work hereunder without prior written approval by KORIL-
`RDF, which approval shall not be unreasonably withheld.
`
`Should any key person be absent from his work or should such absence be expected for
`90 days or more, or should there be any significant reduction in the total personnel force
`assigned under the Proposal, the Participant shall forthwith notify KORIL-RDF.
`
`4.6
`
`Each Participant shall: -
`
`(a)
`
`(b)
`
`(e)
`
`co-operate in ensuring that the implementation of the Proposal is carried out
`on its part by properly qualified personnel;
`
`allowed
`authorized representatives of KORIL-RDF are
`procure that
`reasonable access to the work carried out by it
`in connection w‘it_h the
`Proposal and to the, records, accounts, reports and any form of dociinlentation
`relating to, and personnel
`involved in the implementation of the Proposal
`from time to time; and
`
`promptly notify KORIL-RDF if there is any unforeseen technical or scientific
`problem which is likely to cause a material delay or difficulty in achieving
`any of the objectives of the Proposal or result in any material increase in the
`costs ofimplementing the Proposal.
`
`4.’?
`
`If at any time the Participant believes that:-
`
`(a)
`
`there is no reasonable likelihood of success ofthe project ofthe Proposal;
`
`12’)
`
`6
`
`

`
`(b)
`
`(C)
`
`(d)
`
`substantial costs will have to be additionally incurred or amount of funding
`will have to be additionally provided to complete the implernentation of the
`Proposal;
`
`there has been a failure to achieve any of the material steps or milestones as
`set out in the Approved Program Plan and the Proposal; or
`
`the objectives of the Proposal have been substantially achieved by research
`outside the Proposal,
`
`KORIL-RDF and the Participants shall negotiate in good faith to re-define the Proposal or
`terminate this Agreement.
`
`5.
`
`5.1
`
`REPORTING REQUIREMENTS
`
`The Participant shall submit to KORIL-RDF, in writing, the following reports: -
`
`(i)
`
`(ii)
`
`First fiscal and technical reports within 30 days following Feb 28th. 2{]tl6_as
`per the expiration of the first interim segment of the project, which can begin
`no earlier than the date the proposal
`is
`received, as proposed by ‘the
`participants and approved by KORIL-RDF.
`i''‘‘''
`
`Final fiscal and technical reports within 60 days following revocation of the
`Grant or termination of this Agreement or completion of the implementation
`of the Proposal, whichever is earlier.
`
`Such reports shall be in form and substance as provided in Formats for Technical and Fiscal
`Reports, K.ORII..—RDF Information Handbook, Chapters IV. A. and B.
`
`The Participant shall give a presentation to KORIL-RDF on the fiscal and technical
`reports and on the progress of the implementation of the Proposal upon or as soon as
`practicable after the submission of the above reports to KORl.I..»RDF.
`The Participants shall provide, at its expense, briefings on the progress of the work
`hereunder within 45 days following request by KORIL-RDF. Such briefings shall
`accord with the form and depth as KORIL-RDP may reasonably request.
`
`PUBLICATIONS
`
`_
`
`.
`
`In any publication in scientific or technical journals of data or other information
`derived from the work under the Proposal, or any publication related to such work, but
`not
`including product
`literature or manuals,
`the support of KORIL-RDF shall be
`acknowledged.
`
`To the extent so required the Participants shall permit KORIL-FLDF free dissemination
`of such publications or information under Clause 6.l subject to the limitation of Clause
`7. The Participants shall be deemed hereby to waive any claim with respect to such
`dissemination for infringement of any copyright it may have or may obtain.
`
`furnish to KORIL-RDF two (2) copies of all publications
`The Participants shall
`resulting from KORIL-RDF-supported work as soon as possible after publication.
`
`5.2
`
`6.
`
`6.1
`
`6.2
`
`6.3
`
`.
`
`éb
`
`7
`
`

`
`PROPRIETARY INFORMATION
`
`Proprietary information, clearly identified as such, submitted to KORIL-RDF in the
`Proposal,
`in any report or verbally, or obtained by the observation of KOR|L—RDF
`personnel pursuant
`to any request or briefing, shall be treated by KORIL-RDF as
`confidential. At the request of either Participant, the parties may separately enter into
`a confidential disclosure agreement. The foregoing restriction shall not apply to:
`
`(3)
`
`information which at the time of disclosure is generally available to the
`
`7.
`
`7.1
`
`public;
`
`(b)
`
`(c)
`
`(d)
`
`(e)
`
`information which after disciosure becomes generally available to the public
`through no fault of KORIL-RDF;
`
`information which KORIL-RDF can show was in its possession prior to the
`disclosure and which was not acquired directly or
`indirectly from any
`Participant;
`
`information which l{OR.lL—RDF can show was received by it after the timeiof
`disclosure from any party without any obligation of confidentiality and wl_1__ich
`was not acquired directly or indirectly from any Participant(s); and
`' "'
`
`'
`
`information which KORIL-RDF is compelled by order of a court of
`competent jurisdiction or other authority having jurisdiction over l{ORIL-
`RDF to disclose.
`
`7.2
`
`7.3
`
`8.1
`
`9.1
`
`9.2
`
`The confidentiality obligations set out in this clause shall survive the termination of
`this Agreement.
`
`Nothing contained in this Clause 7" shall restrict the right of KORIL-RDF to make
`public the fact of KORIL-RDF's support for the project, and the identification of the
`Participants therein. The details of any such publication, however, shall be subject to
`approval by the Participants.
`
`PATENTS
`
`If either Participant elects to apply for letters patent on any or all inventions re_sr;ltii1g in
`whole or in part from the implementation of the Proposal, such Participant shalilfat its
`own expense, so apply in Korea and in Israel, and in such other countries and at such
`times, as it may deem appropriate.
`
`TERM, EXPIRATION & TERMINATION
`
`The effective date of this Agreement shall be the date of signing of this Agreement.
`Unless sooner terminated by KORIL-RDF hereunder, this Agreement shall continue to
`be binding until each Participant has compieted and settled all
`its obligations and
`liabilities under this Agreement.
`
`Notwithstanding Clause 9.1, KORIL-RDF may terminate the Agreement forthwith by
`written notice ("Termination Notice") to the Participants in any of the following
`circumstanees:-
`
`
`
`8
`
`

`
`(a)
`
`(b)
`
`if any Participant has committed any material breach of any of its obligations
`under this Agreement and (in the case of a breach which is capable of
`remedy) has failed to remedy the same within a period of thirty (30) days after
`receipt of written notice giving full particulars of the breach and requiring it
`to be remedied;
`
`if any Participant makes any arrangement or composition with its creditors or
`goes
`into
`liquidation (except
`for
`the purposes of amaiganiation or
`reconstruction in
`such manner
`that
`the company resulting tl1eI‘efroI11
`effectively agrees to be bound by or assume the obligations imposed on that
`Participant under this Agreement) or if an encumbranccr takes possession of.
`or a receiver or administrative receiver is appointed over, the whole or any
`substantial part of the property or assets of such Participant; or
`
`(c)
`
`if any Participant ceases, or threatens to cease, to carry on business.
`
`In the event of any such notice, the Participants shall cease to have any rights of any
`kind to the funding provided by KORIL-RDF.
`
`to the contrary, onifihe
`Notwithstanding any other provision in this Agreement
`occurrence of the event stated under Clause 9.2(a), KORIL-RDF shall not be obliged to
`provide any further funding of the Grant afier the issue of the Termination Notice until
`and unless the said default is cured and so demonstrated to the reasonable satisfaction of
`K.ORIL—RDF.
`
`The Participant may not terminate this Agreement or abandon the project under the
`Proposal without the prior written consent of KORIL-RDF, which consent shall not be
`unreasonably withheld.
`
`If upon termination of this Agreement for any reason, the budgeted sum has not been
`fully expended, the Participants shall forthwith return to KORIL-RDF such l(0RlL-
`RDF's pro rata share of such unexpended portion. If not repaid forthwith, such sum
`shall bear interest in accordance with Clause 3.9.
`
`Termination of this Agreement shall be without prejudice to any rights or remedies
`available or accrued to any ofthe parties at the time ofterinination, or which th_e‘r_e{after
`may accrue.
`' "i "i"
`
`9.3
`
`9.4
`
`9.5
`
`9.6
`
`10.
`
`FIN AN CIAL RECORDS
`
`10.1
`
`10.2
`
`Each Participant shall maintain the business and financiai records and books of account
`for the work hereunder separate and apart from other business records of the Participant.
`Such books and records shall be in the usual and accepted form in accordance with
`standard accounting practices ofthe applicablejurisdictions.
`
`Books and records of the work hereunder shall show the Participant's‘contribution.
`Upon request by KORIL-RDF, the Participant shall provide evidence of his compliance
`hereunder.
`
`
`
`9
`
`

`
`
`
`l0.3
`
`KORIL-RDF may examine, or cause to be examined, the financial books, vouchers,
`records and any other documents of the Participant relating to this Agreement at
`reasonable times and intervals during the term of this Agreement and for the period of
`[one (I )] year following termination, or for so long as payments under Clause 3 are due.
`or may become due KORIL-RDF, whichever shall be the later.
`
`10.4
`
`The audited accounts of each Participant and the reports by the auditors of the
`Participant shall be submitted to KORIL-RDF within 30 days of receipt of the audited
`accounts by the Participant.
`
`11.
`
`SUITS AGAINST KORIL-RDF
`
`11.]
`
`11.2
`
`its officers or
`Each Participant shall defend all suits brought against KORIL—RDF,
`personnel, indemnify them for all liabilities and costs and otherwise hold them harmless
`on account of any and all claims, actions, suits, proceedings and the like arising out of,
`or connected with or resulting from the performance of this Agreement by the
`Participants, or from the manufacture, sales, distribution or use by the Participants of
`the Innovation, whether brought by the Participant(s) or its personnel or by third parties.
`
`Each Participant agrees that persons employed by it in connection with the research
`project shall be deemed to be solely its own employees and that no relationshiphof
`master and servant shall be created between such employees and KORIL.-RDF, either
`for purposes of tort liability, social benefits, or for any other purpose. Each Participant
`shall indemnify KORIL-RDF and hold it harmless from court costs and legal fees, and
`for any payment, which KORIL-RDF may be obliged to make on a cause of action
`based upon an employee-employer relationship as aforesaid.
`
`12.
`
`LIMITATIONS ON PAYMENTS
`
`12.1
`
`Notwithstanding anything to the contrary under this Agreement, the Participants’ total
`obligation hereunder (excluding the liability to pay interest under Clause 3.9} for
`payments to KORIL~RDF shall not exceed the Grant and Other Sums actually provided
`by KORIL-RDF to the Participants hereunder, in year dollars.
`
`13.
`
`MISCELLANEOUS
`
`13.]. KORIL-RDF makes no representation, by virtue of its funding the work l1e_reLy_ider. or
`receiving payments or royalties as a result of this Agreement, as to the safely, liialiite or
`utility of the Innovation or the work undertaken, nor shall the fact of participation of
`KORIL-RDF, its funding or exercise of its rights hereunder be deemed an endorsement
`of the Innovation or of the Participants, nor shall the name of KORlL—RDF be used for
`any commercial purpose or be publicized in any way by the Participant except within
`the strict limits of this Agreement.
`
`l3.2.
`
`The Participant may not assign this Agreement or any of the work undertaken pursuant
`to it without the prior written consent of KORIL-RDF, which consent shall not be
`unreasonably withheld. The provisions hereof shall be binding upon and inure to the
`benefit ofthe parties, their successors and permitted assigns.
`
`13.3
`
`This Agreement shall be construed under the laws ofthe Republic of Korea. The forum
`for the resolution of any dispute arising from this Agreement shall be the State of Israel
`
`10
`
`10
`
`

`
`or the Republic of Korea as the moving party may elect. Execution of this Agreement
`shall be taken as submission to the forum selected pursuant to this Clause.
`
`13.4.
`
`13.5
`
`l3.6
`
`13.7
`
`Unless the parties to a dispute shall agree otherwise, the dispute shall be referred to
`arbitration under the rules of the Israel Arbitration Law ifthe forum is Israel, and under
`the Arbitration Rules of the Korean Commercial Arbitration Board if the forum is in
`
`Korea which rules are deemed to be incorporated by reference into this Clause. All
`arbitration proceedings shall be in the English language. The decision of the arbitrator
`shall be final and binding on all the parties.
`
`Each Participant undertakes to comply with all applicable laws, rules and regulations of
`the Republic of Korea, and those of the State of Israel, and will apply for and obtain all
`necessary licenses and permits for carrying out of its obligations hereunder.
`
`in
`Each party shall bear its own legal and other costs and expenses incurred by it
`connection with this Agreement. Under Israeli
`law, no stamp duty is required on
`KORIL-RDF Cooperation and Project Funding Agreements.
`
`Any demand, consent, notice or other communication ("notice") authorized or required
`to be made hereunder shall be in writing and may be given by facsimile, courier, post or
`hand to a party addressed as foltows: -
`' “
`
`a.
`
`b.
`
`c.
`
`KORIL-RDF, Korea-Israel Industrial Research and Development Foundation
`Korea Technologies Center (KOTECI-I ISF)
`701-7, Yeoksam~Dong, Gan gnam-Gu
`Seoul, Korea #156-71 1
`Facsimile
`
`82-2-6009-8254
`
`.
`
`Attn
`
`3DVU Israel (2000), LTD
`26A LEVI ES}-IKOL ST.,
`RAANANA 43703,
`REPUBLIC OF ISRAEL
`Facsimile
`'
`Attn
`
`:
`
`:
`:
`
`Mr. long Buhm Lee
`
`9??-9-7'46-4S'i'3
`Isaac Levanon
`
`DAEWOO PRECISION INDUSTRIES C0,, LTD.
`5 SONGJEONG-RI,
`GIJANG-GUN, BUSAN,
`REPUBLIC OF KOREA
`Facsimile
`
`.
`
`82-S l-508-3340
`
`Attn
`
`:
`
`Yong-Gu Kim
`
`or such other address as the recipient may designate by notice given in accordance with
`the provision of this Clause .
`
`A notice:
`
`(3)
`
`if delivered by facsimile transmission shall be deemed to be received on the date of
`transmission on production of a transmission report by the machine from which the
`
`
`
`II
`
`11
`
`11
`
`

`
`
`
`
`
`facsimile was sent which indicates that the notice was sent in its entirety to the facsimile
`number ofthe recipient;
`
`(ii)
`
`(iii)
`
`(iv)
`
`if delivered by courier, shall be deemed to be received upon receipt by the
`addressee;
`
`if sent by prepaid registered post (airmail, if appropriate), shall be deemed to
`have been received on the second day after the day on which it was posted if
`sent to an address within the country of posting and on the seventh day after
`the day on which it was posted if sent to an address outside the country of
`posting; and
`
`if delivered by hand during normal business hours on a business day, shall be
`deemed to be given on that day, or in any other case of hand deiivery, shall be
`deemed to be given on the business day following the date of delivery.
`
`13.8
`
`Nothing herein shall create a partnership, joint venture or agency between the parties.
`
`13.9
`
`this Agreement shall not be altered,
`Save as otherwise specifically provided herein,
`changed, supplemented or amended except by written instruments signed by all parties or
`their authorized representatives.
`J" "‘
`13.10 No remedy conferred by any of the provisions of this Agreement is intended to be
`exclusive of any other remedy which is otherwise available at law, in equity, by statute
`or otherwise, and each and every other remedy shall be cumulative and shall be in
`addition to every other remedy given hereunder or now or hereafter existing at iaw, in
`equity, by statute or otherwise. The election of any one or more of such remedies by a
`party shall not constitute a waiver by such party of the right to pursue any other
`available remedies.
`
`13.11 The provisions contained herein shall constitute the entire agreement between the
`parties with respect to the subject matter and the Schedule and Annexes. and shall
`supersede any pre-existing or other agreement, and merge all prior negotiations and
`discussions or any oral and written communications between the parties concerning the
`subject matter hereof. No party shall be bound by any statements,
`inducements.
`conditions, representations or warranties (whether oral or written) with respect to the
`subject matter hereof by any party or
`its agents or representatives other than as
`expressly set forth herein or subsequently set forth in writing executed by both_ parties
`hereto.
`"M
`
`13.12
`
`If any of the terms or provisions in this Agreement or the Schedules or Annexes shall
`be held to be illegal, invalid or unenforceable by any court of cornpetentjurisdiction. in
`whole or in part, it shall not invalidate the rest of this Agreement which shall remain
`full force and effect as if such terms or provisions had not been a part of this Agreement.
`Such terms or provisions held to be illegal, invalid or unenforceable by any court of
`competent jurisdiction in any state or city shall not affect their legality, validity and
`enforceability in other states or cities.
`,
`
`13.13 No failure to exercise and no delay in exercising on the part of the parties hereto any
`right, power or privilege hereunder shall operate as a waiver thereof nor shall any single
`or partial exercise of any right, power, or privilege preclude any other or further
`exercise thereof or the exercise of any other right, power or privilege.
`
`12
`
`(9
`
`12
`
`

`
`Any waiver by either party ofa breach of any provision of this Agreement shall not be
`considered as a waiver ofany subsequent breach of the same or any other provisions.
`
`13.14
`
`This Agreement may be signed in multiple counterparts, each of which is an original
`and all of which, taken together, constitutes one and the same instrument.
`
`13
`
`4}
`
`
`
`13
`
`

`
`IN WITNESS WHEREOF the parties have executed this Agreement the day and year first
`above written.
`
`Signed for and on behalfof
`KOREA-ISRAEL INDUSTRIAL RESEARCH
`AND DEVELOPMENT FOUNDATION
`
`Signed for and on behalf of
`3DVU Israel (2000), LTD.
`
`By: _T________
`Name: long Buhm Lee
`Title: Chief Executive
`
`.
`
`re’-um-r
`B .
`Name: Isaac Levanon
`Title: CEO
`
`Wu
`
`Signed for and on behalf of
`DAEWOO PRECISION INDUSTRIES CO., LTD.
`
`W" i“
`
`By:
`Name: Yong-Gu Kim
`Title: CEO
`
`
`
`14
`
`14
`
`

`
`
`
`
`
`ANNEX A ~ APPROVED PROJECT BUDGET
`
`DAEWOO PRECISION INDUSTRIES CO., LTD.
`
`Cost To
`
`Qualifying
`
`
`
`
`16,000
`
`20 000
`
`
`
`
`
`35
`
`‘ «M4000
`42 - 12.500
`' 1
`
`“II: on project {direct
`iabor)
`
`5 I
`15
`
`42
`
`45
`
`40 Fflu‘
`
`40
`
`
` Project Manager (Che Hokyung)
`
`Gross
`
`
`
`Project Leader (Keum Changyeari}
`
`
`
`Senior Software Engineer1(Kim Cheolrnin}
`
`Software Engineer 1 (Che! Jeongho)
`
`
`
`40.000
`
`
`
`Software Engineer 2 (Jeong Minsu)
`
`40,000
`
`Senior G18 Engineer {Kim Changheum)
`
`50,000
`
`G18 Engineer (Choi Jinwoeng)
`
`GIS Operator ‘I (Jung Mina)
`
`GIS Operator 2 (Jung Deuksim)
`
`
`
`Hardware Engineer 2 (Park Soohyung}
`
`
`40 -
`
`
`
`24500
`
`11500
`
`_I_
`01
`
`
`
`3 000
`
`3621300
`
`
`
`4 000
`
`256,800
`
`317,500
`
`
`
`
`Trace 32JTAG
`GDE Driver V2.0
`
`
`
`12,000 i
`20.000
`
`
`1.500
`
`2. 500
`
`
`
`
`
`15
`
`
`42
`GIS Operator 4 (Kang June)
`HardwareEngineer1 (KimYounha)
`45
`35
`Senior Hardware Engineer (Kim Dongshi}
`
`
`
`
`
`
`
`
`Senior Env. Test Engineer(Phyo Hyungchang)
`
`
`
`
`Env. Test Engineer (Park Seungyong)
`
`40,000
`
`
`
`Total Direct Labor
`
`Overheads (OIH) @, 25%
`
`TOTAL DIRECT LABOUR & O/H
`II. EQUIPMENTS
`
`0
`
`15
`
`

`
`
`
`
`
`
`
`
`
`
`
`MPC52U0 Light Board
`
`
`
`
`
`Test Vehicle
`
`TO TAL EQUIPMENT
`III. EXPENDABLE
`MATERIALS 8. SUPPLIES
`see Attachment I
`
`Hardware Elements
`
`QNX with BSP
`C—L gm{Da"-mgmm P53'
`
`2
`
`m—l
`
`_A 01
`
`
`
`- 7:500
`
`Materials for Test
`
`Fuel for Filed Test
`
`Materials for Vehicle Test
`TOTAL EXPENDABLE MA TERIALS 8.
`SUPPLIES
`
`2 (fiodays)
`
`# of man
`
`
`
`1-
`
`@
`1Zj
`1
`
`VII. OTHER EXPENSES
`
`Cost on Car Maintenance
`
`Road Toll
`
` 2.000
`
`2 .000
`
`1 .200
`
`1 .300
`
`TOTAL OTHERS
`
`Total Budget Expenditure
`
`General 8. Administrative Expenses @
`5% company budget
`
`TOTAL BUDGET
`
`614 596
`
`453.375
`
`—lTU...
`
`
`
`
`
`
`
`16
`
`16
`
`16
`
`

`
`