CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. TECHNOLOGY TRANSFER AND LICENSE AGREEMENT

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

1.1

“ALIEN” shall mean Alien Technology Corporation.

1.2

“ALIEN BACKGROUND INTELLECTUAL PROPERTY” shall mean published and unpublished research and development information, trade secrets, manufacturing methods, designs, processes, formulations, algorithms, engineering drawings and specifications, know-how, tooling and technical data owned or freely sublicenseable by ALIEN at the EFFECTIVE DATE of this Agreement and reasonably necessary to enable NDSU to design, test, use, and manufacture the products transferred as described in Section 4.3.

1.3

“ALIEN CORE TECHNOLOGY,” singular or plural, shall mean both LICENSED PATENTS and ALIEN BACKGROUND INTELLECTUAL PROPERTY.

1.4

“EFFECTIVE DATE” shall mean the date first written above.

1.5

“FULL PROJECT SCOPE OF WORK” means DMEA PRIME AWARD and all project or budgetary extensions, modifications or related DMEA awards arising therefrom .

1.6

“LICENSED PATENTS,” singular or plural, shall mean all U.S. patents and patent applications owned or freely sublicenseable by Alien identified and listed in Exhibit “A” together with all U.S. patent applications filed or still to be filed that draw priority from those patents listed on Exhibit A and all foreign counterparts.

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

1.7

“NDSU BACKGROUND INTELLECTUAL PROPERTY” shall mean published and unpublished research and development information, trade secrets, patents, patent applications, copyright, manufacturing methods, designs, processes, formulations, algorithms, engineering drawings and specifications, know-how, tooling and technical data owned or freely sublicensable by NDSU as of the EFFECTIVE DATE of this Agreement.

1.8

“RESEARCH PROGRAM” means research activities undertaken to fulfill the FULL PROJECT SCOPE OF WORK or this Agreement.

1.9

“SENSOR” shall mean a functional product that contains one or more transducers (each of which consists of a single or multi-part component that converts one or more forms of stimulus or energy into a signal), and that can transmit that signal through wireless or wired circuitry. The purpose of the SENSOR is to measure, by way of example and not limitation, a quantity of pressure, relative humidity, chemical composition, thermal energy, electromagnetic radiation, or acoustic energy. The signal produced by the transducer is typically electrical, although it may be carried by other means, including but not limited to, optical or magnetic. The signal may be transmitted by the SENSOR through a variety of means, including wireless (radio, microwave, infrared, etc. frequency) or wired (electrical or optical). In addition to signal transmission, the SENSOR may be capable of receiving signals from other sources, including other SENSORS. The SENSOR may be capable of independent internal processing of signals produced by transducer components within the SENSOR, and subsequent data or information processing and storage. For purposes of this Agreement, a tag that functions, in whole or part, in such a way that it competes or may compete, directly or indirectly, with ALIEN’s or its partner’s or licensee’s or customer’s or reseller’s radio frequency identification tag business is specifically excluded from the definition of SENSOR.

2.1

Close cooperation between the Parties in the conduct of the RESEARCH PROGRAM may require the disclosure by one Party (“DISCLOSING PARTY”) to the other Party (“RECEIVING PARTY”) of certain proprietary information (“CONFIDENTIAL INFORMATION”). CONFIDENTIAL INFORMATION means any and all inventions, discoveries, trade secrets, knowledge, know-how, practices, process or other information, machines, components, samples, or other tangible items, disclosed or submitted starting August 2, 2001 by DISCLOSING PARTY to the RECEIVING PARTY and clearly marked or identified as confidential. In order to be protected, CONFIDENTIAL INFORMATION disclosed orally or in other non-tangible forms, must be (a) identified orally as confidential at the time of disclosure, and (b) summarized in writing and identified as confidential, and (c) such writing must be delivered to the RECEIVING PARTY by the DISCLOSING PARTY within thirty (30) days of the disclosure that the DISCLOSING PARTY deems confidential.

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

2.2

The obligations of the RECEIVING PARTY to any such information will not apply, however, to information that:

A.

Is generally available to the public at the time of this disclosure; or

B.

Is rightfully known to or in the possession of the RECEIVING PARTY at the time of disclosure without restriction on its disclosure, as shown by competent written evidence; or

C.

Is obtained from a third person who insofar as is known rightfully received the information and is not prohibited from transmitting the information by a contractual, legal, or fiduciary obligation; or

D.

Through no act or omission of the RECEIVING PARTY, is or hereafter becomes part of the public domain; or

E.

The RECEIVING PARTY can prove by written record was developed independently and not based, in whole or in any part, on CONFIDENTIAL INFORMATION furnished by the DISCLOSING PARTY; or

F.

Is required to be disclosed by law or regulation, provided however that the Party subject to such disclosure requirement has provided written notice to the DISCLOSING PARTY promptly to enable the DISCLOSING PARTY to seek a protective order or otherwise prevent or limit disclosure of the CONFIDENTIAL INFORMATION.

2.3

Specific CONFIDENTIAL INFORMATION disclosed shall not be deemed to be available to the public or in any other party’s prior possession merely because it is embraced by more general information available to the public or in the other party’s possession.

2.4

Until such CONFIDENTIAL INFORMATION falls within an exception under Article 2.2, the RECEIVING PARTY will maintain in confidence and shall not disclose any and all CONFIDENTIAL INFORMATION received in connection with this Agreement. The RECEIVING PARTY shall not use any CONFIDENTIAL INFORMATION of the DISCLOSING PARTY except as required to perform the RESEARCH PROGRAM. Each Party shall use at least the same standard of care as it uses to protect its own CONFIDENTIAL INFORMATION, but in no event less than a reasonable standard of care, to ensure that each Party’s students, interns, employees, agents, and consultants do not disclose or make any unauthorized use of such CONFIDENTIAL INFORMATION. Any student, intern, employee, or consultant of the RECEIVING PARTY must be notified of the restrictions on the use of the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION and must agree in writing to be bound to terms at least as restrictive as under this Agreement. RECEIVING PARTY shall obtain signed NonDisclosure Agreements from its students, interns, employees, and consultants. Notwithstanding anything to the contrary expressed or implied elsewhere in this

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Agreement, DISCLOSING PARTY’s CONFIDENTIAL INFORMATION shall not be shared with nonemployees of a RECEIVING PARTY without the prior written consent of the DISCLOSING PARTY.

2.5

It is understood and agreed that CONFIDENTIAL INFORMATION may be shared with the United States government under appropriate confidentiality restrictions pursuant to the RESEARCH PROGRAM and the PRIME AWARD.

3.1

Subject to any limitations imposed by 35 U.S.C. §§ 200-209, any inventions arising out of or in connection with the RESEARCH PROGRAM first conceived or reduced to practice during the term of this Agreement solely by NDSU personnel shall be the sole property of NDSU (“NDSU SOLELY DEVELOPED INTELLECTUAL PROPERTY”). Any inventions arising out of or in connection with the RESEARCH PROGRAM first conceived or reduced to practice during the term of this Agreement solely by ALIEN personnel shall be the sole property of ALIEN (“ALIEN SOLELY DEVELOPED INTELLECTUAL PROPERTY”).

3.2

Subject to any limitations imposed by 35 U.S.C. §§ 200-209, any inventions first conceived or reduced to practice during the term of this Agreement jointly by the personnel of NDSU and ALIEN shall be jointly owned by the Parties (“JOINTLY DEVELOPED INTELLECTUAL PROPERTY”).

3.3

Notwithstanding anything to the contrary, inventorship under this Agreement shall be determined in accordance with U.S. Patent Law.

3.4

NDSU and ALIEN acknowledge that intellectual property rights granted under the terms of this Agreement involve federal funds and other government interests and that the Parties therefore have obligations under federal and other law. NDSU and ALIEN acknowledge that such obligations under federal law may include, without limitation, the granting of a worldwide, non-exclusive, royalty-free license to the United States government, and a statement of United States government patent rights on all patents and patent applications. Subject to Article 14, ALIEN acknowledges that any and all determinations of federal funding involvement shall be made solely by NDSU and NDSU’s reasonable determination shall be honored by ALIEN. Each Party represents and warrants that it (a) has complied and will continue to comply during the term of this Agreement and thereafter with all laws and regulations applicable to such government funding agreements or government interests and (b) has done and will continue to do during the term of this Agreement and thereafter all acts necessary or convenient for the protection of its rights to retain ownership of all inventions developed under this Agreement.

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

3.5

Each Party to this Agreement shall obtain appropriate written agreements from all personnel and other entities and individuals involved in the RESEARCH PROGRAM. Such agreements shall require that all discoveries and inventions conceived or reduced to practice as a result of or in connection with the RESEARCH PROGRAM shall be reported promptly and assigned to the respective Party.

3.6

Except as expressly provided elsewhere in this Agreement, the Parties retain all title to their respective confidential information and rights and title to their intellectual property.

4.1

Subject to any limitations imposed by 35 U.S.C. §§ 200-209, ALIEN hereby grants to NDSU a nontransferable, nonsublicensable, nonexclusive, royalty free (includes all fees), license to make and use products or use processes under the LICENSED PATENTS for research and development. Notwithstanding the foregoing, any license for commercial development, including without limitation any manufacture, importation, use, offer for sale, or sale, shall only be, if at all, pursuant to separate written agreement under Section 5.4.

4.2

The Parties understand that access to the LICENSED PATENTS may result in the development of products under a funding agreement with the government of the United States and, if so, that the government may therefore have certain rights under 35 U.S.C. 200 et seq . To the extent that there is a conflict between any such government rights, applicable law or regulation, and this Agreement, the terms of such government funding agreement, applicable law, or regulation shall prevail.

4.3

The Parties acknowledge that the subcontracts provide or are expected to provide for ALIEN to transfer to NDSU a desktop FSA tool for research purposes under Phase I and a semi-automated FSA tool under Phase II, including software and necessary appurtenances, suitable for research purposes and low-level manufacturing, and process documentation. The subcontracts also address or will address the training requirements of NDSU in using the equipment. Nothing in this Article 4.3 shall be deemed to transfer any ownership interest in any underlying intellectual property rights.

5.1

ALIEN shall have a first option to negotiate an exclusive, royalty-bearing license for an invention that is developed wholly or partly by NDSU, provided that such invention (1) uses ALIEN CORE TECHNOLOGY; and (2) is either (a) conceived during the term of this Agreement or (b) is reduced to practice during the term of this Agreement.

5.2

For all inventions subject to Article 5.1, NDSU shall provide written notice to ALIEN of its option to negotiate. Such written notice shall include an invention disclosure statement drafted in terms consistent with the ordinary practice of NDSU.

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Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

5.3

Within thirty (30) days of the mailing date of the notice required under Article 5.2, ALIEN shall provide written notice to NDSU of its decision to enter into negotiations for a license under Article 5.1. If ALIEN does not provide a written notice stating its intention to enter into negotiations within the thirty (30) day period, then NDSU may at that time (but no earlier) enter into negotiations with other parties and ALIEN shall be deemed to have irrevocably waived its option under Article 5.1 as to that particular invention disclosure. An extension of the response period of this Article 5.3 may be granted at the sole discretion of NDSU and upon the reasonable request of ALIEN. If the Parties enter into negotiation under this Article and such negotiations do not result in a license agreement between the Parties, then NDSU may not offer a license to any other entity or individual on terms more favorable than those offered to ALIEN during that negotiation.

5.4

In the event that ALIEN elects not to invoke its option under this Article or allows the time to respond under Article 5.3 to pass, the Parties agree to the following sublicensing practices: