EXCLUSIVE PATENT LICENSE AGREEMENT

Exclusive Patent License Agreement between BOULERNE and MAURY EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN BOULERNE AND MAURY ARTICLE 1: WITNESSETH ARTICLE 2: DEFINITIONS ARTICLE 3: EFFECTIVE DATE ARTICLE 4: LICENSE GRANT ARTICLE 5: ASSIGNMENT ARTICLE 6: SUBLICENSING ARTICLE 7: ROYALTIES AND PAYMENTS ARTICLE 8: TERM AND TERMINATION OF AGREEMENT ARTICLE 9: MARKING ARTICLE 10: RECORD KEEPING ARTICLE 11: REPORTS ARTICLE 12: AUDIT RIGHTS ARTICLE 13: PATENT FILING, PROSECUTION, AND MAINTENANCE ARTICLE 14: PATENT INFRINGEMENT ARTICLE 15: DISCLAIMER OF WARRANTIES ARTICLE 16: INDEMNITY ARTICLE 17: DISPUTE OR BREACH ARTICLE 18: INDEPENDENT ENTITIES ARTICLE 19: DUE DILIGENCE ARTICLE 20: ENTIRE AGREEMENT ARTICLE 21: MODIFICATIONS OF THIS AGREEMENT ARTICLE 22: NOTICES ARTICLE 23: IMPROVEMENTS ARTICLE 24: INSURANCE ARTICLE 25: UNITED STATES MANUFACTURE ARTICLE 26: GOVERNING LAW ARTICLE 27: GENERAL ARTICLE 28: POINTS OF CONTACT CONFIDENTIAL - Page 1 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY This Agreement is made and entered into by and between: BOULERNE PHILIPPE, 6980 LACROIX, MONTREAL, PQ, H4E 2V3, CANADA or its designated official and legal successors (hereinafter BOULERNE); and MAURY MICROWAVE CORPORATION, having offices at 2900 INLAND EMPIRE BOULEVARD, ONTARIO, CALIFORNIA 91764 USA (hereinafter MAURY). ARTICLE 1: WITNESSETH WHEREAS, BOULERNE is inventor and owner of his entire right, title and interest in United States Patent Application Serial Number 10/894,080 filed 07/20/2004 titled: “Slide-screw tuner with single corrugated RF slug” and in the inventions described and claimed therein; and WHEREAS, MAURY desires to obtain an exclusive license in order to practice the LICENSED PATENTS covered by patent rights in the United States of America, and to manufacture and sell in the commercial market the products made in accordance therewith; and WHEREAS, BOULERNE wishes to grant such a license to MAURY in accordance with the terms of this Agreement; NOW, THEREFORE, the mutual covenants contained herein, intending to be bound by the terms and conditions of this License, agree as follows: ARTICLE 2: DEFINITIONS LICENSED PATENTS shall mean United States Patent Application Serial Number 10/894,080 filed 07/20/2004 titled: “Slide-screw tuner with single corrugated slug”. PATENT RIGHTS shall mean United States Patent Application Serial Number 10/894,080 filed 07/20/2004 titled: “Slide-screw tuner with single corrugated slug”, the inventions described and claimed therein, and any divisions, continuations, continuationsin-part to the extent the claims are directed to subject matter, patents issuing thereon or reissues thereof. LICENSED PRODUCTS shall mean products claimed in PATENT RIGHTS or products that incorporate, utilize or are made in accordance with or by means of LICENSED PATENTS. SALES shall mean the amount billed or invoiced on sales of LICENSED PRODUCTS. The term SALES shall include the amount billed or invoiced of the LICENSED PRODUCTS with the improvements. CONFIDENTIAL - Page 2 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY FIELD OF APPLICATION shall mean the area of radio-frequency, microwave and millimetric-wave device characterization for load-pull measurement system, noise measurement system and large signal vectorial network analyzer. CONSUMER PRICE INDEX shall mean the Consumer Price Index for All Urban Consumers as published by the Bureau of Labor Statistics of the U.S. Department of Labor. PARTY shall mean MAURY or BOULERNE. PARTIES shall mean MAURY and BOULERNE. ARTICLE 3: EFFECTIVE DATE 3.1. This Agreement is effective October 1, 2005. ARTICLE 4: LICENSE GRANT 4.1. BOULERNE hereby grants to MAURY and MAURY hereby accepts from BOULERNE, during the term and subject to the terms and conditions hereof, an exclusive non-transferable non-sublicensable license in the FIELD OF APPLICATION under PATENT RIGHTS to make and have made, to use and have used, to sell and have sold the LICENSED PRODUCTS. 4.2. In order to provide MAURY with exclusivity, BOULERNE agrees not to grant licenses under PATENT RIGHTS in the FIELD OF APPLICATION to any other third party. ARTICLE 5: ASSIGNMENT 5.1. The rights, PATENT RIGHTS and licenses granted by BOULERNE in this Agreement are specific to MAURY and may not be assigned or otherwise transferred to any third party. 5.2. Any attempted assignment or transfer shall be null and void and shall automatically and immediately terminate all rights and PATENT RIGHTS to MAURY under this Agreement. ARTICLE 6: SUBLICENSING CONFIDENTIAL - Page 3 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 6.1. MAURY may not grant any sublicenses under this Agreement. 6.2. Any attempted of sublicensing shall be null and void and shall automatically and immediately terminate all rights and PATENT RIGHTS to MAURY under this Agreement. ARTICLE 7: ROYALTIES AND PAYMENTS 7.1. In consideration of rights granted by BOULERNE to MAURY in Article 4 under this Agreement, MAURY will pay BOULERNE the followings: (i) A non-refundable non-creditable annual license reissue fee in the amount of one hundred and twenty thousands U.S. dollars ($120,000.00), due and payable at the EFFECTIVE DATE and on each anniversary of the EFFECTIVE DATE in order to keep this Agreement in full force and order. This annual license reissue fee will be adjusted for inflation every year accordingly to the CONSUMER PRICE INDEX; and A running royalty equal to 4.2% of SALES for LICENSED PRODUCTS payable quarterly; Royalty payable by MAURY hereunder shall be deemed to accrue and be payable to BOULERNE at the end of the calendar quarter on which MAURY make shipment of the LICENSED PRODUCTS to the customer; and A minimum annual royalty fee of eighty thousands US dollars ($80,000.00), whether LICENSED PRODUCTS are sold or not. This minimum annual royalty fee will be adjusted for inflation every year accordingly to the CONSUMER PRICE INDEX. This minimum annual royalty fee payment will be divided in four (4) equal payments due quarterly, on the end of each calendar quarter, on March 31, June 30, September 30 and December 31. These payments are creditable against earned royalties for that calendar year. (ii) (iii) 7.2. All payments required under this Agreement shall be due within thirty (30) calendar days of written notice hereunder. 7.3. In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the tenth day following the due date thereof, calculated at the rate of one and one-half percent (1.5%) per month on the date said payment is due, the interest being compounded on the last day of each calendar quarter. Each such payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of BOULERNE to seek another remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment. CONFIDENTIAL - Page 4 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 7.4. All amounts payable here to BOULERNE by MAURY must be paid in United States funds by check or bank draft drawn on a United States bank, without deductions for assessments, fees, or charges of any kind. Checks must be payable to “Philippe BOULERNE” or its designated official and legal successors. 7.5. All payments shall be sent to the address listed in Article 25. ARTICLE 8: TERM AND TERMINATION OF AGREEMENT 8.1. This Agreement shall become effective as of the Effective Date (Article 3) and shall expire on the expiration date of the last to expire patents within PATENTS RIGHTS. 8.2. MAURY shall have the right to terminate this Agreement by giving ninety (90) days advance written notice to BOULERNE to that effect and paying a termination fee of $20,000.00. Upon termination, a final report shall be submitted and any royalty payments and reimbursed patent expenses due to BOULERNE become immediately payable. 8.3. This Agreement may be terminated by BOULERNE if: (i) MAURY becomes bankrupt or insolvent and/or if the business of MAURY is placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of MAURY or otherwise; or Upon thirty (30) days written notice from BOULERNE if MAURY breaches or defaults on its obligation to make payments in accordance with Article 7; or Upon thirty (30) days written notice from BOULERNE if MAURY breaches or defaults on its obligation to make reports in accordance with Article 11; or Upon ninety (90) days written notice if MAURY breaches or defaults on any other obligation under this Agreement, unless, before the end of the thirty (30) day period, MAURY has cured the default or breach and so notifies BOULERNE, stating the manner of the cure. (ii) (iii) (iv) 8.4. The failure of BOULERNE to exercise such right of termination, for non-payment of royalties / fees or otherwise, shall not be deemed to be a waiver of any right BOULERNE might have, nor shall such failure preclude BOULERNE from exercising or enforcing said right upon any subsequent failure by MAURY. 8.5. MAURY shall have the right during a period of six (6) months following the effective date of such termination to sell or otherwise dispose of the LICENSED PRODUCT existing at the time of such termination, and shall make a final report and payment of all royalties related thereto within sixty (60) days following the end of such period or the date of the final disposition of such inventory, whichever comes first. CONFIDENTIAL - Page 5 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 8.6. Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the PARTIES hereunder shall cease, except as follows: (i) BOULERNE’s right to receive or recover and MAURY’s obligation to pay royalties accrued or accruable for payment at the time of any termination; MAURY’s obligation to maintain records and BOULERNE’s right to conduct a final audit as provided in Article 10 of this Agreement; and Any cause or action or claim of BOULERNE, accrued or to accrue because of any breach or default by MAURY. (ii) (iii) 8.7. In the event of termination of this Agreement, all rights to the LICENSED PRODUCTS should revert to BOULERNE. 8.8. Termination of this Agreement to a LICENSED PRODUCT shall not alter the rights and obligations of the PARTIES to the remaining LICENSED PRODUCTS. ARTICLE 9: MARKING 9.1. MAURY must permanently and legibly mark with the serial number of the LICENSED PRODUCT each and every package or container in which the LICENSED PRODUCTS are used or sold by or for MAURY with marking of the notice of the patent numbers or “US Patent Pending”, as may be appropriate and with the filing date: ”FILED 07/20/2004”. ARTICLE 10: RECORD KEEPING 10.1. MAURY shall keep accurate and correct records of LICENSED PRODUCTS made, used or sold under this Agreement, appropriate to determine the amount of royalties due hereunder to BOULERNE. 10.2. Such records shall be retained for at least three (3) years following a given reporting period. 10.3. Such records shall be available during normal business hours for inspection by BOULERNE or by a Certified Public Accountant selected by BOULERNE for the sole purpose of verifying reports and payments hereunder. Such accountant shall not disclose to BOULERNE any information other than information relating to accuracy of reports and payments made under this Agreement. CONFIDENTIAL - Page 6 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY ARTICLE 11: REPORTS 11.1 Within 30 calendar days after March 31, June 30, September 30 and December 31, beginning immediately after the EFFECTIVE DATE, MAURY must deliver to BOULERNE a true, accurate and precise written report, even if no sales of LICENSED PRODUCTS are to be reported during the preceding three (3) calendar months. 11.2. This report will include at least: (i) All LICENSED PRODUCTS with corresponding models and serial numbers that has been manufactured by MAURY; All LICENSED PRODUCTS with corresponding models and serial numbers that has been sold by MAURY; MAURY’s SALES for LICENSED PRODUCTS; The total royalties computed and due to BOULERNE. (ii) (iii) (iv) 11.3. All reports shall be sent to the address listed in Article 25. 11.4. Simultaneously with the delivery of each report, MAURY must pay to BOULERNE the minimum amount corresponding in Article 7, due for the period of each report or such greater amount that may be due. ARTICLE 12: AUDIT RIGHTS 12.1. The records described in Articles 8 and 9 shall be available for audit by BOULERNE, or by an authorized representative of BOULERNE, at all reasonable times and for the three (3) calendar years thereafter. In addition, MAURY shall permit inspection by BOULERNE, of MAURY’s manufacturing and assembly facilities and of MAURY’s inventory of LICENSED PRODUCTS, including parts, works-in-progress, and finished goods, during any audit by BOULERNE. 12.2. In the event that any such inspection shows an underreporting and underpayment in excess of two (2%) for any twelve (12) month period, then MAURY shall pay the cost of such examination as well as any additional sum that would have been payable to BOULERNE had MAURY reported correctly, plus interest. ARTICLE 13: PATENT FILING, PROSECUTION, AND MAINTENANCE CONFIDENTIAL - Page 7 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 13.1 MAURY shall reimburse BOULERNE fee all expenses BOULERNE has incurred for the preparation, filing, prosecution and maintenance of PATENT RIGHTS and shall reimburse BOULERNE for all future expenses upon receipt of invoices from BOULERNE. All payments required under this article shall be due within thirty (30) calendar days upon receipt of invoices. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1.5%) per month. 13.2. BOULERNE shall take responsibility for the preparation, filing, prosecution and maintenance of any and all patent applications and patents included in PATENT RIGHTS. 13.3. BOULERNE and MAURY shall cooperate fully in the preparation, filing, prosecution and maintenance of PATENT RIGHTS and all patents and patent applications licensed to MAURY hereunder. 13.4. If MAURY elects to no longer pay the expenses of a patent application or patent included with PATENT RIGHTS, MAURY shall notify BOULERNE not less than thirty (30) days prior to such action and shall thereby surrender its rights under such patent or patent application and MAURY losses the right to work the invention covered by the PATENT RIGHTS. ARTICLE 14: PATENT INFRINGEMENT 14.1. With respect to any PATENT RIGHTS under which MAURY is exclusively licensed pursuant to this Agreement, MAURY shall have the right to prosecute in its own name and at its own expense any infringement of such PATENT RIGHTS. 14.2. BOULERNE agrees to notify MAURY promptly of each infringement of such PATENT RIGHTS of which BOULERNE is or become aware. 14.3. If MAURY elects to sue for patent infringement, BOULERNE agrees to be named as nominal third party plaintiff if necessary to the commencement of any such action, and further agrees to provide any information available to BOULERNE and needed by MAURY in prosecuting such action. MAURY shall reimburse BOULERNE for any costs it incurs as part of an action brought by MAURY, irrespective of whether BOULERNE shall become a co-plaintiff. 14.4. BOULERNE shall not be liable for any losses incurred as the result of an action for infringement brought against MAURY as the result of MAURY’s exercise of any right granted under this Agreement. 14.5. In the event that MAURY elects not to exercise their right to prosecute an infringement of the PATENT RIGHTS pursuant to the above paragraphs within sixty (60) days of the date when MAURY became aware of the infingement, BOULERNE may do so at its own expense, controlling such action and retaining all recoveries therefrom. CONFIDENTIAL - Page 8 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 14.6. BOULERNE shall have no obligation to defend any action for infringement brought against MAURY by a third party. ARTICLE 15: DISCLAIMER OF WARRANTIES 15.1. Nothing in this agreement shall be construed as: (i) A warranty or representation by BOULERNE as to the validity or scope of any LICENSED PATENTS; or A warranty or representation that anything made, used or sold under the license granted in this agreement is or will be free from infringement of patents owned by third parties; or Conferring a right to use in advertising, publicity or otherwise the name of BOULERNE unless BOULERNE has specifically approved the same in writing. (ii) (iii) 15.2. BOULERNE expressly disclaims any and all implied or express warranties and makes no express or implied warranties of merchantability or fitness for any particular purpose of the LICENSED PATENTS. 15.3. Further, BOULERNE makes no representation that the LICENSED PATENTS are free from liability or patent infringement. 15.4. BOULERNE assumes no responsibilities whatever with respect to design, development, manufacture, use, sale or other disposition by MAURY of LICENSED PATENTS. The entire risk as to the design, development, manufacture, offering for sale, sale, or other disposition and performance of LICENSED PATENTS is assumed by MAURY. 15.5. MAURY represents and warrants as follows: (i) That MAURY has the full legal right, authority and power to enter into this Agreement; That MAURY will cooperate with BOULERNE for the protection of its rights in the LICENSED PATENTS and will furnish BOULERNE with any information that it may require in protecting the LICENSED PATENTS; MAURY undertakes not to do anything, directly or indirectly, to attack the validity of the inventions included in PATENT RIGHTS or of the patent or patents that issue. (ii) (iii) CONFIDENTIAL - Page 9 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 15.6. All warranties will survive termination of this Agreement. ARTICLE 16: INDEMNITY 16.1. EACH PARTY SHALL NOTIFY THE OTHER OF ANY CLAIM, LAWSUIT OR OTHER PROCEEDING RELATED TO THE LICENSED PATENTS. 16.2. MAURY AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS BOULERNE FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS OR OTHER PROCEEDINGS FILED OR OTHERWISE INSTITUTED AGAINST ANY OF THE INDEMNIFIED PARTIES RELATED DIRECTLY OR INDIRECTLY TO OR ARISING OUT OF THE DESIGN, PROCESS, MANUFACTURE OR USE BY ANY PERSON OR PARTY OF THE LICENSED PRODUCTS OR ANY OTHER EMBODIMENT OF THE SUBJECT TECHNOLOGY EVEN THOUGH SUCH BOULERNE CLAIMS AND THE COSTS (INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF ALL REASONABLE ATTORNEYS' FEES AND COSTS OF LITIGATION OR OTHER DEFENSE) RELATED THERETO RESULT IN WHOLE OR IN PART FROM THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES OR ARE BASED UPON DOCTRINES OF STRICT LIABILITY OR PRODUCT LIABILITY. MAURY WILL ALSO ASSUME RESPONSIBILITY FOR ALL COSTS AND EXPENSES RELATED TO SUCH BOULERNE CLAIMS FOR WHICH IT IS OBLIGATED TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS PARAGRAPH 16.2, INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF ALL REASONABLE ATTORNEYS' FEES AND COSTS OF LITIGATION OR OTHER DEFENSE. 16.3. MAURY agrees, at its own expense, to provide attorneys reasonably acceptable to BOULERNE to defend against any actions brought or filed against BOULERNE with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. 16.4. It shall be the sole responsibility of MAURY to ensure that any and all embodiments of the LICENSED PRODUCTS are safe under all circumstances. ARTICLE 17: DISPUTE OR BREACH 17.1. The PARTIES shall attempt to settle any controversy between them amicably. To this end, a representative from each PARTY shall consult and negotiate to reach a solution. The PARTIES agree that the period of amicable resolution shall toll any otherwise applicable statute of limitations. However, nothing in this clause shall preclude any PARTY from commencing mediation if said negotiations do not result in a signed written settlement agreement within thirty (30) days after written notice that these amicable resolution negotiations have commenced. CONFIDENTIAL - Page 10 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 17.2. Should a court of competent jurisdiction later consider any provision of this Agreement to be invalid, illegal, or unenforceable, it shall be considered severed from this Agreement. All other provisions, rights and obligations shall continue without regard to the severed provision, provided that the remaining provisions of this Agreement are in accordance with the intention of the PARTIES. 17.3. No waiver by a PARTY of any breach of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission on the part of a PARTY to exercise any right, power or privilege hereunder be deemed a waiver of such right, power or privilege. 17.4. No PARTY hereto shall be deemed to be in default of any provision of this Agreement, or for any failure in performance, resulting from acts or events beyond the reasonable control of such PARTY, such acts of God, acts of civil or military authority, civil disturbance, war, strikes, fires, power failures, natural catastrophes or other “force majeur” events. ARTICLE 18: INDEPENDENT ENTITIES 18.1. The relationship between the PARTIES is that of independent contractor and contractee. MAURY shall not be deemed to be an agent of BOULERNE in connection with the exercise of any rights hereunder, and shall not have any right or authority to assume or create any obligation or responsibility on behalf of BOULERNE. 18.2. The PARTIES are separate and independent entities. No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employeremployee relationship. ARTICLE 19: DUE DILIGENCE 19.1. MAURY, upon the execution of this Agreement, shall diligently proceed with the development, manufacture, and sale of LICENSED PRODUCTS and shall earnestly and with reasonable effort endeavor to market the same within a reasonable period of time after the Effective Date of this Agreement and in quantities sufficient to meet the market demands therefore. ARTICLE 20: ENTIRE AGREEMENT 20.1. This Agreement constitutes the final and entire agreement between the PARTIES for the LICENSED PATENTS, and supersedes all prior written agreements and any or contemporaneous oral understanding regarding the subject matter hereof. Any CONFIDENTIAL - Page 11 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY representation, promise or condition in connection with such subject matter which is not incorporated in this agreement shall not be binding on either PARTY. ARTICLE 21: MODIFICATIONS OF THIS AGREEMENT 21.1. BOULERNE and MAURY may mutually agree in writing only to modify this License Agreement and such modification should be signed by both PARTIES. ARTICLE 22: NOTICES 22.1. Every notice required or contemplated by this Agreement to be given either PARTY may be delivered in person or may be sent by courier, express mail, first-class postage prepaid mail, certified mail, or registered mail, addressed to the PARTY for whom it is intended, at the address specified in Article 26. ARTICLE 23: IMPROVEMENTS 23.1. In the event that MAURY effects any improvement, from time to time, in the invention included in the PATENT RIGHTS, MAURY must immediately inform BOULERNE of such an improvement. 23.2 In the event that this license agreement is terminated for any reasons prior to the expiry of the PATENT RIGHTS, BOULERNE shall have the full right to work the invention or to have the invention worked with the improvement without the need for any payment whatsoever to MAURY or to the successors, assigns or trustees of MAURY. ARTICLE 24: INSURANCE 24.1. MAURY shall for so long as MAURY manufactures, uses or sells any LICENSED PRODUCTS, maintain in full force and effect policies of: (i) (ii) worker’s compensation insurance within statutory limits; and employers’ liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence; and general liability insurance with limits of not less than twenty millions dollars ($20,000,000) per occurrence with an annual aggregate of forty millions dollars ($40,000,000); and (iii) CONFIDENTIAL - Page 12 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY (iv) products liability insurance, with limits of not less than twenty million dollars ($20,000,000) per occurrence with an annual aggregate of forty millions dollars ($40,000,000). 24.2. Such coverage(s) shall name BOULERNE as an additional insured. MAURY shall provide to BOULERNE copies of certificates of insurance within thirty (30) days after execution of this Agreement. Upon request by BOULERNE, MAURY shall provide to BOULERNE copies of said policies of insurance. It is the intention of the PARTIES hereto that MAURY shall, throughout the term of this Agreement, continuously and without interruption, maintain in force the required insurance coverages set forth in this Article. 24.3. Failure of MAURY to comply with this requirement shall constitute a default of MAURY allowing BOULERNE, at its option, to immediately terminate this Agreement. ARTICLE 25: UNITED STATES MANUFACTURE 25.1. MAURY agrees during the period of validity of this license Agreement that any LICENSED PRODUCTS produced by MAURY will be manufactured, assembled and tested in the United States of America. ARTICLE 26: GOVERNING LAW 26.1. This license agreement shall be interpreted and construed in accordance with the laws of Quebec, Canada, and the PARTIES agree that the courts of Quebec, Canada, shall have jurisdiction. 26.2. The scope and validity of any patent or patent application included in the license agreement will be governed by the applicable laws of the country of such patent or patent application. ARTICLE 27: GENERAL 27.1. EXPORT CONTROL LAWS: MAURY shall observe all applicable U.S. and foreign laws with respect to transfer of products and related technical data to foreign countries. ARTICLE 28: POINTS OF CONTACT CONFIDENTIAL - Page 13 of 14 Exclusive Patent License Agreement between BOULERNE and MAURY 28.1. The following individuals are designated as the points of contact for their respective PARTY. These points of contact are the principal representatives of the PARTIES involved in the performance of this Agreement. LICENSOR : BOULERNE Philippe 6980 LACROIX MONTREAL, PQ, H4E 2V3 CANADA LICENSEE : MAURY MICROWAVE CORPORATION President MAURY Marc 2900 INLAND EMPIRE BOULEVARD ONTARIO, CA, 91764 USA IN WITNESS WHEREOF, each of the PARTIES hereto have caused this agreement to be executed by its duly authorized representatives as of the Effective Date written above. Signed this ……day of ………….., 2005 LICENSEE Signed this 6 day of September, 2005 LICENSOR BOULERNE Philippe MAURY MICROWAVE CORPORATION By: MAURY Marc Title: President CONFIDENTIAL - Page 14 of 14