FINAL QUAD TECHNOLOGY LICENSE AGREEMENT

Exhibit 10.34

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

QUAD TECHNOLOGY
LICENSE AGREEMENT

By and Between

EVERGREEN SOLAR, INC.

AND

EVERQ GMBH

As of October 6, 2008

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TABLE OF CONTENTS

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QUAD TECHNOLOGY
LICENSE AGREEMENT

     This Quad Technology License Agreement (this “ Agreement ”) is made by and between Evergreen Solar, Inc., a Delaware corporation (“ E ”), and EverQ GmbH, a limited liability company (GmbH), incorporated under the laws of the Federal Republic of Germany (“ EQ ”), as of October 6, 2008 with an effective date as of October 25, 2007 (the “ Effective Date ”). E and EQ are hereinafter referred to individually by their respective names or as “ Party ” and collectively as “ Parties .”

Recitals:

      WHEREAS , E and EQ have entered into that certain Amended and Restated License & Technology Transfer Agreement (the “ LTTA ”) By and Between E and EQ dated as of September 29, 2006 which was modified by the provisions of an addendum thereto dated April 30, 2007 (as modified by such addendum and further modified by the MOU (as defined below);

      WHEREAS , E, Q-Cells AG (“ Q ”) and Renewable Energy Corporation ASA (“ REC ”) (collectively, the “ EQ Founders ”) and EQ have entered into a Memorandum of Understanding dated as of October 25, 2007 (the “ MOU ”); and

      WHEREAS , E and EQ wish to enter into this Agreement and agree that it shall supersede and replace in their entirety Sections F and G of the MOU;

      NOW, THEREFORE , in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

      Section 1.1 — Construction

     In this Agreement (a) headings are for convenience of reference only and shall not affect the interpretation of the provisions of this Agreement except to the extent that the context otherwise requires; (b) words importing the singular shall include the plural and vice versa; (c) words denoting individuals shall include any form of entity and vice versa; (d) words denoting any gender shall include all genders; (e) where any act, matter or thing is required by this Agreement to be performed or carried out on a certain day and that day is not a business day then that act, matter or thing shall be carried out or performed on the next following business day; (f) unless specified otherwise, any reference herein to any Article, Section, clause, sub-article, sub-clause, Appendix or Exhibit shall be deemed to be a reference to an Article, Section, clause, sub-article, sub-clause, Appendix or Exhibit of this Agreement; (g) any reference to any agreement, document or instrument shall refer to such agreement, document or instrument as

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     amended, modified, supplemented, or novated; and (h) the words “include,” “including” and the derivations thereof shall not be limiting.

      Section 1.2 — Definitions

     As used herein:

     “ Actual Quad Rate ” means [****].

     “ Actual Quad Cost ” shall mean [****] using the Quad/COF Technology in EQ 3, or any improvements to the Quad/COF Technology developed by E and implemented by EQ, computed based on the Cost Comparison Spreadsheet.

     “ Additional SR Technology ” means any Commercial Improvements to the String Ribbon Technology (including any Commercial Improvements to such Commercial Improvements) that are not Commercial Improvements exclusively applicable to either or both of the Gemini String Ribbon Technology or the Quad/COF Technology. For clarification, Additional SR Technology excludes technology that is not incorporated in the process of manufacturing of String Ribbon Wafers (i.e., Technology for cell or module manufacturing processes are excluded from Commercial Improvements); provided, however, it is acknowledged that Additional SR Technology may improve the quality of Wafers in a manner that is beneficial to the Cell or Panel manufacturing process. For example, enhancements in [****] that result from Wafer manufacturing processes may constitute Additional String Ribbon Technology even though they are beneficial to [****].

     “ Affiliate ” means any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, a Party at the relevant time. For the purposes of this definition, “control” means the beneficial ownership of more than fifty percent (50%) of the voting rights.

     “ Agreement ” has the meaning set forth in the preamble to this Agreement.

     “ Applicable Commercial Improvements ” means the Additional SR Technology and the Quad Commercial Improvements.

      “Applicable Technology” means the Quad/COF Technology, Quad Commercial Improvements, the Additional String Ribbon Technology and Commercial Improvements to the String Ribbon Technology.

     “ Cells ” means photovoltaic cells made from Wafers.

     “ Commercial Improvement ” means Intellectual Property Rights and Technology associated with a patented or patentable improvement or development owned or Licensable by a Party after the Effective Date that can be incorporated in the String Ribbon Technology (together with any other Commercial Improvements) to substantially or materially reduce the production costs or substantially or materially increase the output, effectiveness, utility or value of the Licensed Products; provided that the Intellectual Property Rights and Technology associated with a particular Commercial Improvement shall exclude (i) the Intellectual Property Rights

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associated with the underlying Commercial Improvement or the Quad/COF Technology on which or from which such Commercial Improvement was based, derived or developed and (ii) the Intellectual Property Rights associated with any subsequent Commercial Improvement that represents an improvement or further development of such Commercial Improvement.

     “ Confidential Information ” has the meaning set forth in Section 7.1 (Definition) .

     “ Cost Comparison Spreadsheet ” means the spreadsheet, a printout of which is attached hereto as Exhibit A , that shall be used for calculating the EQ Cost Base and comparing it to the Actual Quad Cost. The Parties may improve the Cost Comparison Spreadsheet if its economic assumptions or methodology are incorrect or in conflict with the actual costs incurred in the operation of EQ 2 or EQ 3 or on the basis of any other relevant factors that reasonably need to be considered. The Cost Comparison Spreadsheet shall take into account all key cost drivers including, without limitation, the following:

          [****]

     “ Cost Savings” means the aggregate reduction of Total Production Costs of a Licensed Product attributable to [****] incorporated into or used to manufacture that Licensed Product. Any change in yields and conversion efficiencies shall be taken into account in determining the “Cost Savings.” The “Cost Savings” is determined by comparison of the aggregate difference of [****] from [****], or determined by comparison to [****]).

     “ Cut on the Fly ” means [****].

     “ Declining Factor ” means, for each applicable period of production in the table below, the amount set forth opposite such period in the table:

     Each year in the above table to which respective Quad Royalty Rates or other royalty rates, as the case may be, apply shall start upon the date of Full Production of the Licensed Products incorporating the applicable Technology the royalty for which is being measured. Successive years for purposes of determining the applicable Declining Factor shall start on successive anniversaries of the date of such Full Production. For example, (i) in the case of Licensed Products made with the Quad/COF Technology, if such first sale were to take place on

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[****], and Full Production was to occur on [****], then the Ramp-Up Period would run from [****] to [****], the “[****]” would commence on [****], and the “[****]” would commence on [****], and (ii) in the case of Licensed Products made with an Applicable Commercial Improvements, if such first sale were to take place on [****], and Full Production was to occur on [****], then the Ramp-Up Period would run from [****] to [****], the “[****]” would commence on [****], and the “[****]” would commence on [****].

     “ Direct Production Costs ” means [****].

     “ Disclosing Party ” has the meaning set forth in Section 7.1 (Definition).

     “ E Full Production ” shall commence with respect to the Quad/COF Technology as implemented at E’s Devens, Massachusetts facility, [****].

     “ E Measuring Period ” shall mean [****].

     “ E IP ” means the E Technology and E Intellectual Property Rights.

     “ E Intellectual Property Rights ” means all Intellectual Property Rights that protect E’s interest in the E Technology.

     “ E Technical Deliverables ” means any reasonably available documentation, records and other tangible items constituting E Technology and E Intellectual Property Rights.

     “ E Technology ” means (a) the Quad/COF Technology and (b) the Applicable Commercial Improvements owned or Licensable by E or its Affiliates at any time during the Extended Licensing Period; provided, however, that E Technology shall not include (i) any Applicable Commercial Improvement offered to EQ which EQ elects not to license, (ii) E Technology first owned or Licensable by E or its Affiliates after the Extended Licensing Period, and (iii) in the event of an acquisition of E, Intellectual Property Rights of the acquirer of E (unless any of acquirer’s Intellectual Property Rights are used by E and would constitute Applicable Commercial Improvements if they had been developed by or were Licensable by E).

     “ Effective Date ” means [****].

     “ EQ ” has the meaning set forth in the preamble to this Agreement.

     “ EQ 2 ” shall mean the second production facility of EQ as constructed as of October 25, 2007 which uses the Gemini String Ribbon Technology licensed from E.

     “ EQ 2 Cost Base ” shall be the actual cost per Wp of Wafer production at EQ 2 calculated based on the Cost Comparison Spreadsheet.

     “ EQ 3 ” shall mean the third production facility of EQ planned as of the Effective Date that is expected to have a capacity of approximately 75 MW and expected to use the Quad/COF Technology.

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     “ EQ Intellectual Property Rights ” means all Intellectual Property Rights that protect EQ’s interest in the EQ Technology.

     “ EQ IP ” means EQ Technology and EQ Intellectual Property Rights.

     “ EQ Founders ” has the meaning set forth in the Recitals.

     “ EQ Technical Deliverables ” means any reasonably available documentation, records and other tangible items constituting EQ Technology or EQ Intellectual Property Rights.

     “ EQ Technology ” means all Applicable Commercial Improvements owned or Licensable by EQ or its Affiliates at any time during the Extended Licensing Period; provided, however, that EQ Technology does not include (i) any Applicable Commercial Improvements offered to E which E elects not to license, (ii) EQ Technology first owned or Licensable by EQ or its Affiliates after the Extended Licensing Period, and (iii) in the event of an acquisition of EQ, Intellectual Property Rights of the acquirer of EQ (unless any of acquirer’s Intellectual Property Rights are used by EQ and would constitute Applicable Commercial Improvements if they had been developed by or were Licensable by EQ).

     “ Extended Licensing Period ” means the period beginning on the Effective Date and ending on (i) the end of the Post-Liquidity Event Licensing Period if the Liquidity Event occurs, and (ii) the end of the [****] Post-Termination Licensing Period if the Liquidity Event Failure occurs.

     “ First Production Year” shall be the [****].

     “ Full Production ” shall commence (i) with respect to the Quad/COF Technology as implemented at EQ 3, at [****]; and (ii) with respect to any Applicable Commercial Improvement, [****].

     “ Gemini String Ribbon Technology ” shall mean the String Ribbon Technology which produces two silicon crystalline ribbons simultaneously in a single furnace.

     “ Improved Quad/COF Technology ” is the Quad/COF Technology and all Quad Commercial Improvements that are owned or Licensable by E as of or prior to the end of the Extended Licensing Period.

     “ Indemnified Party ” means any party seeking entitled to seek indemnification pursuant to Section 6.2 (Liability and Limitations of Liability).

     “ Indemnifying Party ” has the meaning set forth in Section 6.2 (Liability and Limitations of Liability).

     “ Intellectual Property Rights ” means all rights in, to, or arising out of: (i) any Patents; (ii) inventions, discoveries (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications

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therefor in any country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights in or to Technology anywhere in the world.

     “ IPO ” means registered public offering (or a regulatory process with an applicable European securities regulatory authority that is used for public offerings in European jurisdictions in lieu of the registration process required by the United States Securities and Exchange Commission) of shares of EQ [****] which results in a listing of the shares in EQ on a stock exchange of recognized international standing or on an authorized marketplace of recognized international standing.

     “ Jointly Own ” has the meaning set forth in Section 5.1(a)(i) (Definition).

     “ Jointly Owned Commercial Improvements ” has the meaning set forth in Section 5.1(a) (Joint Inventions).

     “ Licensable ” means possession of the ability to grant a license or sublicense of, or within, the scope provided for in this Agreement without payment of any fee to, or violating the terms of any agreement or other arrangements with a Third Party and without violating any applicable laws, rules or regulations.

     “ Licensor ” has the meaning set forth in Section 4.3 (Royalties for Additional SR Technology).

     “ Licensed-in Technology ” has the meaning set forth in Section 2.7 (In-Licensing).

     “ Licensed Products ” means Wafers, Cells, and/or Panels, as the case may be, in which the Wafers are made using String Ribbon Technology.

     “ Licensee ” has the meaning set forth in Section 4.3 (Royalties for Additional SR Technology).

     “ Liquidity Event” means the IPO or any other transaction or event mutually agreed by all of the EQ Founders that allows the EQ Founders to sell some of all of their ownership interests in EQ.

     “ Liquidity Event Failure” means the failure of the parties to cause the Liquidity Event to occur on or prior to the later of (i) December 31, 2009, and (ii) such other date as the Parties may agree upon as a revised deadline by which the Liquidity Event must occur.

     “ Measuring Period ” shall mean the last three (3) full calendar months of the First Production Year.

     “ MOU ” has the meaning set forth in the Recitals.

     “ Nominal Quad Rate ” means [****] (which amount has been determined based upon [****]).

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     “ Nominal Quad Royalties ” has the meaning set forth in Section 4.1(a)(i) (Nominal Royalty Rate during Ramp-Up Period and First Year of Production).

     “ Panels ” means panels or modules comprised of several interconnected Cells in a weather resistant package usually consisting of a laminate of a superstrate, often glass, encapsulant, interconnected cells, and a backsheet.

     “ Party ” has the meaning set forth in the preamble to this Agreement.

     “ Patent ” means any United States, German, international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof.

     “ Post - Liquidity Event Licensing Period ” means the [****] period commencing upon a Liquidity Event.

     “ Potential Quad Cost ” has the meaning set forth in Section 4.1(b)(ii)(A) (Comparison to E Production Costs).

     “ Pre-Liquidity Event Licensing Period ” means the period commencing on the Effective Date and ending on the first to occur of the Liquidity Event and the Liquidity Event Failure.

     “ Q ” has the meaning set forth in the Recitals.

     “ Quad/COF Technology ” means E’s String Ribbon Technology incorporated in E’s Wafer production furnace known as “Quad” furnace technology [****], as such Quad furnace technology exists on the Signing Date; provided that Quad/COF Technology shall be deemed to include [****].

     “ Quad Commercial Improvement ” means any Commercial Improvement that is incorporated in the Quad/COF Ribbon Technology (together with any other Quad Commercial Improvements); provided that the Intellectual Property Rights and Technology associated with improvements to Quad/COF Technology referred to in Section 4.1(b)(ii)(B) [****] shall be deemed to be Quad Commercial Improvements once they have been incorporated into the Quad/COF Technology. If a Quad Commercial Improvement also constitutes a Commercial Improvement to the Gemini String Ribbon Technology and is licensed to EQ for use with the Gemini String Ribbon Technology, such license and any applicable royalty, if any, shall be governed by and paid pursuant to, the LTTA or another agreement between the Parties.

     “ Quad Cost Savings ” means the difference between the EQ 2 Cost Base and the Actual Quad Cost during the Measuring Period.

     “ Quad Furnace ” means the String Ribbon Wafer furnace, including any consumable parts, that incorporates the Quad/COF Technology and any Quad Commercial Improvements licensed by EQ, as such technology or Quad Commercial Improvements may be modified from time to time following the Effective Date.

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     “ Quad Royalty ” means the royalties payable with respect to the Quad/COF Technology pursuant to Section 4.1 (Quad/COF Technology Royalties).

     “ Quad Royalty Rate” means the royalty rate payable for the use of the Quad/COF Technology, as determined pursuant to Section 4.1 (Quad/COF Technology Royalties).

     “ Quad Technical Deliverables ” means E Technical Deliverables related to the Quad Furnace.

     “ Qualified Affiliate ” of EQ means (a) any entity that is wholly-owned by EQ and (b) any entity in which EQ holds at least [****] % of the equity interest and, within the [****] period commencing on the effective date of the applicable sublicensing agreement between EQ and such entity, EQ continues to hold at least [****] %of the equity interest in the entity and neither EQ nor the affiliate is or becomes a party to any agreement that would at any time reduce EQ’s ownership below [****] %, provided that to constitute a Qualified Affiliate any other holders of equity interests in that entity must be solely financial and/or local strategic partners (e.g., local field help or distributors) that are not themselves manufacturers of silicon or solar technology companies or Affiliates of manufacturers such silicon or solar technology companies, EQ must hold full management control over operations of such entity and the Technology used by such entity and neither EQ nor the affiliate is party to any agreement that would reduce EQ’s management control over operations and the Technology at any time during the five (5)-year period after commencement of a sublicensing agreement.

     “ Qualified Country ” means the countries set forth in the list previously provided to EQ and any additional country (a) where enforceable patent protection exists in favor of E for Applicable Technology, (b) in which there are pending patent applications for the Applicable Technology, or (c) where in the opinion of E, there is not an unreasonable risk of violation of the intellectual property rights related to the Applicable Technology. The list of Qualified Countries will be updated in writing from time to time at the request of EQ at reasonable intervals with E responding to any such request within a reasonable timeframe, during which E shall determine whether additional countries meet the standard set forth in clause (c) above whereby acceptance of an additional country requested by EQ shall not be unreasonably withheld; provided that EQ may only request that E evaluate a particular country after the establishment of a bona fide plan to investigate locating facilities in such country that has been approved by the Supervisory Board of EQ (or Management Board of EQ, if EQ has been converted or transformed to the legal form of a German or European stock corporation). Any dispute, controversy or claim arising under, out of or relating to this clause, including, without limitation, its validity, binding effect, interpretation, performance or breach, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of the Federal Republic of Germany.

     “ Ramp-up Period ” means (i) in the case of the Quad/COF Technology, the period beginning on the date when E has provided EQ with the Quad/COF Technology and ending on the day prior to the Start of Full Production, and (ii) in the case of any Applicable Commercial Improvements, the period beginning on the first production of Licensed Product using such

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Applicable Commercial Improvements and ending on the day prior to the Start of Full Production.

     “ REC ” has the meaning set forth in the Recitals.

     “ Receiving Party ” has the meaning set forth in Section 7.1 (Definition).

     “ Registered E Intellectual Property Rights ” means all E Intellectual Property Rights (including Patents) that have been registered, filed, issued or otherwise perfected or recorded with or by any state, government or other public or quasi-public legal authority, including any applications for filings for any such rights.

     “ Registered EQ Intellectual Property Rights ” means all EQ Intellectual Property Rights (including Patents) that have been registered, filed, issued or otherwise perfected or recorded with or by any state, government or other public or quasi-public legal authority, including any applications for filings for any such rights.

     “ Signing Date ” means the date this Agreement is executed by both E and EQ.

     “ Sold ” or “ Sell ” means any direct or indirect disposition, by sale, lease, use or otherwise, of a Licensed Product.

     “ Start of Full Production ” shall mean the first day of Full Production.

     “ String Ribbon Technology ” means Technology incorporated in the String Ribbon process, and includes, without limitation, the Gemini String Ribbon Technology and the Quad/COF Technology, but excludes [****].

     “ String Ribbon ” means [****].

     “ Technical Deliverables ” means either the E Technical Deliverables or the EQ Technical Deliverables, as the context may require.

     “ Technology ” means information and technology in tangible and/or intangible form and materials, embodiments, implementations or improvements of any technology, including, but not limited to: software, media, data collections, databases, techniques, methods, processes, formulae, systems, hardware, equipment, prototypes, proofs of concept, apparatuses, hardware, software, algorithms, files, routines, documents, designs, drawings, plans, specifications and the like.

     “ Termination Date ” means the date when this Agreement is terminated in accordance with its terms.

      “Third Party” means a Person other than Q or REC who is neither a Party nor an Affiliate of a Party.

     “ Total Production Costs ” means the total of the Direct Production Costs and [****] associated with the respective product.

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     “[****] Post-Termination Licensing Period ” means the [****] period commencing on the Termination Date.

     “ Unit ” has the meaning set forth is Section 4.1(a) (Royalty Rate).

     “ used for ” — Technology is “used for” Licensed Products if incorporated into or used in the manufacture of those Licensed Products.

     “ Wafers ” means crystalline silicon wafers manufactured to be, but not yet made into Cells.

     “ Wp ” means watt peak power.

ARTICLE 2
RIGHTS AND LICENSES

      Section 2.1 — E License Grant to EQ

     Subject to the terms and conditions of this Agreement, E hereby grants and agrees to grant to EQ, (a) in the case of the Quad/COF Technology, effective upon the Effective Date, and, (b) in the case of Applicable Commercial Improvements that pursuant to Section 2.3 (Commercial Improvements) must be offered for license by E, effective upon EQ’s acceptance of such a license, a world-wide, non-exclusive, non-transferable, perpetual, irrevocable, (and as applicable) royalty-bearing license (to the extent specified in this Agreement), without the right to sublicense (except as expressly permitted in Section 2.5 (Sublicensing)), under the E Intellectual Property Rights, to make (but not have made, except as contemplated in this Agreement pursuant to Section 2.5 ( Sublicensing)), use, sell, offer for sale, import or otherwise commercialize or exploit Licensed Products, to use the E Technology in connection with the foregoing, and to otherwise operate EQ and commercialize its products using the Applicable Commercial Improvements and Quad/COF Technology. It is understood that the foregoing license to EQ includes, without limitation, the right to change and make improvements and extensions to the E Technology licensed hereunder from E and to commercially exploit such changes and improvements in accordance with such license, subject to the obligations to license or offer to license Applicable Commercial Improvements to E and certain restrictions on EQ’s right to sublicense such Applicable Commercial Improvements.

      Section 2.2 — EQ License Grant to E Subject to the terms and conditions of this Agreement, EQ hereby grants and agrees to grant to E, effective upon E’s acceptance of a license to any Applicable Commercial Improvement that pursuant to Section 2.3 (Commercial Improvements) must be offered for license by E, a world-wide, non-exclusive, non-transferable (except pursuant to Section 9.5 (Assignment)), perpetual, irrevocable, royalty-bearing (except as set forth in Section 4.2 (Royalties for Quad Commercial Improvements) and Section 4.3 (Royalties for Additional SR Technology)), sublicensable (as contemplated in this Agreement pursuant to Section 2.5 (Sublicensing), license, under the EQ Intellectual Property Rights to make, have made, use, sell, offer for sale, import or otherwise commercialize or exploit Licensed Products. It is understood that the foregoing license to E includes, without limitation, the right for E to change and make improvements and extensions to such Applicable Commercial Improvements licensed hereunder from EQ and to commercially exploit said changes and

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improvements in accordance with such license, subject to the obligations to license or offer to license Applicable Commercial Improvements to EQ and certain restrictions on E’s right to sublicense such Applicable Commercial Improvements.

      Section 2.3 — Commercial Improvements

     The foregoing licenses set forth in Sections 2.1 (E License Grant to EQ) and 2.2 (EQ License Grant to E) specifically include Applicable Commercial Improvements that are first owned or Licensable by a Party during the Extended Licensing Period which must be offered promptly upon the relevant Technology being owned or Licensable by a Party and, if accepted by the other Party, shall be subject to Section 2.1 (E License Grant to EQ), if EQ is the licensee, or Section 2.2 (EQ License Grant to E), if E is the Licensee. Once accepted for license, neither the decision not to patent any applicable invention or inventions incorporated in the Applicable Commercial Improvements, nor the Licensor’s inability to patent the invention or inventions incorporated in the Applicable Commercial Improvement, shall affect the obligations of Licensee to pay royalties for the Applicable Commercial Improvements. For clarification purposes it is agreed between the Parties that each Party is obliged to offer further Applicable Commercial Improvements based on previous Applicable Commercial Improvements not accepted for licensing by the other Party, provided that both the further Applicable Commercial Improvements and the previous Applicable Commercial Improvements on which they are based are licensed by the other Party and royalties shall be payable by the other Party for such further Applicable Commercial Improvements and all previous Applicable Commercial Improvements on which they are based.

      Section 2.4 — Covenants Not to Sue

     Except in the case of Applicable Commercial Improvements that are offered to one Party pursuant to Section 2.3 but not accepted and not licensed pursuant to this Agreement, for which Applicable Commercial Improvements this Section 2.4 shall not apply in any respect, during the Post-Liquidity Event Licensing Period, under no circumstances shall either Party use or attempt to use rights arising on account of its technological developments of or improvements to any Technology licensed under this Agreement as a means of blocking or preventing the other Party from creating or implementing further technological development of or improvements to the Applicable Technology that is subject to this Agreement (including any Applicable Commercial Improvements thereto); except that this Section shall not be deemed to constitute a waiver of rights arising under Article 7 (Confidential Information). This provision shall not require either Party to disclose or share technological developments of or improvements to the Applicable Technology unless such developments and improvements are subject to the specific license requirements or are required to be offered for license pursuant to this Article 2 . The prohibition set forth in the first sentence of this Section shall apply not only to the Parties, but also to their Affiliates with respect to any Technology licensed under this Agreement (including any Applicable Commercial Improvements thereto), and any further sublicensees of such Technology.

      Section 2.5 — Sublicensing

     (a)  By EQ .

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     (i) EQ may not sublicense Quad/COF Technology and any Improved Quad/COF Technology or Additional SR Technology licensed from E prior to the Liquidity Event.

     (ii) Following the Liquidity Event, EQ may sublicense some or all of the Quad/COF Technology and the Improved Quad/COF Technology and Additional SR Technology licensed from E, without the right to sublicense such Technology further, to any Qualified Affiliate, but only for use in the Qualified Countries. If EQ wishes to sublicense any portion of the Improved Quad/COF Technology or Additional SR Technology to a Qualified Affiliate for use outside of the Qualified Countries, EQ may request a waiver of the restriction set forth in this Section from E, which E may deny if E determines in its sole discretion that there is an unreasonable risk of violation of the intellectual property rights related to the Applicable Technology.

     (iii) If EQ grants a sublicense to an entity that is a Qualified Affiliate and that entity ceases to be a Qualified Affiliate at any time before the end of the [****] period commencing on the effective date of the sublicense, then the applicable sublicense rights of the affiliate shall terminate unless this clause is then waived by E in writing in such instance in E’s sole discretion; provided that if the Qualified Affiliate ceases to remain a Qualified Affiliate as a result of circumstances outside the reasonable control of EQ, a waiver of the Qualified Affiliate requirements shall not be unreasonably withheld; and all sublicense agreements entered into pursuant to this Section shall specifically provide for such [****] ownership requirement and third-party beneficiary rights in favor of E to enforce such provision. If the sublicensee ceases to be a Qualified Affiliate after that [****] period, royalty and other consideration payable by the sublicensee will be paid to E as stated in Section 4.3(a) (EQ Sublicensing) with such sublicensee having the obligations of EQ set forth in such Section .

     (iv) Each sublicensing of an Applicable Commercial Improvement sublicensed by EQ to a entity that is a Qualified Affiliate shall commence a new [****] period during which the entity must remain a Qualified Affiliate (including the ownership limitations, the required status as a solely financial and/or local strategic partner and the full management control of the sublicensee by EQ).

     (b)  By E . E may sublicense to its Affiliates or third parties, without the right to sublicense further, the Applicable Commercial Improvements licensed to it by EQ. Such sublicensing shall be on terms and conditions that are consistent with, and generally not less favorable to the licensor than, the terms of the license from EQ to E, as those terms are established pursuant to this Agreement (Quad/COF Technology Royalties).

     (c)  Intellectual Property Protection . Each Party shall use reasonably precautions to protect the confidentiality of the String Ribbon Technology licensed to it by the other Party and the Parties agree to cooperate to establish a set of Intellectual Property Protection Protocols to govern the use and disclosure of the String Ribbon Technology.

     (d)  Royalties on Sales by Sublicensees . Royalty payments for sublicensing of the Improved Quad/COF Technology and Additional String Ribbon Technology licensed to EQ and

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Applicable Commercial Improvements licensed to E are required as set forth in this agreement in Section 4.4 (Royalties on Sales by Sublicensees).

      Section 2.6 — Reservation of Rights; No Implied Licenses

     All rights not granted herein are reserved. Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to a Party’s Intellectual Property Rights or Technology except as expressly set forth herein. All rights and obligations in this Agreement do not modify the rights and restrictions set forth in the LTTA

      Section 2.7 — In-licensing

     During the Extended Licensing Term, each Party agrees not to license Licensed-in Technology on an exclusive basis that would limit the ability of the other party to license such Licensed-in Technology on terms that would effectively serve to limit the ability of the other party to acquire rights to use such Licensed-in Technology. “ Licensed-in Technology ” means Technology licensed from a third party or third parties that would (either unto itself or in combination with Technology owned by the licensee) constitute a Commercial Improvement, assuming the licensor were to grant the licensee Licensable rights to the applicable Technology (including the rights to sublicense such Technology).

      Section 2.8 — Sourcing

     (a)  Quad Sourcing . From the Signing Date until [****], subject to possible renewal as provided below (the “ Sourcing Term ”), the parties will reasonably cooperate to assist each other in securing the supply of Consumable Parts and Quad Furnace Assemblies, from suppliers selected by E after consultation with EQ to satisfy the expansion plans for both E and EQ. If neither party provides notice of termination of the Sourcing Term at least [****] prior to the end of the Sourcing Term, the cooperation obligation shall renew for an additional [****]. Thereafter, the Sourcing Term shall renew each subsequent year unless either party provides notice of termination at least [****] prior to the end of the new Sourcing Term.

     (b)  ATS Sourcing . E and EQ agree to refrain from entering into exclusive supply agreements with ATS Automation Tooling Systems Inc.

ARTICLE 3
TECHNOLOGY TRANSFER

      Section 3.1 — Quarterly Meetings

     From and after the Signing Date until the end of the Post-Liquidity Event Licensing Period or the [****] Post-Termination Licensing Period, as applicable, the Parties shall meet on a quarterly basis (or as otherwise agreed upon by the Parties) to discuss (and each Party shall advise the other of) any Applicable Commercial Improvement that was acquired, developed or became Licensable since the prior quarterly meeting. As part of the discussions at the quarterly meetings, each Party shall promptly advise the other Party of all Applicable Commercial

CONFIDENTIAL

Improvements and, without limiting its obligations in Section 3.2 (Delivery of Technical Deliverables), provide reasonably sufficient details regarding (including Confidential Information relating to) all Applicable Commercial Improvements, to enable the other Party to determine whether it will accept a license for such Applicable Commercial Improvements. Additionally, Each party shall promptly advise the other party of, and provide sufficient details of all Technology associated with other (i.e., non-patentable) improvements or developments owned or Licensable by E after the Effective Date that are incorporated by such party in the Quad/COF Technology or Additional SR Technology (if Additional SR Technology is licensed by EQ) in commercial operation (and not on a pilot, developmental or experimental basis) in such party’s facilities. Each party shall deliver to the other party at least one copy of all reasonably available documentation, records and other tangible items and associated Technical Deliverables constituting or relating to those improvements or developments (including related Confidential Information), promptly upon availability. Materials will be provided in electronic form where practicable.

      Section 3.2 — Delivery of Technical Deliverables

     (a)  In General . Each Party shall deliver to the other Party (to the extent it has not already done so) promptly following the Signing Date at least one copy of all Technical Deliverables in its possession in existence at the Signing Date and at reasonable periodic intervals thereafter until the end of the Post-Liquidity Event Licensing Period or the [****] Post-Termination Licensing Period, as applicable, for Applicable Commercial Improvements licensed by the other Party, at least one copy of all Technical Deliverables including Confidential Information incorporated therein as such materials become available. Materials will be provided in electronic form when practicable.

     (b)  Quad Technical Deliverables . Notwithstanding Section 3.2(a) , the Quad Technical Deliverables shall only be required to be delivered pursuant this Section 3.2(b) .

     (i) As soon reasonably practicable following the Signing Date, E shall deliver to EQ the Technical Deliverables to the extent reasonably necessary for the repair, assembly and maintenance of the Quad Furnaces, and the purchase of consumable parts for the Quad Furnaces and to the extent reasonably required to obtain applicable certifications or comply with applicable law.

     (ii) Subject to the mutual agreement to a reasonable set of Intellectual Property Protection Protocols pursuant to Section 2.5(c) (Intellectual Property Protection), upon the last day of the First Production Year, E shall deliver to EQ any Quad Technical Deliverables that have not yet been delivered.

      Section 3.3 — Copies

     Each Party may copy, modify and otherwise use the Technical Deliverables received in accordance with and subject to the restrictions and licenses set forth herein as necessary to exercise the rights granted hereunder. Each Party agrees to maintain a document control system to control copies of such Technical Deliverables and otherwise treat such information as its own Confidential Information subject to the provisions of Article 7 (Confidential Information).

CONFIDENTIAL

      Section 3.4 — Operational Data

     Each Party shall take reasonable steps to share information regarding the operational performance of the licensed technology as well as, to the extent mutually agreed, performance through Cell manufacturing.

ARTICLE 4
CONSIDERATION AND PAYMENT

      Section 4.1 — Quad/COF Technology Royalties

     (a)  Royalty Rate . EQ shall pay E a royalty (the “ Quad Royalty ”) equal to the Quad Royalty Rate multiplied by the number of Units (as defined below) Sold by EQ which were made using the Quad/COF Technology. One “ Unit ” shall mean one Wp produced by a Licensed Product. The Quad Royalty shall be determined promptly at the end of each fiscal quarter (i.e., March 31, June 30, September 30 and December 31) during which Licensed Products are Sold using the Quad/COF Technology, and shall be paid within [****] after the end of the applicable quarter. The Quad Royalty shall otherwise be calculated and paid as set forth below in this Section 4.1(a) with the Actual Quad Rate being determined pursuant to Section 4.1(b) (Calculating the Actual Quad Rate):

     (i) Nominal Royalty Rate during Ramp-Up Period and First Year of Production . The Quad Royalty Rate per Unit Sold during the Ramp-Up