AMENDED AND RESTATED LICENSE AGREEMENT

CERTAIN INFORMATION INDICATED BY [* * *] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2.

Exhibit 10.1

AMENDED AND RESTATED LICENSE AGREEMENT

          THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is dated as of this 31 ^st day of December, 2004 by and between Innovex, Inc., having a place of business at 5540 Pioneer Creek Drive, Maple Plain, MN 55359 (hereinafter called “Innovex”) and Nikko Materials USA, Inc. (d/b/a Gould Electronics), having a place of business at 34929 Curtis Blvd., Eastlake, OH 44095-4001 (hereinafter called “Gould”). 

          WHEREAS, Innovex and Gould have entered into an Equipment and Inventory Purchase Agreement (the “Equipment and Inventory Purchase Agreement”), dated September 7, 2004, as amended on December 22, 2004, pursuant to which, as of the date hereof, Innovex purchased from Gould certain equipment specifically described in the Equipment and Inventory Purchase Agreement (the “Equipment”). 

          WHEREAS, on January 1, 2000, Innovex and Gould entered into a License Agreement (the “Original Agreement”).  This Agreement amends and restates the Original Agreement in its entirety.

          WHEREAS, Gould has Patents and certain know-how relating to adhesiveless flexible laminates. 

          WHEREAS, Gould has represented to Innovex that it has the right to grant a license under the Patents to make, use and sell any product described and claimed therein. 

          WHEREAS, Gould has represented to Innovex that the Patents were duly granted by the United States Patent and Trademark Office and are valid and enforceable. 

          WHEREAS, Gould desires to license to Innovex the Patents and all related know-how required to allow Innovex to produce the Covered Products (defined below) for Innovex’s own internal purposes and Innovex desires to obtain such license. 

          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1.        DEFINITIONS

Where used in this Agreement, the following terms will have the meaning attributed to them:

          1.1           Affiliates means any wholly-owned subsidiary of Innovex. 

          1.2           Effective Date means January 1, 2005. 

CERTAIN INFORMATION INDICATED BY [* * *] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2.

          1.3           Covered Products means any adhesiveless flexible laminate film material that is covered by any claim under the Patents or that, prior to the Effective Date, was manufactured by Gould for Innovex or its Affiliates. 

          1.4           Know-How means all areas of technology existing as of the Effective Date related to the Covered Products, whether patentable or not, and relating to the manufacture of the Covered Products, including, without limitation, manufacturing processes, equipment specifications, design standards, controls, processes, systems, equipment and related technology. 

          1.5           Patents means:  (a) United States Patent No. 4,863,808 for COPPER-CHROMIUM-POLYMIDE COMPOSITE granted to Jerome S. Sallo and assigned to Gould on September 5, 1989; (b) United States Patent No. 5,685,970 for METHOD AND APPARATUS FOR SEQUENTIALLY METALIZED POLYMERIC FILMS AND PRODUCTS MADE THEREBY granted to Thomas J. Ameen, Robert D. DeWitt, Peter Peckham, Ronald K. Haines and Adam G. Bay (“ Ameen, et al. ”) and assigned to Gould on November 11, 1997; (c) United States Patent No. 6,224,722 for METHOD AND APPARATUS FOR SEQUENTIALLY METALIZING POLYMERIC FILMS AND PRODUCTS MADE THEREBY granted to Ameen, et al. and assigned to Gould on May 1, 2001; (d) United States Patent No. 5,716,502 for METHOD AND APPARATUS FOR SEQUENTIALLY METALIZING POLYMERIC FILMS AND PRODUCT MADE THEREBY granted to Ameen, et al. and assigned to Gould on February 10, 1998; (e) United States Patent No. 5,681,443 for METHOD FOR FORMING PRINTED CIRCUITS granted to Ameen, et al. and assigned to Gould on October 28, 1997; and (f) United States Patent No. 5,944,965 for METHOD AND APPARATUS FOR SEQUENTIALLY METALIZING POLYMERIC FILMS AND PRODUCTS MADE THEREBY granted to Ameen, et al. and assigned to Gould on August 31, 1999.  The Patents include all continuations and divisional patent applications related to the foregoing and all patents issued thereon, including corresponding foreign patents and patent applications, existing as of the Effective Date. 

2.        LICENSE

          2.1          Gould hereby grants to Innovex and its Affiliates a perpetual, worldwide, royalty-bearing (subject to Section 3.1), irrevocable, non-exclusive license under the Patents and Know-How to make the Covered Products and use the Covered Products so made solely for its own internal purposes in the fabrication of circuits and to sell, market and distribute by any means whatsoever circuitry products that include the Covered Products as component parts thereof. 

3.        COMPENSATION - ROYALTIES

          3.1          Subject to the terms of Section 5.1, Innovex shall pay Gould a royalty of  [*  *  *] per square foot of all finished Covered Products, excluding scrap, manufactured by Innovex or its Affiliates from the Effective Date until December 31, 2009 (the “Royalty Period”). 

2

CERTAIN INFORMATION INDICATED BY [* * *] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2.

          3.2          Within 45 days following the end of each quarter during the Royalty Period, Innovex shall submit to Gould royalty payments and a report that specifies the square feet area of finished Covered Products manufactured during the previous quarter by Innovex. 

          3.3          At reasonable times, to occur no more frequently than semi-annually, with due notice and at its own expense, Gould or its designee is entitled to access the records maintained by Innovex for inspection, audit and review.  Innovex shall permit such examination and make appropriate adjustments as may be required to reflect the results of any and all audits.  In the event that a discrepancy is discovered between the audit results and the information reported by Innovex, the parties agree to the following terms: 

4.        INFORMATION

          4.1          For a period of six months from and after the Effective Date, Gould will provide reasonable access to its technical personnel and, to the extent not provided on or before the Effective Date, will furnish Innovex with drawings, specifications, layouts and such other written, oral and machine-readable information as Gould has available relating to the formulation, raw material specifications and process specifications for the Covered Products as of the Effective Date. 

5.        TERMINATION

          5.1          If any of the Patents expire or are challenged and declared invalid by a court of competent jurisdi