Joint Faculty Agreement

No. JFA-2001-4

Between Virginia Polytechnic Institute and State University And UT- Battelle, LLC

THIS AGREEMENT, with an effective date of May 1, 2001, among UT-Battelle, LLC, a company organized and existing under the laws of the State of Tennessee, with an office at 111B Union Valley Road, Oak Ridge, Tennessee, 37830 (hereinafter referred to as "UT-BATTELLE") and Virginia Polytechnic Institute and State University, a nonprofit educational institution of the State of Virginia having a place of business at Blacksburg, Virginia 24060.

WHEREAS, UT-BATTELLE has heretofore entered into contract No. DE-ACO5-00OR22725 with the United States Of America (hereinafter referred to as the "Government"), acting through the Secretary of Energy, the statutory head of the Department Of Energy (hereinafter referred to as "DOE"); and

WHEREAS, under contract No. DE-ACO5-00OR22725, UT-BATTELLE operates certain facilities of the Government, including the Oak Ridge National Laboratory (hereinafter referred to as "ORNL") at Oak Ridge, Tennessee for DOE; and

WHEREAS, UT-Battelle/ORNL recognize that Virginia Polytechnic Institute and State University (hereinafter referred to as "University"), through its research programs, staff, faculty, and facilities, in partnership with UT?Battelle/ORNL, have the ability to recruit nationally recognized researchers who can significantly enhance the reputation of both UT-BATTELLE/ORNL and the University; and

WHEREAS, the Parties have recognized the need for a University/UT-Battelle/ORNL Joint Faculty Program to attract the best scientists at all academic levels to both Institutions; and WHEREAS, the Parties need to establish the formal administrative procedures necessary to ensure long term success of this University/UT-Battelle/ORNL Joint Faculty Program; NOW

THEREFORE, the Parties hereto do mutually agree as follows:

Article I: Purpose

The purpose of the University/UT-Battelle/ORNL Joint Faculty Program is to attract and recognize scientists and engineers with rising national stature and reputation at all academic levels and to enhance the quality of science, technology, education, and industrial development in the regions surrounding the facilities of both the University and UT-Battelle/ORNL. It is intended that the persons attracted to this program will have the expertise in basic sciences, engineering or related fields of interest to the University, and in areas of research conducted for DOE by UT-Battelle/ORNL.

Article II: Nomination And Selection Of Candidates

The University and UT-Battelle/ORNL will work together to identify research areas and candidates of joint interest to both Institutions. Typically mutual agreement between a department head and a division director and normal Institutional appointment procedures (including affirmative action) will be followed in the selection of candidates for these positions. DOE approval for some salaries and aliens will be necessary. Initial funding arrangements, mutually beneficial to the two Institutions, may be made specific to each joint faculty appointment.

Article III: Type Of Appointment And Compensation

Each joint faculty appointee shall have a joint appointment at University and UT?Battelle/ORNL. With the agreement of the two Institutions, the position at University will be a tenured, tenure-track, or research professional position within a department and the position at UT-Battelle/ORNL will be a professional staff?exempt, research associate or research professor. Existing University faculty and UT-Battelle/ORNL staff are eligible for appointment under the Joint Faculty Program upon agreement of the two Institutions. Compensation to each joint faculty appointee (determined by representatives of the two Institutions) will be appropriate to his or her capabilities. To provide continuity with respect to salary and benefits, the Parties agree that one Institution (University or UT-Battelle/ORNL) shall act as employer of each joint faculty appointee. For all tenure-track appointments, University shall be the employer. If the scientist is a present employee of either Institution, he or she shall remain such. Any new joint faculty appointee brought into the program will be identified at the appropriate time as an employee of one Institution and will, in fact, be retained by that Institution in accordance with all of its policies and procedures. The Institution assigning the joint faculty appointee will be the administrative contact for the program to disburse all salaries and benefits in accordance with the policies and procedures of the assigning Institution.

It is contemplated that each party may assign joint faculty appointees to the other Party's facility as part of this Agreement. Such joint faculty appointees assigned by the assigning Party, under this Agreement, shall not, during the period of such assignments, be considered employees of the receiving Party for any purposes.

The receiving Party shall have the right to exercise routine administrative and technical supervisory control of the occupational activities of such personnel during the assignment period and shall have the right to approve the assignment of personnel or request their removal by the employer assigning Party.

Article IV: Costs

The assigning Institution administratively responsible for the joint faculty appointee will invoice the receiving Institution for that portion (anticipated to be in the range of 25% to 75%) of the program costs for which the receiving Institution is responsible. The receiving Institution agrees to reimburse the assigning Institution in accordance with a separate purchase order or subcontract, the terms and conditions of which shall be in accordance with all laws and regulations applicable to the receiving Institution regarding such purchase order or subcontract.

University and UT-Battelle/ORNL agree that, for the withdrawal of support for any individual joint faculty appointee, the Institution withdrawing support must give a one-year notice to the other Institution of its intent to withdraw support. The Parties agree to negotiate an equitable sharing of any unforeseen additional costs, (subject to availability of funds) incurred by the receiving Institution relating to the joint faculty appointee. Additional costs incurred by the receiving Institution relating to the joint faculty appointee shall be invoiced to the assigning Institution, according to the contract mechanism under which the joint faculty appointee is assigned, on a monthly basis for inclusion in the total overall costs of the program. Both Institutions agree to waive any overhead charges normally associated with extra Institutional staff.

Article V: Intellectual Property Rights

The rights of the Parties in intellectual property ("IP") made or authored by their employees assigned under this Agreement shall be determined in accordance with the respective implementing contract mechanism under which they are assigned.

The Parties acknowledge that, in the course of the program, there may be IP jointly conceived, made or authored by joint faculty appointees of University and UT-Battelle/ORNL employees or joint faculty appointees of UT-Battelle/ORNL and employees of University during the course of a joint faculty assignment under this Agreement. With respect to such joint IP, the Parties agree to address how such joint IP shall be held and commercialized and the rights and obligations of each party as to such joint IP in a separate Licensing and Royalty-Sharing Agreement. The Parties agree that in all such commercialization arrangements as described above, the Parties shall grant the Government a nonexclusive, irrevocable, nontransferable, paid-up, worldwide license to practice or to have practiced the IP on behalf of the U.S. Government.

Article VI: Reserved

Article VII: Review Of Program The University/UT-Battelle/ORNL

Joint Faculty Program will be reviewed periodically (at least at five-year intervals) by an ad hoc oversight committee, appointed by the Vice President for Research of the University, and the Director of UT-Battelle/ORNL, or their respective designees.

Article VIII: Term And Termination

It is the intent of the Parties that this be a continuing program. Both Parties agree to use best efforts to annually include the funding of this program within each Party's budget process.

Article IX: Assignment

It is understood and agreed that this Agreement is entered into by UT-Battelle/ORNL under its Prime Contract with DOE. UT-Battelle/ORNL is authorized to and will administer this Agreement in all respects unless otherwise specifically provided for herein. Administration of this Agreement may be transferred from UT-Battelle/ORNL to DOE or its designee with notice of such transfer to University, and UT?Battelle/ORNL shall have no further responsibilities hereunder.

Article X: Approval by DOE

This Agreement and any modifications thereto shall be subject to the written approval of the duly authorized representative of DOE and shall not be binding unless so approved.

IN WITNESS WHEREOF, the Parties hereto have executed this agreement.

UT-BATTELLE, LLC

BY: NAME: Lee L. Riedinger TITLE: Deputy Director for Science and Technology DATE: 5/15/01

Virginia Polytechnic Institute and State University

BY: NAME: David W. Richardson TITLE: Interim Associate Director, OSP DATE: 5/22/01

APPROVED ON BEHALF OF THE UNITED STATES DEPARTMENT OF ENERGY

BY: NAME: James A. Reafsnyder TITLE: Director, Partnerships & Program Development DATE: 5/31/01

Appendix A To Joint Faculty Agreement No. JFA-2001-4

Letter Agreement Between UT-Battelle/ORNL And Virginia Polytechnic Institute and State University

Appendix B To Joint Faculty Agreement No. JFA-2001-4

Obligations and Responsibilities of Assignee Assignee

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