AGREEMENT REGARDING INTELLECTUAL PROPERTY AND WAIVER OF PUT OPTIONS

Exhibit 10.4

AGREEMENT REGARDING INTELLECTUAL PROPERTY

AND WAIVER OF PUT OPTIONS

This Agreement Regarding Intellectual Property and Waiver of Put Options (this “ Agreement ”) is effective, made and entered as of June     , 2009 (the “ Agreement Date ”) by and between Unidym, Inc., a Delaware corporation (“ Unidym ”), and TEL Venture Capital, Inc., a Delaware corporation (“ TEL ”). All capitalized terms are defined in Article VII .

RECITALS

A. Unidym and TEL are parties to the Subscription Agreement dated as of November 11, 2008 (the “ Subscription Agreement ”) pursuant to, among other things, TEL has a Put A Right and Put B Right, pursuant to which TEL has the right to require that Unidym repurchase the shares of Unidym’s Series C-1 Preferred Stock held by TEL in the event that certain conditions are met.

B. Unidym has requested that TEL waive its Put A Right and Put B Right, and TEL has agreed to do so, subject to the terms and conditions set forth herein, including the transfer and license of certain intellectual property rights and a right to receive a fee on sales of certain CNT and CNT Products by Unidym and its licensees as provided hereunder.

AGREEMENT

In consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

TRANSFER OF EQUIPMENT RELATED IP

1.1 Upon the terms and subject to the conditions contained in this Agreement, Unidym shall sell, transfer, convey, assign and deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to TEL on the Closing Date, and TEL shall acquire from Unidym, free and clear of any Lien, all of Unidym’s right, title and interest in and to the Equipment Related IP as set forth on Schedule 1.1 ; provided, however, that the Equipment Related IP shall be co-owned between the parties hereto as identified on such schedule and to the extent and subject to the conditions set forth in Section 1.6 hereof.

1.2 The closing of the Transactions (the “ Closing ”) shall take place at the offices of Unidym, on the Agreement Date, or at such other date (the “ Closing Date ”) and location as Unidym and TEL agree.

1.3 Unidym Deliveries . On the Closing Date, Unidym shall deliver to TEL the following, all of which shall be in form satisfactory to TEL:

(a) the General Assignment and Bill of Sale in substantially the form attached hereto as Exhibit 1.3(a) ;

(b) Assignments in substantially the form attached hereto as Exhibit 1.3(b) with respect to the patent and patent applications in the Equipment Related IP, for filing in the United States Patent and Trademark Office and its foreign counterparts;

(c) the CNT Products Materials as contemplated by Section 2.2;

(d) a copy of the resolution(s) adopted by the Unidym Board authorizing the Transactions;

(e) a letter of intent from Continental Carbon Nanotechnologies (“CCNI”) stating that, if Unidym does not meet its obligations under the CNT Supply Agreement with CCNI, CCNI would enter into discussions, in good faith, to establish a supply agreement with TEL, or TEL Affiliate;

(f) binding commitments from (i) one or more third parties to purchase shares of Unidym’s Series C-1 Preferred Stock in the amount of at least $975,000 (including any monies invested from and after April 23, 2009 in exchange for Series C-1 Preferred Stock, or the conversion into Series C-1 Preferred Stock of any monies provided as bridge loans from and after April 23, 2009 and intra-company accounts payable, up to a maximum of $100,000, by Unidym to Arrowhead accruing from and after May 13, 2009); and (ii) Arrowhead Research Corporation (“Arrowhead”) to convert to Series C-1 Preferred Stock any outstanding intra-company accounts payable by Unidym, in each case conditioned only on, and to close concurrently with, the Closing of this Agreement; and

(g) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to TEL, as shall be effective to vest in TEL good title in its rights to the Equipment Related IP.

1.4 TEL Deliveries . On the Closing Date, TEL shall deliver to Unidym the following, all of which shall be in form satisfactory to Unidym:

(a) the General Assignment and Bill of Sale in substantially the form attached hereto as Exhibit 1.3(a).

1.5 Mutual Deliveries . On the Closing Date, the Parties shall execute and deliver such other instruments and documents as reasonably requested by the Parties to carry out and effect the purpose and intent of this Agreement.

1.6 Co-Owned Equipment Related IP . With respect to the patents and the patent applications (including provisional patent applications) in the Equipment Related IP that will be co-owned by the Parties pursuant to this Agreement (the “ Co-Owned Patents ”), TEL and Unidym agree as follows:

(a) TEL and Unidym shall cooperate to prosecute and maintain the Co-Owned Patents.

(b) TEL and Unidym shall share equally all costs associated with prosecuting and maintaining the Co-Owned Patents arising and incurred after the Closing Date. If either TEL or Unidym wishes to stop the payment of its share of the maintenance fees or prosecution costs associated with a Co-Owned Patent in any country, the other Party may take over the payment of such share. The Party discontinuing to pay its share shall transfer to the other Party which continues such payments, its title to, rights and interests in such Co-Owned Patents for the countries concerned. The rights of third parties under already existing licenses and agreements shall not be prejudiced.

(c) TEL shall have the sole and exclusive right, without the consent of Unidym, to file a lawsuit or otherwise enforce any action using any of the Co-Owned Patents against any TEL Competitor. Unidym shall cooperate as necessary and requested by TEL, including joining of a lawsuit. TEL shall be responsible for all costs and expenses incurred in connection with such lawsuit or action (including the reasonable costs and expenses incurred by Unidym in cooperating with TEL as requested by TEL) , and shall be entitled to any and all proceeds resulting from such lawsuit or action, without having to account to Unidym. TEL shall have the further sole and exclusive right, without the consent of Unidym, to grant a license under any of the Co-Owned Patents to any TEL Competitor and shall be entitled to any and all proceeds (whether in the form of royalties, fees, or otherwise) resulting from such license, without having to account to Unidym.

(d) Unidym shall have the sole and exclusive right, without the consent of TEL, to file a lawsuit or otherwise enforce any action using any of the Co-Owned Patents against any Unidym Competitor. Unidym shall be responsible for all costs and expenses incurred in connection with such lawsuit or action (including the reasonable costs and expenses incurred by TEL in cooperating with Unidym as requested by Unidym) , and shall be entitled to any and all proceeds resulting from such lawsuit or action, without having to account to TEL. Unidym shall have the further sole and exclusive right, without the consent of TEL, to grant a license under any of the Co-Owned Patents to any Unidym Competitor and shall be entitled to any and all proceeds (whether in the form of royalties, fees, or otherwise) resulting from such license, without having to account to TEL.

(e) Neither Party shall grant a license to, or file a lawsuit or otherwise enforce or attempt to enforce any action using any of the Co-Owned Patents against a third party that is both a TEL Competitor and a Unidym Competitor without the consent of the other Party.

(f) Except as otherwise authorized in clauses (c) and (d) above, neither Party shall grant a license, or file a lawsuit or otherwise enforce or attempt to enforce any action using any of the Co-Owned Patents without the consent of the other Party.

(g) The Parties agree to cooperate in the prosecution of any patent applications (including any provisional patent applications) of any Co-Owned Patent so that, to the extent reasonably practicable, the claims therein are divided into separate patents or patent applications, as the case may be, that would be solely owned by TEL, in the case of any patent containing only claims that are related to Equipment or Equipment Process, or solely by Unidym, in the case of any patent that has no claims that are related to Equipment or Equipment Process; provided, however, that any such division of a patent application shall be approved by both Parties. TEL agrees to assign, transfer and convey to Unidym all of its remaining rights and interest in any resulting patent or patent application that the Parties have agreed should be solely owned by Unidym, and Unidym agrees to assign, transfer and convey to TEL all of its remaining rights and interest in any resulting patent or patent application that the Parties have agreed should be solely owned by TEL, as provided hereunder. Each Party further agrees to delivery such instruments of conveyance, assignment and transfer, in form and substance reasonable acceptable to the other Party, as shall be effective to vest in the other Party good title to such patent or patent application.

(h) To the extent it can do so without breaching a contract with a third party, Unidym agree to promptly disclose to TEL any Intellectual Property related to Equipment or Equipment Process that Unidym may invent after the Closing Date. TEL shall have the right, by giving notice to Unidym no later than three months following the date of such disclosure, to elect to obtain a world-wide, perpetual, irrevocable, non-terminable, fully paid-up, non-exclusive, transferable, sublicensable right and license of such subsequently invented Intellectual Property, in which case TEL shall be responsible for the reasonable costs required to prepare, file and prosecute any patent applications and to maintain any issued patents arising from such subsequently invented Intellectual Property. In addition, TEL shall have the exclusive right of first negotiation to negotiate, for a period of six months, to convert such license into an exclusive but royalty-bearing license with respect to any such subsequently invented Intellectual Property to which TEL has taken a non-exclusive license as contemplated by the preceding sentence, by giving notice at any time prior to the three- month anniversary of the date that such patent issues, in the case of any such Intellectual Property that is patentable, or prior to the first anniversary of Unidym’s disclosure as contemplated by this clause (h), in the case of any such Intellectual Property that is not patentable. Unidym agrees not to grant any license to a third party that would be inconsistent with its ability to grant an exclusive license of any such subsequently invented Intellectual Property to TEL until such time as TEL’s right of first negotiation hereunder has expired or has been waived.

(i) TEL shall have the right to assign all or any portion of its rights in the Co-Owned Patents to a TEL Affiliate without the prior consent of Unidym.

ARTICLE II

LICENSE OF MATERIALS RELATED IP

2.1 Grant of License . Subject to the terms and conditions of this Agreement, effective as of the Closing, except for the Intellectual Property licensed to Unidym under the

License Agreements, Unidym hereby grants to TEL, a world-wide, perpetual, irrevocable, non-terminable, fully paid-up, royalty-free, non-exclusive, transferable, sublicensable right and license under all of Unidym’s rights under the CNT Products IP to make, have made, use, import, market, sell and distribute CNT Products solely in the LCD Field and the Solar Field (the “ CNT Products License ”).

2.2 Deliverables . At the Closing, Unidym shall deliver to TEL a copy of a document entitled “Unidym Trade Secrets LCD Ink and Film Making” (the “ CNT Products Materials ”) setting forth the most updated technical information and documentation, including formulas and recipes, for producing CNT Products from CNT for use in the LCD Field and, to the extent available, the Solar Field. Unidym further agrees to deliver to TEL, on no less frequent than a quarterly basis, any updated version of the CNT Products Materials to ensure that the CNT Products Materials then in TEL’s possession contains the most updated technical information and documentation then held by Unidym.

2.3 Covenant Not to Exercise Certain Rights . Notwithstanding the foregoing grant of the CNT Products License, TEL agrees that it will not exercise its rights under the CNT Products License (other than its Non-Commercial Rights), unless and until there has been a Release Event. “ Release Event ” shall mean any of the following:

(a) A receiver, trustee, or similar officer is appointed for the business or property of Unidym, or Unidym files a petition in bankruptcy, files a petition seeking any reorganization, makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;

(b) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Unidym and not stayed, enjoined, or discharged within 60 days;

(c) any similar or analogous proceedings or event to those in clauses (a) to (b) above occurs in respect of Unidym within any jurisdiction outside the USA;

(d) Unidym ceases to carry on its Inks/Films Business;

(e) Unidym takes any action to liquidate and dissolve; or

(f) Unidym generally fails to pay its debts and obligations when due (after taking into account any cure periods) in the ordinary course of its business;

provided, that in the case of a Release Event described in clauses (d) and (f) above, no Release Event shall be deemed to have occurred unless and until such determination has been made pursuant to the following procedures:

(x) TEL shall send a notice to Unidym indicating its good faith belief that such a Release Event has occurred, together with any supporting evidence;

(y) Unless within 10 Business Days after the date of such notice TEL receives a counter-notice in writing from Unidym stating that in its view no such Release

Event has occurred, together with any supporting evidence, or, if appropriate, that the event or circumstance giving rise to the Release Event has been rectified as shown by documentation in support thereof, the Release Event shall deemed to have occurred; and

(z) If TEL receives such a counter-notice within the 10 Business Day period set forth above, TEL and Unidym agree to discuss in good faith a resolution to the issue of whether or not a Release Event has occurred and remains unrectified. If the parties are not able to resolve their dispute regarding whether or not such a Release Event has occurred within 90 days after the date of such counter-notice, either Party may invoke the dispute resolution procedure set forth in Section 8.9(c) hereof;

Notwithstanding the foregoing, upon (a) Unidym achieving Net Sales of CNT Related Products of $10 million or more during a 12-month period; or (b) the acquisition of a controlling interest in Unidym by a well-capitalized chemical, materials or similar company with the capacity and strategic goal to engage in the Inks/Films Business, as determined by TEL in its reasonable discretion, the CNT Products License shall be deemed to have been revised to be limited to the Non-Commercial Rights only, and the occurrence of a Release Event at any time thereafter shall have no effect on the scope of the CNT Products License.

2.4 Assignment to TEL Affiliate . TEL shall have the right to assign all or any portion of the licensed rights granted pursuant to this Article II to a TEL Affiliate without the prior consent of Unidym.

2.5 Confidentiality . TEL agrees to maintain in confidence and not to disclose to any third party the CNT Products Materials, other than to its employees or contractors (or those of a TEL Affiliate or a permitted sublicensees or assignees, if any) who need to know the same in order to use the CNT Products Materials within the scope of the CNT Products License or for any other purpose authorized in writing by Unidym. In the event that CNT Products Materials is disclosed to TEL’s employees or contractors (or those of its Affiliates and permitted sublicensees or assignees), TEL shall ensure that they are bound by the same confidentiality obligations as are contained in this Section 2.5 . The foregoing obligation shall not apply to:

(a) Information that is known to TEL or a TEL Affiliate prior to the time of disclosure to TEL, as evidenced by written records;

(b) Information disclosed to TEL by a third party that has no obligation to maintain the confidentiality thereof;

(c) Information that is independently developed by TEL or one of its Affiliates without the use of the CNT Products Materials;

(d) Information that becomes part of the public domain through no fault of TEL or a breach of the confidentiality obligations set forth herein; or

(e) Information that is required to be disclosed by order of a Governmental Entity, provided that TEL shall use its commercially reasonable efforts to notify Unidym prior to the disclosure of such information and, if requested by Unidym, cooperate with Unidym to seek to obtain confidential treatment of such information by such Governmental Entity.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF UNIDYM

Unidym represents and warrants to TEL as follows:

3.1 Organization of Unidym . Unidym is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Unidym has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

3.2 Authority .

(a) Unidym has all requisite corporate power and authority to enter into this Agreement, and each other agreement, certificate or document contemplated thereby or hereby (collectively with the Agreement, the “ Transaction Agreements ”) to which it is or will be a party and to consummate the Transactions. Unidym’s Board of Directors has approved the Transaction Agreements to which it is or will be a party and the Transactions. The execution, delivery and performance by Unidym of this Agreement and the other Transaction Agreements to which it is or will be a party and the consummation by Unidym of the Transactions have been duly authorized by all necessary corporate action on the part of Unidym and no further action is required on the part of Unidym to authorize the Transaction Agreements to which it is or will be a party and the Transactions. The approvals of Unidym’s Board of Directors have not been revoked, rescinded or amended.

(b) This Agreement has been, and each of the other Transaction Agreements to which Unidym is a party will be at the Closing Date, duly executed and delivered by Unidym and, assuming the due authorization, execution and delivery by the other parties hereto and thereto (other than Unidym), this Agreement constitutes, and in the case of such Transaction Agreements they will at the Closing Date constitute, valid and binding obligations of Unidym, enforceable against Unidym in accordance with their respective terms, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.3 No Conflict . The execution and delivery by Unidym of this Agreement and each other Transaction Agreement to which Unidym is a party, and the consummation of the Transactions, do not and will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or result in the creation of any lien upon any of Unidym’s properties or assets (tangible or intangible) under (i) any provision of Unidym’s Certificate of Incorporation, By-Laws or other organizational documents of Unidym, (ii) any material contract to which Unidym is a party or to which it or any of its properties or

assets (whether tangible or intangible) is subject or bound, or (iii) any law applicable to Unidym or any of its properties or assets (whether tangible or intangible), except, in the case of (ii) or (iii), for such conflicts, violations or defaults as would not individually or in the aggregate reasonably be expected to be material to Unidym’s ability to consummate the Transactions to which they are a party in a timely manner.

3.4 Consents . No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Entity, is required by, or with respect to, Unidym in connection with the execution and delivery of this Agreement and the other Transaction Agreements to which Unidym is a party or the consummation of the Transactions.

3.5 Solvency .

(a) Unidym has not, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) been convicted of, or pleaded guilty or no contest to, any felony.

(b) Unidym is not insolvent.

3.6 Absence of Liens .

(a) Unidym has good and valid title to all of the Equipment Related IP, free and clear of any Liens.

3.7 Intellectual Property .

(a) The Equipment Related IP constitutes all of the Intellectual Property rights owned by Unidym that relate to Equipment or Equipment Process, and Unidym has the right to transfer such Equipment Related IP to TEL as contemplated hereunder.

(b) All of the Equipment Related IP is exclusively owned by Unidym, and no other Person has any rights therein. Except for the licenses granted pursuant to the joint development agreements with Samsung Electronics and LG Display, Unidym has not granted a license or similar right (including a covenant not to sue), or agreed to grant such a license or similar right, to any third party of any of the Equipment Related IP. To Unidym’s Knowledge, the Equipment Related IP was created solely by employees of Unidym acting within the scope of their employment, or by third parties, all of which employees and third parties have validly and irrevocably assigned all of their rights, including Intellectual Property rights therein, to Unidym.

(c) Unidym has no Knowledge of any facts, circumstances or information that would render any Equipment Related IP invalid or unenforceable or would adversely affect any pending application for any Registered Intellectual Property included in the Equipment Related IP. All necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property have been paid.

(d) Unidym has taken commercially reasonable measures consistent with industry standards to protect the proprietary nature of the Equipment Related IP and to maintain in confidence all trade secrets and confidential information included in the Equipment Related IP.

(e) The CNT Products Materials contain the most recently updated technical information and documentation held by Unidym that relates to the CNT Products IP, and is sufficient to enable TEL to exercise all of its rights under the CNT Products License in the LCD Field and, to the extent available, the Solar Field. The CNT Products IP constitutes all of the Intellectual Property rights owned or licensed by Unidym that relate to the production of CNT Products from CNT for use in the LCD Field.

3.8 Litigation . There is no material action, suit or proceeding of any nature pending or, to Unidym’s Knowledge, threatened against Unidym or any of their respective properties and Unidym is not subject to any outstanding order of any Governmental Entity that, in either case, would be reasonably likely, individually or in the aggregate, to (a) prevent or materially delay the consummation of the Transactions, (b) otherwise prevent or materially delay performance by Unidym of any of their material obligations under this Agreement, or (c) which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, properties, liabilities, obligations, financial condition, operations or results of operations of Unidym.

3.9 Brokers’ and Finders’ Fees . Unidym has not incurred, or will incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any of the other Transactions.

3.10 Representations Exclusive . Except for the representations and warranties expressly set forth in this Article III or any certificates furnished by Unidym or an officer of the Unidym pursuant to this Agreement, neither Unidym nor any other Person makes any express or implied representations or warranties on behalf of Unidym.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES BUYER

TEL represents and warrants to Unidym as follows:

4.1 Organization of TEL . TEL is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. TEL has the full power and authority to own its properties and to carry on its business as now being conducted.

4.2 Authority .

(a) TEL has all requisite power and authority to enter into this Agreement and the other Transaction Agreements to which it is a party and to consummate the Transactions. The Board of Directors of TEL has approved the Transaction Agreements to which it is or will be a party and the Transactions. The execution and delivery of this Agreement and the other Transaction Agreements to which TEL is a party and the

consummation of the Transactions have been duly authorized by all necessary action on the part of TEL. The approvals by TEL’s Board of Directors have not been revoked, rescinded or amended.

(b) This Agreement has been, and each of the other Transaction Agreements to which TEL is a party will be at the Closing Date, duly executed and delivered by TEL and, assuming the due authorization, execution and delivery by the other parties hereto and thereto (other than TEL), this Agreement constitutes, and in the case of the other Transaction Agreements they will at the Closing Date constitute, valid and binding obligations of TEL, enforceable against TEL in accordance with their respective terms, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

4.3 No Conflict . The execution and delivery by TEL of this Agreement and the other Transaction Agreements to which either is a party, and the consummation of the Transactions, do not and will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (i) any provision of the TEL Certificate of Incorporation or TEL’s By-Laws, (ii) any material contract to which TEL is a party or to which it or any of its properties or assets (whether tangible or intangible) is subject or bound, or (iii) any Law applicable to TEL or any of its properties (whether tangible or intangible) or assets, except, in the case of (ii) or (iii), for such conflicts, violations or defaults as would not individually or in the aggregate reasonably be expected to be material to TEL’s ability to consummate the Transactions to which they are a party in a timely manner.

4.4 Consents . No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to TEL in connection with the execution and delivery of this Agreement and the other Transaction Agreements by TEL or the consummation by TEL of the Transactions.

4.5 Litigation . There is no material action, suit or proceeding of any nature pending or, to the Knowledge of TEL, threatened, against TEL or any of their respective properties and TEL is not subject to any outstanding order of any Governmental Entity that, in either case, would be reasonably likely, individually or in the aggregate, to (a) prevent or materially delay the consummation of the Transactions, (b) otherwise prevent or materially delay performance by TEL of