ALIEN TECHNOLOGY MASTER SALES AGREEMENT

Exhibit 10.33

CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP.

Agreement Number: Alien_______

ALIEN TECHNOLOGY MASTER SALES AGREEMENT

THIS MASTER SALES AND LICENSING AGREEMENT (“ Agreement ”) is entered as of the 16th day of December, 2002 (“ Effective Date ”) by and between The Gillette Company, a Delaware corporation with offices at the Prudential Tower Building in Boston, MA 02199 (“ Buyer ”), and Alien Technology Corporation, a Delaware corporation with offices at 18220 Butterfield Blvd., Morgan Hill, CA 95037 (“ Alien ”).

IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:

1.1 “ Next Financing ” shall mean the first equity financing transaction after the date hereof pursuant to which Alien raises at least $17,000,000 from persons and/or entities other than Buyer by selling and issuing, in one or more closings, one new series of its shares of its capital stock or instruments convertible into or exchangeable for, in one or more steps, one new series of shares of its capital stock; and “ Next Financing Securities ” shall mean the new series of security or securities issued in the Next Financing.

1.2 “ Products ” means Tags and Straps as defined below.

1.3 “ Strap ” means a radio frequency identification NanoBlock™ IC integrated circuit (“ IC ”), compliant with Specifications as defined below encapsulated in a plastic carrier (see Exhibit E attached hereto for the dimensions and other specifications of the carrier) that has been metalized to the pads of the IC such that the carrier may be readily attached to an antenna;

1.4 “ Tag ” means a Strap affixed to an antenna (usually but not necessarily printed or manufactured separately from the strap) and incorporating a self-adhesive backing. The antenna contemplated by the parties for eventual use is to be approximately one inch by three inch square (1” x 3”). The parties acknowledge that Gillette is presently working with antennas which are approximately 4 3/8” x 2” and 3 1/2” x 3 1/2” and that there will be no additional charge associated with the use of these antenna sizes. Nonstandard antenna designs or antenna sizes other than that contemplated by the parties may result in somewhat higher pricing (see Exhibit F for examples of standard antenna designs).

1.5 “ Specifications ” means in the case of Straps or Tags the most recently released and published version of the Auto ID Center Class 1 specification, an advanced version of which is attached hereto as Exhibit C and which is reasonably expected by the parties to become finalized by the Auto ID Center by December 2002; provided however, that any changes in the Auto ID Center Class 1 specification may require up to one year for redesign of the NanoBlock™ IC integrated circuit before taking full force and effect as Specifications. If and when Auto ID Center compliance

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testing becomes available, Alien will ensure that Products provided to Buyer are tested and certified as Auto ID Center compliant. In the case of Straps see also Exhibit E regarding mechanical specifications.

1.6 “ Shipment Date ” means the date that Product leaves Alien’s or Alien’s subcontractor’s facility for distribution to Buyer or its designee.

2.1 Manufacturing . Alien shall sell to Buyer, and Buyer shall purchase from Alien, the Products on the terms and conditions set forth in this Agreement. The terms and conditions of this Agreement will control all sales of Products by Alien to Buyer, and any additional or different terms, whether oral or contained in any purchase orders, invoices or like documents will be of no effect.

2.2 Forecasts . On or before the first day of each calendar quarter during the term of this Agreement, Buyer shall provide to Alien a 12-month non-binding rolling forecast setting forth Buyer’s estimated supply requirements for each Product for each month of the forecast (each, a “ Forecast ”). Buyer acknowledges that while the Forecasts are non-binding, the Forecasts must reflect Buyer’s good faith estimate of its requirements for Products.

2.3 Purchase Orders . Buyer shall order Products by issuing written purchase orders that set forth, without limitation, the Agreement Number, units of Tags and units of Straps ordered, scheduled Shipment Dates, and destination (“ Purchase Orders ”). Alien shall ship Products in accordance with the Purchase Orders. Purchase Orders must be placed in accordance with the lead time restrictions in Section 2.4.

2.4 Lead Times . Buyer shall provide Alien with a minimum order lead time for the delivery of Products (i.e., the time between receipt of a Purchase Order by Alien and the scheduled Shipment Date) of no less than 90 days for Straps and 120 days for Tags. In each subsequent year, the Lead Times shall be reduced by not less than 15 days, but in no event shall a Lead Time be less than 7 days. Alien will use reasonable efforts to reduce these lead times as production volume increases and Alien gains experience with Buyer’s bill of materials (e.g., antennas for production volumes). So long as Buyer provides Alien with the minimum order lead time, Alien shall confirm the Shipment Date via written notice to Buyer of each Purchase Order within a reasonable time period after receipt. For those Purchase Orders for which Buyer fails to provide the minimum lead time: (a) Alien will not be obligated to accept the Purchase Order; but (b) in the event Alien does accept the Purchase Order, Alien shall use commercially reasonable efforts to fill the Purchase Order by the Shipment Date requested by Buyer.

2.5 Acceptance of Purchase Orders . Purchase Orders will be not deemed accepted by Alien unless accepted in writing by Alien. Alien shall not unreasonably reject any Purchase Order. Alien shall advise Buyer whether Alien has accepted or rejected each Purchase Order no later than 5 business days after receipt of the Purchase Order. Alien must accept Purchase Orders placed within the leads times provided that the cumulative quantities ordered for shipment in each calendar quarter

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were forecasted under Section 2.2 and do not exceed the Quarterly Quantity Commitments in Exhibit D.

2.6 Alien Quantity Commitments. Alien commits to supply, under the terms and conditions of this Agreement and specifically upon issuance and acceptance of a Purchase Order pursuant to this Agreement, the quantities of Product listed in Exhibit D for the calendar quarters listed (“ Quarterly Quantity Commitments ”). For those Purchase Orders that exceed the Quarterly Quantity Commitments for the applicable calendar quarter: (a) Alien will not be obligated to accept the Purchase Order; but (b) in the event Alien does accept the Purchase Order, Alien shall use commercially reasonable efforts to fill the Purchase Order.

2.7 Shipping . All Products must be suitably packed for shipment in Alien’s or Alien’s subcontractor’s standard containers, marked for shipment to Buyer’s address set forth above or to an address specified in the Purchase Order, and delivered to a carrier or forwarding agent chosen by Buyer. Should Buyer fail to designate a carrier or forwarding agent, Alien shall make the designation. Shipment will be F.O.B. Alien’s plant at Morgan Hill, CA (the “ Delivery Point ”), at which time risk of loss and title will pass to Buyer. All freight, insurance, and other shipping expenses from the Delivery Point, as well as any special packing expenses requested by Buyer, will be borne by Buyer.

2.8 Quality Control and Assurance. Alien shall perform such quality control and quality assurance tests and procedures as are required to ensure the Products meet the Specifications or as may be mutually agreed between the parties hereafter. Upon completion of the manufacture of each shipment lot of Products, Alien shall provide Buyer with a written report of the results of said quality control and quality assurance tests and procedures with respect to that shipment lot. It is understood that, for all purposes, Buyer may rely on said written report of results of quality control and quality assurance tests and procedures.

2.9 Qualification and Certification. Within 90 days of the Effective Date of this Agreement, Alien shall submit to Buyer for Buyer’s approval, which shall not be unreasonably withheld, conditioned or delayed, a “ Product Qualification and Certification Plan ” specifying the procedures, limits and responsibilities for the qualification and certification of Product designs to Specifications, including without limitation, hardware and software compliance and compatibility, environmental extremes, storage and operating life, and revision control. Buyer agrees to review and respond to Alien’s proposed Product Qualification and Certification Plan within 30 days of submission by Alien. If the Product Qualification and Certification Plan is initially rejected by Buyer, the parties shall cooperate in good faith to develop a mutually agreeable plan within 30 days of the rejection by Buyer. If the parties fail to agree on a mutually acceptable Plan within the 30 day period, either party may, at its option, terminate this Agreement. It is understood and agreed that any such plan will provide for certification by Alien of compliance with the Specification and at such time as it becomes available certification by the Auto ID Center.

2.10 Inspection and Acceptance . Within 90 days of the Effective Date of this Agreement, Alien shall submit to Buyer for Buyer’s approval, which shall not be unreasonably withheld, conditioned or delayed, an “ Incoming Acceptance Test Procedure ” specifying the test

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procedures, sample sizes, acceptance test limits and responsibilities for the incoming acceptance and inspection of Product, including without limitation, functional and mechanical testing and inspection. Buyer agrees to review and respond to Alien’s proposed Incoming Acceptance Test Procedure within 30 days of submission by Alien. If the Incoming Acceptance Test Procedure is initially rejected by Buyer, the parties shall cooperate in good faith to develop a mutually agreeable Plan within 30 days of the rejection by Buyer. If the parties fail to agree on a mutually acceptable Incoming Acceptance Test procedure within 30 days, either party may, at its option, terminate this Agreement. Buyer may, at its sole option inspect and test all Products in accordance with the Incoming Acceptance Test Procedure, and may refuse to accept Products that do not conform materially to the acceptance test limits for those Products at any time until 90 days after the Shipment Date. In the event that any Products are materially defective in materials or workmanship, Buyer may reject those Products by giving written notice to Alien before the expiration of the 90-day period, and Alien shall, at its expense and option (including shipping charges), replace the defective Products and redeliver conforming Products to Buyer or if replacement is not commercially practicable as determined in Alien’s sole discretion, Alien shall refund to Buyer the Purchase Price (as defined below) for the Products. Any Products not rejected in writing within the 90-day period are deemed accepted.

2.11 Deferral . Buyer may, at no charge, reschedule shipments of Products for any Purchase Order by notifying Alien not less than 30 days prior to the scheduled delivery date(s). The reschedule date is subject to the quantity and price limitations related to the Quarterly Quantity Commitment as provided in Section 2.6 and Exhibits B and D.

2.12 Cancellation . Buyer may, at no charge, cancel shipments of Products for any Purchase Order by notifying Alien not less than 60 days prior to the scheduled delivery. Alien shall endeavor to accommodate cancellations of less than ninety days notice.

2.13 Delay in Delivery . Alien shall notify Buyer promptly in writing in the event that the delivery of any Products under a Purchase Order will be delayed until after the scheduled Shipment Date. In the event that Alien’s delivery of any Products is delayed by more than 15 days after the scheduled Shipment Date, Alien shall expedite shipment of such Products at its own expense.

2.14 Allocation . Notwithstanding any other provision of this Agreement, in the event that Alien’s ability to supply Products is constrained such that the scheduled Shipment Date cannot be met, for any reason, including without limitation component availability, Alien shall deliver Products for all previously accepted Purchase Orders, but thereafter Alien may reduce the quantities of Products to be supplied to Buyer in accordance with Alien’s allocation policies. In the event such allocation is not a result of force majeure, Alien shall, at Buyer’s request, refund the Per Unit Deposit Rebate (as defined hereinafter) related to such quantities not delivered under this Section 2.12.

3.1 Price . The purchase price of the Products (“ Purchase Price ”) to Buyer will be as set forth in Exhibit B.

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3.2 Deposit . Fifteen (15) days prior to the reasonably expected date of the last closing of Alien’s Next Financing, Buyer shall deposit into an interest bearing escrow account, with the interest accruing to Buyer, [***] as a deposit toward the purchase of the Quarterly Quantity Commitments (the “ Deposit ”). The Deposit will be held in escrow until the date of the last closing of Alien’s Next Financing, at which time it shall be released to Alien’s account, and Alien shall deliver to Buyer a Warrant (in the form attached hereto as Exhibit J). The number of shares that may be purchased under the Warrant shall equal [***] divided by the Warrant Exercise Price, as defined in the Warrant. $0.0133 (the “ Per Unit Deposit Rebate ”) of the Deposit shall be applied to the Purchase Price of the Quarterly Quantity Commitments purchased by Buyer under this Agreement until the [***] has been exhausted. Except as expressly provided in this Agreement, including, without limitation, in Section 9.2(b) hereof, this Deposit is nonrefundable.

3.3 Payment . Alien shall submit an invoice to Buyer no sooner than the Shipment Date. The invoice must state the Purchase Price for all Products plus any freight, taxes, or other applicable costs paid by Alien to be reimbursed by Buyer. Buyer shall pay all invoices within 45 calendar days of receipt of invoice. Any payments due to Alien under this Agreement that are not paid within 5 days of the date the payments are due shall be subject to a service charge of 1% per month, calculated on the number of days that the payment is delinquent, or, if lower, the maximum charge permitted under applicable law. This Section 3.3 shall in no way limit any other remedies available to Alien. All payments by Buyer shall be made in U.S. Dollars .

3.4 Taxes . All prices described herein are exclusive of applicable excise, sales, use, and similar taxes and customs, duties, tariffs, and other import/export fees and taxes. Buyer shall reimburse Alien for all the taxes that are properly invoiced by Alien, or Buyer shall provide Alien with a properly executed tax exemption certificate. Taxes must appear as a separate item on Alien’s invoice.

Upon Alien’s receipt of the Deposit from Buyer under Section 3.2, Buyer is eligible to participate in Alien’s Early Customer Incentive Program on the terms and conditions detailed in Exhibit A.

Alien shall request from Buyer approval of any proposed modifications it intends to make that affect the form, fit, or function of the Products, unless the change is required by law in which case Alien shall give Buyer notice as reasonably practicable. Buyer shall respond to such request within 60 days of receipt. Approval by Buyer will not be unreasonably withheld.

6.1 Support . Alien shall provide, at no cost to Buyer, its standard, normal customer technical support. In addition, during the term of this Agreement, Alien agrees to provide to Buyer, at no additional cost, the support activities specified in Exhibit G. Support requirements beyond the

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normal customer technical support and the additional support activities specified in Exhibit G shall be provided by Alien to Buyer pursuant to separate written agreement between Alien and Buyer.

7.1 Warranty . Alien warrants that the Products will be materially free from defects in materials and workmanship and will conform materially to the applicable Specifications and other technical requirements agreed upon by the parties for 1 year after delivery to the Delivery Point.

7.2 Warranty Remedy . Alien shall, at its option and expense, replace any Product that is in breach of the warranty specified in Section 7.1 (each such Product referred to herein as “ Non-Complying ”) subject to Buyer’s notification of Alien that the Product is Non-Complying.

7.3 Warranty Procedures . Upon Alien’s request, made after Buyer’s notification that any particular Product is Non-Complying, Buyer shall ship to Alien the Non-Complying Product or make it available for inspection at Buyer’s facility. The transportation costs incurred in connection with the return and redelivery of Non-Complying Products shall be borne by Alien.

7.4 Exclusions . The warranties set forth in Section 7.1 will not apply to defects arising from: (i) misuse, theft, vandalism, fire, water, or other peril; (ii) alteration of or additions to the Products performed by personnel not certified by Alien to perform such alterations and additions; (iii) operation outside of environmental specifications by any party other than Alien; (iv) any use of the Products in a manner for which it was not designed or as not authorized under this Agreement; or (v) negligence on the part of Buyer, its employees, agents, consultants, or customers. It is understood and agreed that Buyer’s affixing to its products the Products in the normal, expected, and reasonable manner does not constitute an alteration of or addition to the Products for purposes of this Section 7.4.

7.5 Limitations . These warranties are solely for the benefit of Buyer.

7.6 Warranty . EXCEPT FOR THE WARRANTY EXPLICITLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SATISFACTORY QUALITY.

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8.1 Indemnity . Alien shall defend or at its option settle any lawsuit, action, or claim against Buyer alleging that any Product, when used in accordance with the restrictions in this Agreement and in the form delivered by Alien, infringes any existing patent (issued in the United States, European Union, Japan or any PCT country as of the Effective Date) or any copyright, trademark, or trade secret of any third party, and Alien shall pay any resulting third party damages, liabilities, and costs (including reasonable attorneys’ fees), subject to the following: Buyer shall provide Alien with: (i) prompt written notice of the claim or action; (ii) control and authority over the defense or settlement of the claim or action; and (iii) proper and full information and reasonable assistance to defend and/or settle the claim or action.

8.2 Remedy . In the event that any Product is held, or in Alien’s reasonable opinion, may be held to constitute an infringement as set forth in Section 8.1, Alien, at its option and expense, may: (i) obtain for Buyer the right to continue to use such Product as contemplated herein; or (ii) modify such Product so that it becomes non-infringing, but without altering the form, fit, and function of the Product; or (iii) replace such Products with functionally equivalent non-infringing Products. In such event and within a reasonably prompt time period after Alien has such actual knowledge, Alien shall provide notice to Buyer of such potential infringement.

8.3 Limitations . Notwithstanding the provisions of Section 10.1, Alien will have no liability for infringement claims arising from: (i) any physical combination of Products with other products not provided by Alien or manufactured or sold by Buyer or a third party, but not covering such Products standing alone; (ii) the modification of such Products unless such modification was made or authorized in writing by Alien, where such infringement would not have occurred but for such modifications; or (iii) compliance with Buyer’s specifications, designs, or instructions where such compliance cannot be performed without infringement.

8.4 Disclaimer . THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION OF ALIEN AND THE EXCLUSIVE REMEDY OF BUYER, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS. THE FOREGOING IS GIVEN TO BUYER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND ALIEN DISCLAIMS, ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS.

9.1 Term . This Agreement commences in effect on the Effective Date and continues in force for a period of 5 years, unless earlier terminated according to the terms of this Section 9. However, the Deposit may, under a separate written agreement, be applied to purchases from Alien by Buyer of Products after the termination of the Agreement.

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9.2 Termination .

(a) For Cause. Either party may, without penalty, terminate this Agreement or cancel any Purchase Order issued under this Agreement or portion thereof effective upon written notice to the other party if the other party materially breaches this Agreement, including without limitation by failure to pay any amounts due or breach of Sections 3.2 or 3.3, and the material breach remains uncured, if cure is possible, for 30 days following written notice of breach by the non-breaching party.

(b) Related to Next Financing.

(i) Buyer shall have the right, at its option and in its sole discretion, to terminate this Agreement immediately, without penalty for said termination, and receive an immediate refund of the Deposit (if previously paid), if Alien fails to raise at least $17,000,000, on or before June 30, 2003, from persons and/or entities other than Buyer by selling and issuing, in one or more closings, one new series of its shares of its capital stock or instruments convertible into or exchangeable for, in one or more steps, one new series of shares of its capital stock.

(ii) In addition, Buyer shall have the right, at its option and in its sole discretion, to terminate this Agreement immediately, without penalty for said termination, and receive an immediate refund of the Deposit (if previously paid), if the date of the last closing of Alien’s Next Financing occurs after June 30, 2003 and more than forty-five (45) days after the date on which Buyer makes the Deposit described in Section 3.2 hereof.

(iii) If Buyer elects not to terminate this Agreement pursuant to Section 9.2(b)(i) or Section 9.2(b)(ii) above, Alien shall have the right, at its option and in its sole discretion, to terminate this Agreement, without penalty for said termination, on the date of the last closing of Alien’s Next Financing if Buyer invests less than $1 million in the Next Financing Securities; provided, however, that this Section 9.2(b)(iii) shall terminate and be of no further force or effect if the date of the last closing of the Next Financing occurs after September 30, 2003. Should Alien exercise its right to terminate this Agreement pursuant to this Section 9.2(b)(iii), Alien shall return any remaining unapplied Deposit amounts (if previously paid) to Buyer on the date on which Alien elects to terminate this Agreement.

9.3 Effect of Termination or Expiration .

(a) In the event of a termination or expiration of this Agreement, the provisions of this Agreement will continue to apply to all Purchase Orders accepted by Alien prior to the effective date of the termination or expiration. Termination or expiration of this Agreement will not release either party from making payments due to the other party under the terms of this Agreement. The Deposit made by Buyer will survive termination of the Agreement and such deposit if not returnable upon such termination may be applied by Buyer against the purchase of products after the termination date under a separate written agreement. In addition, the provisions of Sections 1, 7.5, 7.6, 8.4, 9.3, 10, 11, and 12 will survive the termination of this Agreement for any reason.

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(b) If Buyer properly terminates this Agreement under any of Sections 2.9, 2.10, 3.2, 9.2(b)(i), 9.2(b)(ii) or 12.4, or terminates this Agreement pursuant to Section 9.2(a) because Alien (i) failed to deliver Quarterly Quantity Commitments ordered by Buyer by more than 20% per quarter for two or more consecutive quarters, or (ii) materially breaches this Agreement , Alien shall, upon Buyer’s request, return any remaining unapplied Deposit amounts to Buyer within 10 business days of receipt of the notice of termination by the appropriate party.

10.1 “ Confidential Information ” means any information disclosed by one party to the other either directly or indirectly pursuant to this Agreement that is confidential or proprietary information or trades secrets. Confidential Information shall include, without limitation, any information that is marked “Confidential,” “Proprietary,” or in some similar manner or that is clearly by its nature confidential. Confidential Information shall also include, without limitation, Alien’s or Buyer’s orders, pricing, product information, customer and supplier information, product or material specifications, systems, methods, and sales and marketing plans provided that such information has not previously been published or disclosed by its owner to third parties without any obligation of confidentiality. Notwithstanding the foregoing, Confidential Information shall also include the items set forth or described in Exhibit H. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except in connection with implementing this Agreement, and shall not disclose Confidential Information to any third party. This Section 10.1 will not apply to any Confidential Information that is or becomes generally known and available in the public domain through no fault of the receiver.

10.2 Notices . All proprietary notices incorporated in, marked on, or fixed to the Products or Documentation by Alien or any other third party prior to sale by Alien to Buyer must not be removed or obliterated by Buyer.

10.3 No Implied Licenses . No licenses are to be implied from any term or provision of this Agreement.

11.1 General Warranties . Each party represents and warrants that:

(a) it has the right to enter into this Agreement; it is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation; it has the corporate power and authority for, and has by all necessary corporate action authorized, the execution and delivery of this Agreement, and the performance of its obligations hereunder; and

(b) the execution, performance, and delivery of this Agreement by it will not conflict with or violate or result in any breach of, or constitute a default under, any contract, agreement, or other obligation of it.

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11.2 Limitation of Liability . EXCEPT FOR LIABILITY ARISING UNDER SECTION 10.1 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME, OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, SERVICES, OR TECHNOLOGY), ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE PARTY IS ADVISED OF THE POSSIBILITY OF THE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR LIABILITY ARISING UNDER SECTION 3 (PAYMENT) OR SECTION 10.1 (CONFIDENTIALITY), NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING LIABILITY FOR THIRD PARTY CLAIMS ARISING UNDER SECTION 8, WILL EXCEED [***].

12.1 Nonassignment/Binding Agreement . Except in the case of a transfer of all or substantially all of the assets of either party, neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party, which consent it shall not unreasonably withhold, condition or delay. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Buyer acknowledges and agrees that Alien may, in its sole option, use subcontractors to meet its obligations under this Agreement. In such event, Alien shall remain responsible for meeting all its obligations under this Agreement.

12.2 Independent Contractors . The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, or legal representative of the other for any purpose, and neither will have any right, power, or authority to create any obligation or responsibility or make any representation on behalf of the other.

12.3 Notices . Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate, or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, 3 business days after deposit in the mail as set forth above, or 1 day after delivery to an overnight air courier service.

12.4 Force Majeure . Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for any cessation, interruption or delay in the performance of its obligations hereunder if such cessation, interruption or delay is caused,