We will be highly dependent upon third parties to develop and commercialize products using our POET Technology.

A key part of our strategy is to form collaborations with semiconductor, defense and electronics companies that will assist us in developing, testing, and commercializing the POET platform. We currently have a collaborative agreement for process development with BAE Systems, Nashua, New Hampshire (“BAE”), which provides for the joint development program of the Company’s POET technology and undivided 50% joint interest in intellectual property jointly developed thereunder (subject to the Company’s and its subsidiaries’ obligations to UCONN), with royalties running from each to the other in connection with revenues generated from the intellectual property. BAE does not have any exclusive rights to develop POET. We anticipate entering into agreements with other companies relating to developing the technology and supporting our commercialization efforts in the commercial sector. If we are unable to do this in a timely basis, we may be delayed in one or all stages of our progress, which could prove costly both operationally and strategically.

We expect to negotiate specific ownership rights with respect to the intellectual property developed as a result of the collaboration with each such party. While ownership rights will likely vary from program to program, in general we will seek to retain ownership rights to developments directly relating to POET and such third parties will retain rights specific to the application under development.

Despite our existing development agreement with BAE, we cannot make any assurances that:

·we will be able to enter into additional collaborative arrangements to develop products utilizing our POET technology;

·any existing or future collaborative arrangements will be sustainable or successful;

·the applications contemplated in collaborative arrangements will be further developed by the collaborating party in a timely fashion;

·any collaborating party will not infringe upon our intellectual property position in violation of the terms of the collaboration contract; or

·milestones in collaborative agreements will be met and milestone payments, if any, will be received.

mmm, mmm, 100nm?

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