NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2017, Nanophase Technologies Corporation (the
Company) executed the following agreements with Eminess
Technologies, Inc. (Eminess):

License Agreement

to the License Agreement, the Company has granted Eminess an
exclusive, perpetual, assignable and irrevocable license, with
the right to sublicense, to use the necessary know-how with
respect to certain of the Companys polishing slurries (the
License Agreement Products) in the specified polishing field (the
Product Know-How) to make, have made, formulate, use, offer for
sale, sell, have sold and import such License Agreement Products
in the specified polishing field anywhere in the world. The
Company, however, remains the owner of all right, title and
interest in and to the Product Know-How, subject to the rights
granted under the License Agreement. The License Agreement
imposes confidentiality obligations on Eminess with respect to
the Product Know-How, but Eminess is permitted to disclose the
Product Know-How relating to the manufacture of the License
Agreement Products, under terms of confidentiality, to third
parties manufacturing the License Agreement Products on behalf of
Eminess. The Company and Eminess have agreed that any
improvements, developments or modifications made, developed or
invented solely by Eminess or its sublicensees or manufacturers
related to the Product Know-How will be owned exclusively by
Eminess.

In consideration of the license, Eminess has agreed to pay the
Company an annual royalty, calculated as a percentage of the
gross sales of all License Agreement Products by Eminess, less
the amount of any customer returns or credits and adjusted for
certain manufacturing costs incurred by Eminess. The License
Agreement does not impose any obligation on Eminess to sell any
License Agreement Products.

The term of the License Agreement continues until terminated or
cancelled. The Company may cancel the License Agreement if (1) a
petition in bankruptcy is filed or Eminess is adjudged bankrupt;
(2) Eminess takes advantage of any insolvency act or debtors
relief act; (3) Eminess makes an assignment for the benefit of
its creditors; or (4) the business or assets of Eminess, or any
substantial portion thereof, are seized, nationalized,
confiscated or expropriated. After termination or cancellation of
the License Agreement, all licenses granted to Eminess will
terminate.

Supply Agreement

Under the Supply Agreement, the Company has agreed to supply to
Eminess, and Eminess has agreed to purchase from the Company,
100% of Eminess requirements of certain Ceria and Alumina
nanoparticles (the Supply Agreement Products). The Company has
also agreed that, for a period of 10 years, it will not, and will
cause its affiliates and designees not to, directly or
indirectly, use or market, promote or sell any of the Supply
Agreement Products to any person for use in polishing
applications of the Supply Agreement Products, but the Company is
permitted to use the Supply Agreement Products for surface
preparation or modification of its own materials as may be
required to facilitate placement of the Supply Agreement Products
in connection with other applications. The Supply Agreement sets
forth the minimum amount of Supply Agreement Products that
Eminess is required to purchase from the Company annually,
measured each calendar quarter on a rolling 12-month basis.

In connection with the purchase and supply of the Supply
Agreement Products, Eminess also purchased certain equipment from
the Company for a purchase price of $36,000.

The term of the Supply Agreement will expire on June 23, 2027
(the Expiration Date). The Supply Agreement may be extended
beyond the Expiration Date by mutual agreement of the parties. If
the parties do not agree to an extension, either party may elect
to terminate the Supply Agreement on the Expiration Date, with at
least 180 days prior notice to the other party. The Supply
Agreement may also be terminated prior to the Expiration Date by
either party (1) immediately upon certain events of bankruptcy or
insolvency, or an assignment for the benefit of creditors, or
similar events, occurring with respect to the other party; (2)
immediately in the event of the dissolution, liquidation or
winding up of the other party; or (3) upon a material breach or
default in the performance of the other partys obligations under
the Supply Agreement, which breach or default is not cured within
60 days after receipt of written notification of such breach or
default. If Eminess terminates the Supply Agreement based on any
of the events set forth in (1), (2) or (3) above, upon such
termination, the Company has agreed to grant Eminess an
irrevocable option to obtain from the Company an exclusive,
assignable, irrevocable license, with the right to sublicense, to
all know-how, formulations and technology necessary to make, have
made, use, offer for sale, sell, have sold and import the Supply
Agreement Products for polishing applications specified in the
Supply Agreement anywhere in the world, and Eminess has agreed to
pay the Company a one-time royalty of $10,000 for such license.
If granted, this license will expire on the Expiration Date.

Development Agreement

The objective of the parties under the Development Agreement is
to develop effective chemical formulations along with physical
processes that enable the dispersion of particles into stable
liquid formulations suitable for use in polishing applications
(the Technology). To achieve that objective, the Company has
agreed to investigate certain particle stabilization systems that
impact stability, perform types of experiments generally
described in the Development Agreement and provide technical data
and written information on the research findings to Eminess, and
Eminess has agreed to pay the Company a research and development
fee of $250,000. The Company has agreed to transfer the
Technology to Eminess in accordance with the process and
procedure outlined in the Development Agreement. Eminess and the
Company will jointly own all Technology developed under the
Development Agreement. Neither party will acquire any rights
under any intellectual property owned or created by the other
party prior to the effective date of the Development Agreement or
after that date through efforts independent of the activities
covered by the Development Agreement (the Background IP). To the
extent that any of the Companys Background IP is incorporated
into the Technology, the Company has granted Eminess a
nonexclusive, royalty-free, perpetual license to such Background
IP solely in connection with the Technology. Each party has also
agreed to keep confidential information and data relating to,
among other things, the other partys business, intellectual
property and the Technology.

The foregoing descriptions of the Agreements do not purport to be
complete and are qualified in their entirety by reference to the
text of the License Agreement, which is filed, with confidential
portions redacted, as Exhibit 10.1 hereto and is incorporated
herein by reference, the text of the Supply Agreement, which is
filed, with confidential portions redacted, as Exhibit 10.2
hereto and is incorporated herein by reference, and the text of
the Development Agreement, which is filed as Exhibit 10.3 hereto
and is incorporated herein by reference.

Item 8.01. Other Events.

On June 29, 2017, the Company issued a press release announcing
that it had executed the Agreements with Eminess. A copy of the
press release is attached hereto as Exhibit 99.1 and the
information set forth therein is incorporated herein by reference
and constitutes a part of this report.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits:

The following items are filed as exhibits to this Current Report
on Form 8-K:

*Confidential treatment has been requested with respect to
certain portions of this exhibit. Omitted portions have been
filed separately with the Securities and Exchange Commission.

NANOPHASE TECHNOLOGIES Corp Exhibit
EX-10.2 3 ex10-2.htm EXCLUSIVE SUPPLY AGREEMENT   Nanophase Technologies Corporation 8-K   EXHIBIT 10.2 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. Omitted information,…
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About NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX)

Nanophase Technologies Corporation is a materials and applications developer and commercial manufacturer with an integrated family of materials technologies. The Company produces engineered nano and sub-micron materials for use in a range of markets, including personal care, including sunscreens, architectural coatings, industrial coating applications, abrasion-resistant additives, plastics additives, medical diagnostics, energy, and a range of surface finishing technologies (polishing) applications, including optics. The technologies are designed to offer nanomaterial solutions for a targeted market or a specific customer application. The Company’s nanomaterials platform includes over two distinct manufacturing processes (Plasma Vapor Synthesis (PVS) and NanoArc Synthesis (NAS)) to make nanomaterials or nanoparticles. The Company’s products include Aluminum Oxide, Antimony Tin Oxide, Bismuth Oxide, Cerium Oxide, Iron Oxide and Zinc Oxide.