EXHIBIT 10.3 CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PROJECT II RESEARCH AGREEMENT BETWEEN THE UNIVERSITY OF WASHINGTON AND THE WASHINGTON TECHNOLOGY CENTER AND MICRO VISION, INC. This AGREEMENT is entered into as of the 23 day of October, 1993 (hereinafter the "EFFECTIVE DATE" by and between the University of Washington, a public institution of higher education with offices at Seattle, Washington 98195, hereinafter referred to as "UW", The Washington Technology Center, an agency of the State of Washington headquartered at the University of Washington, 300 Fluke Hall, FJ-15, Seattle, Washington 98195 (hereinafter "WTC") and MICRO VISION, INC., having a place of business at 6500 Columbia Center, 701 Fifth Avenue, Seattle, WA 98104-7003 (hereinafter "MICRO VISION"). WHEREAS, UW and WTC have an active research program concerning development of a Virtual Retinal Display funded in part by Mrss. David Hunter, Caisey Harlingten, and George Hatch (known collectively as "The H. Group") under a previous agreement entitled "PROJECT I Research Agreement Between the University of Washington and the Washington Technology Center and THE H. GROUP" (hereinafter "PROJECT I") wherein this AGREEMENT was attached thereto as "Attachment C"; WHEREAS, THE H. GROUP has properly assigned its option rights granted to them under the PROJECT I AGREEMENT to MICRO VISION, the new company to be formed by THE H. GROUP as contemplated by the PROJECT I AGREEMENT. WHEREAS, MICRO VISION remains interested in that research and wishes to continue to encourage and support certain aspects of the research by entering into this AGREEMENT; WHEREAS, UW, WTC and MICRO VISION desire to combine their mutual interest in this research; WHEREAS, MICRO VISION is a start-up company located in, operating in, and preferably, incorporated in, Washington State, formed as a result of the undertaking of THE H. GROUP as described in the PROJECT I AGREEMENT referenced herein, in order to CONCURRENTLY HEREWITH accept a license to the UW PROPRIETARY MATTER (defined below) and to commercialize the results of PROJECT II (defined below); PAGE 2 NOW, THEREFORE, in consideration of the above and the mutual covenants, terms, and conditions set forth below, UW, WTC and MICRO VISION agree as follows: 1.0 DEFINITIONS 1.1 Terms defined in this Article, and parenthetically defined elsewhere in this AGREEMENT, shall throughout this AGREEMENT have the meaning provided. Defined terms may be used in the singular or in the plural, as sense shall require. Terms defined in this Article and throughout this AGREEMENT will be printed in capital letters for ease of reference. 1.2 "PARTIES" means MICRO VISION (as the sponsoring PARTY), UW, and WTC including their AFFILIATES, successors or assigns as permitted by this AGREEMENT, and "PARTY" means either one of them as the context where such terms is used indicates. 1.3 "AFFILIATE" means any corporation, company, new start-up company, or other business entity (including any joint venture, partnership, form of association or otherwise) located in, and operating in, and preferably, incorporated in, Washington State and directly or indirectly controlling, controlled by, or under common control with MICRO VISION; "control" of an entity for purposes of this definition shall mean having the right to direct or to appoint or remove a majority or more of the members of the board of directors (or their equivalent) or management (including the president, chairman of the board, or general or managing partner as applicable) of said entity, by contract, agreement, provisions in the applicable articles or bylaws, ownership of or holding rights to vote sufficient numbers of voting shares, securities or other rights entitled to vote for, appoint, or remove the same, or having such right to so direct or appoint the same by applicable law. 1.4 "This AGREEMENT" means this Research Agreement, including all Enclosures which are made a part hereof, which includes the EXCLUSIVE LICENSE AGREEMENT, as amended in writing by the PARTIES from time to time. 1.5 "EFFECTIVE DATE" means the date referenced in the Preamble above. The EFFECTIVE DATE takes effect upon signature of this AGREEMENT by the PARTIES hereto. 1.6 "PRINCIPAL INVESTIGATOR" means the individual indentified in Paragraph 3.3 of this AGREEEMENT, or any successor to such individual pursuant to Paragraph 3.3. 1.7 "UW RESEARCHERS" means any and all technical or other personnel (who may or may not be AFFILIATED with UW as either faculty, students, or pre- or post-doctoral candidates, fellows, physicians, nurses, scientists, or employees) who are designated or used by UW to perform, render, or supervise any services, research, or assistance related to PROJECT II, including the PRINCIPAL INVESTIGATOR. PAGE 3 1.8 "PROJECT I" means the "Project I Research Agreement" referenced in the Preamble above. 1.9 "PROJECT II" means this Agreement and the project described in Enclosure I attached to and made a part of this AGREEMENT. 1.10 "EXCLUSIVE LICENSE AGREEMENT" shall mean a license to MICRO VISION under the terms and conditions, entitled "EXCLUSIVE LICENSE AGREEMENT Between The University of Washington and MICRO VISION". 1.11 "TECHNICAL INFORMATION" shall mean any technical facts, data, or advice, written or oral (in the form of information contained in patents and patent applications, reports, letters, drawings, specifications, testing procedures, training and operational manuals, bills of materials, photographs and the like) relating to the VRD and owned or in the possession of UW. 1.12 "UW INVENTION" means any PATENTABLE or PATENTED new and useful process, machine, manufacture or composition of matter conceived solely by UW at any time during the course of, and as a direct result of, PROJECT II (whether or not reduced to practice). 1.13 "UW PATENTS" means: a) The UW BACKGROUND RIGHTS patents consisting of the United States Patent(s) and any Patents issued from the United States Patent Application(s) listed in Enclosure 3 below, together with all corresponding foreign patents filed or issued during the term of this AGREEMENT which relate to the VRD, and all reissues, divisionals, continuations, and continuations in part thereof; and/or b) all U.S. and foreign utility and design PATENTs and PATENT applications (including any divisionals, continuations, continuations in part, reexaminations, extensions, renewals, or reissues thereof), design registrations, utility models and similar rights and applications therefor arising from this AGREEMENT. 1.14 "UW BACKGROUND RIGHTS" means PATENTED, UNPATENTED, UNPATENTABLE, COPYRIGHTED, UNCOPYRIGHTED and/or UNCOPYRIGHTABLE information, discoveries, data, processes, computer projects, source code, object code, documentation or other TECHNICAL INFORMATION in tangible form necessary to be employed in PROJECT II, not arising directly from PROJECT II, but to which UW has acquired rights based on the results of UW or efforts separately from PROJECT II (whether or not such development is prior to or concurrently with the efforts of PROJECT II). Enclosed 3 provides a list, as of the EFFECTIVE DATE of this AGREEMENT, of UW BACKGROUND RIGHTS which UW AND WTC believes shall be employed in PROJECT II, which contribute to PROJECT II, or which form a portion of or all of the rights necessary for MICRO VISION to produce LICENSED PRODUCTS during or at the conclusion of PROJECT II. UW BACKGROUND RIGHTS shall not include any inventions, discoveries PAGE 4 or information which are subject to any contractual obligation exclusively between UW and any third PARTY or between WTC and any third Party. 1.15 "COPYRIGHTS" means all registered and unregistered statutory copyright rights and applications for registration thereof and all common law COPYRIGHTS, and includes DERIVATIVE WORKS of or assigned to UW created as a result of this AGREEMENT. 1.16 "DERIVATIVE WORKS" means a work created based on incorporating the results hereunder in whole or in part, including but not limited to translations, abridgments, condensations, improvements, updates, enhancements, or any other form in which the results hereunder may be recast, transformed, adapted or revised in whole or in part. 1.17 "UW PROPRIETARY MATTER" means any combination of COPYRIGHTABLE or COPYRIGHTED work, UW PATENTS, UW INVENTIONS and TECHNICAL INFORMATION. 1.18 "CONFIDENTIAL INFORMATION" means confidential information or data disclosed to a PARTY (the "RECEIVING PARTY") in connection with PROJECT II by the other PARTY (or, with respect to MICRO VISION, by its AFFILIATE) (the "DISCLOSING PARTY"), including without limitation trade secrets, algorithms, processes, formulae, programming, TECHNICAL INFORMATION, programming concepts and methods, source code and accompanying comments and documentation which allow understanding thereof, product specifications and procedures or operation, and all records, models, prototypes, other media containing or disclosing such information or data, EXCEPT, any such information that (i) is already or becomes generally available to the public free from any confidentiality obligations through no breach of any confidentiality obligation under this AGREEMENT by the RECEIVING PARTY (provided, however, that information shall not be deemed generally available to the public merely because any part of that information is embodied in general disclosures or because individual features or components, or a combination thereof, are now or become generally available to the public), (ii) is already known by the RECEIVING PARTY (or, with respect to MICRO VISION, by its AFFILIATE), without any confidentiality obligation to the DISCLOSING PARTY, prior to receipt from the DISCLOSING PARTY, (iii) is independently developed by the RECEIVING PARTY (or, with respect to MICRO VISION, by its AFFILIATE), without use of CONFIDENTIAL INFORMATION of the DISCLOSING PARTY, (iv) is independently disclosed to the RECEIVING PARTY (or, with respect to MICRO VISION, to its AFFILIATE) by a source other than the DISCLOSING PARTY which source is under no obligation to maintain the confidentiality thereof (provided that the RECEIVING PARTY shall not disclose any such information regardless of the source if the RECEIVING PARTY knows or has reason to know that such information should be kept confidential), or (v) is required by a court or governmental agency to be disclosed to it by the RECEIVING PARTY (or, with respect to MICRO VISION, by its AFFILIATE) in connection with any proceeding over which such agency or authority has jurisdiction, provided that the RECEIVING PARTY (or, with respect to MICRO VISION, its AFFILIATE) shall use its best efforts to obtain confidential treatment of such information by the court or agency PAGE 5 and shall accompany its disclosure to the court or agency with written notice of the DISCLOSING PARTY's proprietary rights therein. 2.0 EXERCISE OF EXCLUSIVE FUNDING OPTION 2.1 The PARTIES hereby agree and acknowledge that MICRO VISION is entering into this AGREEMENT only through exercise of its EXCLUSIVE FUNDING OPTION as provided for in the PROJECT I AGREEMENT. 2.2 Consistent with the terms of the aforementioned EXCLUSIVE or NONEXCLUSIVE FUNDING OPTION, the PARTIES agree to enter into the EXCLUSIVE LICENSE AGREEMENT concurrently with entering into this Agreement. 3.0 PROJECT II 3.1 UW will conduct PROJECT II as described in the proposal entitled "DEVELOPMENT OF A COMMERCIALLY-VIABLE VIRTUAL RETINAL DISPLAY" ( hereinafter the "PROPOSAL"), a copy of which is attached hereto as Enclosure 1. PROJECT II will be carried out substantially in accordance with the PROPOSAL'S Scope of Work Statement and Schedule, and the results will be delivered in the form of a final report. PROJECT II may be extended under mutually acceptable terms by the written agreement of MICRO VISION UW, and WTC. 3.2 As an independent agent, UW will apply its reasonable efforts to meet and complete the research described in the PROPOSAL for the purpose of developing a commercially viable VRD. Commonly accepted professional standards of workmanship will be followed. 3.3 The PRINCIPAL INVESTIGATOR for PROJECT II will be Professor Thomas A. Furness who shall lead, supervise and/or perform substantially all research and investigations under PROJECT II, select and supervise other PROJECT II Participants, as needed and certify all progress reports and the final report under this AGREEMENT. The PRINCIPAL INVESTIGATOR will be the primary contact on behalf of UW and WTC in the performance of all research and development and activities under this AGREEMENT. Other persons can be substituted for the PRINCIPAL INVESTIGATOR with approval of MICRO VISION. If for any reason, Professor Furness or any successor PRINCIPAL INVESTIGATOR hereunder is unable or unwilling to continue as the PRINCIPAL INVESTIGATOR, UW shall immediately notify MICRO VISION and suspend further activities or expenditures under PROJECT II until a successor acceptable to MICRO VISION has been found by UW to succeed Professor Furness as the PRINCIPAL INVESTIGATOR. Upon acceptance of a successor by MICRO VISION and WTC, such successor will become the PRINCIPAL INVESTIGATOR under this AGREEMENT. Alternatively, if Professor Furness is unable or unwilling to continue or UW is unable within a reasonable period of time to find an acceptable successor, MICRO VISION shall have the option, upon written notice to UW and WTC, to PAGE 6 immediately terminate PROJECT II and this AGREEMENT pursuant to the terms of Article 9 below. 3.4 Control of PROJECT II will rest entirely with UW as delegated to the PRINCIPAL INVESTIGATOR. MICRO VISION and WTC will serve in an advisory role which may include recommendations to accelerate efforts in more promising areas or to discontinue fruitless efforts. Title to all equipment, materials and supplies purchased under PROJECT II shall vest in UW upon purchase. 3.5 PROJECT II performance period will begin as of the EFFECTIVE DATE and shall continue for Four (4) Years thereafter (coincident with the TERM of this AGREEMENT set forth in Article 9 below). This period may be amended by mutual agreement in writing by authorized representatives of UW, WTC and MICRO VISION. 3.6 In consideration of the performance by UW of its obligations in accordance with the terms and conditions of this AGREEMENT, MICRO VISION agrees to fund the research and development to be carried out by the PRINCIPAL INVESTIGATOR under PROJECT II, in the amount of Five Million One Hundred Thirty Three Thousand Five Hundred Dollars ($5,133,500.00) to be applied generally in keeping with the estimated budget shown in Enclosure 2. MICRO VISION shall pay such funding to UW in sixteen (16) installments of three hundred twenty thousand eight hundred forty three dollars and seventy five cents ($320,843.75) each. MICRO VISION shall pay the first installment upon the EFFECTIVE DATE of this AGREEMENT and shall pay each additional installment every 3 months (quarterly) during the TERM of this AGREEMENT. UW will invoice MICRO VISION for payments thirty (30) days in advance of the first quarterly payment. Invoicing will be done for payment on the first day of each month of the applicable quarter. In addition, MICRO VISION will, as of the EFFECTIVE DATE, make separate payments for the patent costs stipulated in Article 6 below. 3.7 MICRO VISION' checks for THE RESEARCH FUNDING should be payable to the University of Washington and sent to: Director, Grant and Contract Accounting, Mail Stop ND-22 University of Washington Seattle, WA 98195 3.8 MICRO VISION' checks for PAYMENT OF PATENT EXPENSE REIMBURSEMENTS stated in Article 6 should be payable to the University of Washington and sent to: Director, Office of Technology Transfer Mail Stop JD-50 University of Washington Seattle, WA 98195 4.0 PROJECT II REPORTS AND REVIEWS PAGE 7 4.1 It is agreed that UW and WTC, through the PRINCIPAL INVESTIGATOR, will maintain continuing communication with a designated liaison of MICRO VISION. The reporting frequency shall be no less than four times per year and reporting shall be accomplished by written reports and/or meetings with MICRO VISION. UW, WTC and PRINCIPAL INVESTIGATOR shall, during regular business hours, provide MICRO VISION with access to all ongoing research and PROJECT II results, including (without limitation) access to UW researchers, WTC and UW facilities and premises where such research is being conducted. UW and WTC shall provide responses to any questions by MICRO VISION, provide written status reports of all research performed hereunder and results achieved, and meet from time to time with MICRO VISION. MICRO VISION may elect to visit all sites where PROJECT II's activities are being conducted to review progress and work to date and to take copies or extracts of documents resulting from or describing PROJECT II activities. 4.2 The PRINCIPAL INVESTIGATOR shall meet with MICRO VISION in or about Seattle, Washington or by telephone from time to time as requested by MICRO VISION, or as may be necessary to discuss progress under PROJECT II as well as any questions, problems or difficulties anticipated or encountered on PROJECT II. 4.3 The contact person for MICRO VISION on the conduct of PROJECT II shall be Mr. David Hunter or such other person as MICRO VISION may designate from time to time by notifying UW and WTC in writing. 4.4 Prior to the end of each three (3) month period, UW, WTC, and MICRO VISION will review the progress being made in the technology development, at which time one of three decisions can be made: a) continue the effort as currently planned; b) adjust the effort with negotiated cost and schedule changes; or c) cancel the effort, pursuant to the terms of Article 9, Termination. 5.0 PROPRIETARY RIGHTS 5.1 Title to any UW PROPRIETARY MATTERS will vest in UW. 5.2 MICRO VISION will not, by performance under THIS AGREEMENT, obtain any ownership interest in UW PROPRIETARY MATTERS or any other proprietary rights or information of UW, its officers, inventors, employees, students, or agents, except pursuant to THIS AGREEMENT, the EXCLUSIVE LICENSE Agreement, or other written instrument between the PARTIES. 6.0 INVENTIONS, PATENT PROSECUTION AND COST RECOVERY Page 8 6.1 Within six (6) months after receipt by UW from the PRINCIPAL INVESTIGATOR or UW RESEARCHERS of a formal disclosure of a UW INVENTION or COPYRIGHTABLE work (hereinafter the "UW INVENTION DISCLOSURE"), UW shall disclose to MICRO VISION and WTC, in reasonable written detail, information relating to such UW INVENTION DISCLOSURE. 6.2 MICRO VISION, within ninety (90) days of receiving a UW INVENTION DISCLOSURE, shall determine whether to request UW to file and prosecute any PATENT application(s), domestic or foreign, on the UW INVENTIONS described in such UW INVENTION DISCLOSURE and/or shall determine to request UW to file for any COPYRIGHT registrations with respect to the copyrighted or copyrightable works described in such UW INVENTION DISCLOSURE; provided, however, that UW of its own accord may elect to file and prosecute a PATENT application or COPYRIGHT registration at its own expense prior to being requested by MICRO VISION to do so (in order to comply with U.S. or foreign patent law requirements) or UW may, in consultation with and through participation by WTC, file in the event MICRO VISION should fail to request UW to do so. If UW files any such patent or copyright registration prior to being requested by MICRO VISION, and provided that MICRO VISION has not failed to notify UW pursuant to the terms described above, MICRO VISION may still request UW to continue the prosecution on MICRO VISION'S behalf provided that such "request" is made by MICRO VISION to UW within ninety (90) days of UW's notification to MICRO VISION of any such UW INVENTION DISCLOSURE. If requested, UW shall be obliged to file all such PATENT applications and/or COPYRIGHT registrations, and thereafter diligently prosecute and maintain all such applications and/or registrations. MICRO VISION shall pay all reasonable costs associated with the filing and prosecution of any PATENT application which it has properly requested UW to make. MICRO VISION agrees to pay invoices for such fees and costs submitted by UW within sixty (60) days of receipt of any such invoice from UW. Such UW INVENTION DISCLOSURES elected by MICRO VISION to pursue for patenting or copyright registration shall be thereafter included as UW PROPRIETARY MATTER and subject to the terms of the EXCLUSIVE LICENSE AGREEMENT signed concurrently herewith this AGREEMENT. 6.3 UW shall have sole control of the selection of counsel, preparation, filing, prosecution and maintenance, of any applications for PATENTS or COPYRIGHT registrations for UW PROPRIETARY MATTERS, and examinations thereof, of any validity, opposition or re-examination proceedings related thereto, and of the settlement or disposition of all matters related thereto (including the renewal, defense of assertion thereof); UW shall have no liability or obligation to MICRO VISION with respect to its exercise of discretion or handling of such matters, except to make such report and respond to MICRO VISION'S comments or requests, as may be appropriate. 6.4 UW shall keep MICRO VISION and WTC informed of the status of any and all patents and patent applications comprising UW's PATENTS, and shall provide MICRO VISION with the opportunity from time to time to advise UW on courses of action respecting the filing of new patent applications relating to the INVENTION, prosecution of PATENT applications, and management of PATENTS. Page 9 6.5 In the event that MICRO VISION determines that it does not desire to reimburse UW, or fails for any reason to reimburse UW, for UW PATENT fees incurred under Paragraph 6.2 above, it will promptly notify UW of its decision and UW shall thereafter have the sole and exclusive right to file and/or maintain any such PATENT and/or PATENT application, either foreign or domestic, at its own expense; and, any patent issued or issuing therefrom shall not be included among THE LICENSED SUBJECT MATTER (defined in the EXCLUSIVE LICENSE AGREEMENT) rights unless this AGREEMENT shall be amended, in writing, to include such patent. MICRO VISION, WTC and UW agree to cooperate in filing patent applications in UW's name on any such UW INVENTION and/or improvement where MICRO VISION declines to proceed in its own name and at its own expense. 7.0 CONFIDENTIALITY 7.1 CONFIDENTIAL INFORMATION in connection with this AGREEMENT of MICRO VISION or its AFFILIATES shall not, except as provided herein, be disclosed or made available to the UW RESEARCHERS, WTC or any other persons. However, subject to UW's rights to inventions developed by employees, and further subject to UW's policies regarding employee consulting, MICRO VISION may request the PRINCIPAL INVESTIGATOR, other UW RESEARCHERS, WTC and any other persons towards whom MICRO VISION wishes to share its own CONFIDENTIAL INFORMATION, or share MICRO VISION PROPRIETARY MATTERS, to sign separate written agreements with MICRO VISION to maintain in confidence the CONFIDENTIAL INFORMATION provided by or belonging solely to MICRO VISION or any AFFILIATE and acknowledging the rights of MICRO VISION or any AFFILIATE. 7.2 MICRO VISION shall not disclose UW or WTC CONFIDENTIAL INFORMATION (information received by UW or WTC acting as the DISCLOSING PARTY) except as provided for in Paragraph 1.18. 7.3 UW reserves the right to publish the results of all research by PROJECT II Participants under this AGREEMENT including UW CONFIDENTIAL INFORMATION. However, in order to protect any material of a proprietary nature which may be included in any proposed publication, MICRO VISION may receive copies of manuscripts prior to their publication or presentation. At UW's discretion, MICRO VISION may be granted delay of the proposed publication for a period not to exceed three (3) months from the date of submission of the paper to MICRO VISION, provided that MICRO VISION provides to UW and WTC an explanation for its reason to delay, in writing within fourteen (14) days following the date of submission of the paper to MICRO VISION. 8.0 RESOLUTION OF DISPUTES 8.1 MICRO VISION, UW, and WTC agree that, in the event of a dispute between them arising from, concerning, or in any way related to this AGREEMENT, the Page 10 PARTIES shall undertake good faith efforts to resolve the matter amicably between themselves. 8.2 In the event an action is commenced to enforce a PARTY's rights under this AGREEMENT, the prevailing PARTY in such action shall be entitled to recover its reasonable costs and attorney's fees. 9.0 TERM AND TERMINATION 9.1 This AGREEMENT will be effective on the EFFECTIVE DATE and shall continue for Four (4) years thereafter. This period may be amended by mutual written agreement by authorized representatives of UW, WTC and MICRO VISION unless sooner terminated in accordance with the provisions set forth in this AGREEMENT. 9.2 MICRO VISION may terminate this AGREEMENT with or without cause by giving thirty (30) days' written notice to UW and WTC. In the event of such termination, UW will cease further obligation of funds and will take all reasonable steps to cancel or reduce outstanding obligations incurred under this Agreement. MICRO VISION will be responsible for all expenditures and non-cancelable commitments through the date of termination. 9.3 Termination of this AGREEMENT by either PARTY shall immediately cause the "ACTUAL LICENSE FEE" to be calculated by UW, and become due and payable by MICRO VISION pursuant to the terms of Article 8 (Licensing Fees and Royalty) of the EXCLUSIVE LICENSE AGREEMENT. 9.4 Upon failure of MICRO VISION to cure a material breach of this AGREEMENT within thirty (30) days after a written demand for performance, UW (in consultation with WTC) shall have the right at any time to terminate this AGREEMENT by written notice to MICRO VISION. 9.5 The provisions under which this AGREEMENT may be terminated shall be in addition to any and all other legal remedies which either PARTY may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such PARTY may have. 9.6 Termination by UW or MICRO VISION shall not relieve MICRO VISION from any financial obligation to UW accruing prior to or after termination or from performing according to any and all other provisions of this AGREEMENT expressly agreed to survive termination. 9.7 Without affecting or limiting any other provisions of THIS AGREEMENT, it is agreed that each PARTY's rights and obligations referenced herein pertaining to the EXCLUSIVE LICENSE AGREEMENT shall survive any expiration or termination of this PROJECT II AGREEMENT. Page 11 10.0 WARRANTY AND REPRESENTATION 10.1 Nothing in this AGREEMENT shall be construed as: a) a representation or warranty by UW or WTC as to the patentability, validity or scope of any of UW's PROPRIETARY MATTER; b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this AGREEMENT is or will be free from infringement of PATENTS or proprietary rights of third parties; or, c) an obligation to bring or prosecute actions or suits against third parties for infringement. 10.2 UW represents that it has performed prior art patent and literature searches pertaining to the Virtual Retinal Display patent application and that, to the best of UW's knowledge, UW believes the Virtual Retinal Display patent application does not infringe the rights of other third parties. UW will make copies of such prior art searches available to MICRO VISION upon request. 10.3 MICRO VISION represents that it is a company formed to further develop the Virtual Retinal Display into a commercially viable product, and that it is and will take good faith efforts towards that end. MICRO VISION understands UW and WTC's concerns regarding the competitive atmosphere for products similar to the Virtual Retinal Display, and agrees with UW and WTC's concerns regarding the potential for a licensee to "buy out" the rights of a licensor in order to keep a product OFF the market to thereby benefit another's product. To this end, MICRO VISION specifically represents and warrants that at no time will it take actions intended to defeat, delay, suspend, or otherwise prevent the Virtual Retinal Display from attaining commercial viability as soon as reasonably possible within the scope of time presented by the Project I and Project II Research Agreements. 10.4 Except as expressly set forth in this AGREEMENT, UW and WTC MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF ANY UW PROPRIETARY MATTER OR ANY LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS. UW and WTC MAKES NO REPRESENTATIONS AS TO THE USEFULNESS OF UW INVENTIONS(S): IF MICRO VISION CHOOSES TO EXPLOIT IT IN ANY MANNER WHATSOEVER, MICRO VISION DOES SO AT ITS OWN RISK. 10.5 UW represents that Mr. Donald Allen or Mr. Joel Searles is authorized to sign THIS AGREEMENT on behalf of UW. Page 12 10.6 WTC represents that Dr. Robert Center is authorized to sign THIS AGREEMENT on behalf of WTC. 10.7 MICRO VISION represents that Mr. David Hunter and/or Mr. Caisey Harlingten are authorized to sign THIS AGREEMENT on behalf of MICRO VISION. 10.8 Notwithstanding anything stated verbally or in writing to MICRO VISION or THE H. GROUP by the PRINCIPAL INVESTIGATOR or by other UW RESEARCHERS for the PROJECT I or PROJECT II RESEARCH AGREEMENTS, and notwithstanding any statements made in the attached PROPOSAL, MICRO VISION understands that UW's obligations under this AGREEMENT pertaining to results of research conducted in accordance with the PROPOSAL are limited to the conduct of work as outlined in Article 3 and reports as outlined in Article 4. MICRO VISION further understands that neither UW nor WTC make any implied or express promises or warranties to provide or supply to MICRO VISION tangible deliverables resulting from the research outlined in the PROPOSAL including but not limited to prototypes, hardware or software in any form. MICRO VISION further understands that UW is undertaking original research and development, that UW cannot and does not warrant that it will achieve results favorable or unfavorable to the commercialization goals of MICRO VISION, and that UW intends to report either favorable or unfavorable results as the research outlined in the PROPOSAL progresses. MICRO VISION further understands that the PRINCIPAL INVESTIGATOR also serves as a principal investigator or researcher for other research projects, and has other academic, administrative, and research duties outside the scope of this AGREEMENT consistent with his employment obligations at UW. MICRO VISION further understands that its options for responding to unfavorable research results are only as provided for in this AGREEMENT. 11.0 MISCELLANEOUS 11.1 All monies under this AGREEMENT shall be made in U.S. dollars by check or money order payable to the University of Washington and sent to the address indicated in Paragraph 11.2 (Notices). 11.2 Unless otherwise specified under this AGREEMENT, any and all notices, requests, or demands permitted under this AGREEMENT shall be made in writing and shall be deemed to have been given or made when delivered in person, sent by same day or overnight courier, sent by facsimile transmission, or deposited in the United States mail, postage prepaid, addressed to the PARTY at its address as the same appears below, or at such other address as the PARTIES subsequently may furnish to the other PARTY by notice hereunder. Address and Telephone: Page 13 For UW FOR MICRO VISION, INC. FOR TECHNICAL MATTERS: MICRO VISION, INC. The Human Interface Technology Laboratory Suite 6500 Columbia Center Washington Technology Center 701 Fifth Avenue Mail Stop FJ-15 Seattle, WA 98104-7003 Seattle, WA 98195 (206) 587-3782 FOR PAYMENT OF RESEARCH FUNDS Director, Grant and Contract Accounting, Attn.: Mr. David Hunter, Mail Stop ND-22 President University of Washington Seattle, WA 98195 Copy to Mr. James Biagi, Monahan & Robinson, P.S. FOR OTHER RESEARCH CONTRACT MATTERS Suite 6500 Columbia Center Director, Grant and Contract Services 701 Fifth Avenue Mail Stop JM-24 Seattle, WA 98104-7003 The University of Washington Seattle, WA 98195 Tel: (206) 587-5700 Tel: (206) 685-1920 FOR CONFIDENTIALITY, INTELLECTUAL PROPERTY OR LICENSING MATTERS: The University of Washington Office of Technology Transfer Mail Stop JD-50 Seattle, WA 98195 FOR WTC: Attn: Director Washington Technology Center Mail Stop FJ-15 Seattle, WA 98195 11.3 UW, WTC and MICRO VISION each agree that they will not use the name, trademark, or other identifier of the other for any advertising, promotion, publicity or commercially related purposes except: a) with advance written approval of the other PARTY; b) to the extent required by UW or WTC Boards, Committees, policies and procedures or by law, UW and WTC may indicate that this AGREEMENT exists, may disclose the terms of the AGREEMENT and may use the names The University of Washington, The Washington Technology Center or MICRO VISION solely to describe the relationship between the UW, WTC and MICRO VISION established by this AGREEMENT; or Page 14 c) to the extent required by law and in a form approved in advance in writing by the UW and WTC, MICRO VISION may indicate in any investment offering (public or private), including but not limited to sub-licensing, co-development, etc. circulated by MICRO VISION that this AGREEMENT exists, may disclose the terms of this AGREEMENT, and may use the names The Washington Technology Center or the University of Washington solely to describe the relationship between the UW, WTC and MICRO VISION established by this AGREEMENT but not as a representation that UW or WTC endorse statements made in any such investment offering. However, UW, WTC and MICRO VISION each agree that they will not use the name, trademark, or other identifier of the other for any advertising, promotion, or other commercially related purpose except as provided for above or except upon advance written notice and approval to the other PARTY. 11.4 No amendment or modification hereof shall be valid or binding upon the parties unless it is made in writing, cites this Agreement, and signed by duly authorized representatives of UW, WTC and MICRO VISION. No PARTY is entering into this AGREEMENT in reliance on any oral or written promises, inducements, representations, understandings or agreements other than those contained in this AGREEMENT, the EXCLUSIVE LICENSE AGREEMENT and CONFIDENTIALITY AGREEMENTS. 11.5 This AGREEMENT, the EXCLUSIVE LICENSE AGREEMENT, and Confidentiality Agreements previously signed by the PARTIES or by individual members of MICRO VISION (for Confidentiality Agreements) contains the complete and final expression of the agreement between the PARTIES and, supersedes and replace any and all other previous representations, understandings, or agreements, oral or written, between the PARTIES with respect to the subject matter hereof. The headings in this AGREEMENT are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this AGREEMENT. UW RESEARCHERS are not authorized to contractually bind the UW or WTC. 11.6 The PARTIES agree that the relationship between the PARTIES established by this AGREEMENT does not constitute a partnership, joint venture, agency, or a contract of employment between them. 11.7 Each PARTY to this AGREEMENT agrees to defend, indemnify and hold harmless the other PARTY from damage to persons or property resulting from negligent acts or omissions of its own employees, agents, or officers. Neither PARTY assumes any responsibility to the other PARTY for consequences of any act or omission of any person, firm or corporation not a PARTY to this AGREEMENT. 11.8 MICRO VISION understands that UW and WTC are subject to United States laws and federal regulations, including the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Page 15 Control Act, as amended, and the Export Administration Act of 1979), and that UW and WTC's obligations hereunder are contingent upon compliance with applicable United States laws and regulations, including those for export control. The transfer of certain technical data and commodities may require a license from a cognizant agency of the United States Government and/or written assurances by MICRO VISION that MICRO VISION shall not transfer data or commodities to certain foreign countries without prior approval of an appropriate agency of the United States Government. Neither UW nor WTC represent that an export license shall not be required, nor that, if required, it shall be issued. 11.9 The rights and obligations of the PARTIES under this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Washington, and, at the option of UW, venue of the legal or equitable action shall lie in King County, the State of Washington. MICRO VISION hereby accepts the venue and jurisdiction of the Federal District Court of Western Washington or King County Superior Court located in Seattle, Washington, at UW's option. 11.10 Neither PARTY may transfer or assign its rights or obligation under this AGREEMENT, except as provided herein or with the written consent of the other PARTY. This AGREEMENT shall inure the benefit of and be binding upon each of the PARTIES hereto and their respective permitted successors and assigns. 11.11 No provision of this AGREEMENT shall be deemed to have been waived by any act of or acquiescence on the part of either PARTY. A waiver may only occur in writing signed by an authorized representative of the PARTY waiving the particular provision involved. No waiver of any provision of this AGREEMENT shall constitute waiver of any other provision or of the same provision on any other occasion. 11.12 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. 11.13 The PATENT rights covered by this AGREEMENT may be subject to the rights and limitations of Public Laws (PL) 96-517 and 98-620 and implementing regulations including 35 USC Sections 200-211 and by requirements or agreements established between UW and WTC. UW and/or MICRO VISION agree to include a statement in any such PATENT application fully identifying such state funding or such federal governmental right; and, MICRO VISION acknowledges that UW will have the right to furnish the United States Government with a worldwide, non-exclusive, royalty free license for such PATENT rights notwithstanding anything in this AGREEMENT to the contrary. Page 16 In witness hereof, agreement of UW, WTC and MICRO VISION to the terms stated above is indicated by signatures affixed below. UW, WTC and MICRO VISION have executed this AGREEMENT, in triplicate originals but collectively evidencing only a single contract, by their respective officers hereunto duly authorized, on the day and year hereinafter written. For the University of Washington For MICRO VISION /s/ Joel Searles /s/ David Hunter - -------------------------------- ----------------------------------- Signature Signature Joel Searles, Assistant Director, David Hunter, President Grant and Contract Services October 28, 1993 October 28, 1993 - -------------------------------- ----------------------------------- Date Date For the Washington Technology Center /s/ Robert E. Center /s/ Caisey Harlingten - -------------------------------- ----------------------------------- Signature Signature Robert E. Center Caisey Harlingten, Secretary, Executive Director Treasurer October 28, 1993 October 28, 1993 - -------------------------------- ----------------------------------- Date Date Enclosures: Enclosure 1 PROJECT II Scope of Work Enclosure 2 PROJECT II Budget Enclosure 3 List of Identified UW BACKGROUND RIGHTS APPROVED AS TO FORM /s/ Steve Milam - -------------------------------- STEVE MILAM SR. COUNSEL ASSISTANT ATTORNEY GENERAL STATE OF WASHINGTON Oct. 28, 1993 - -------------------------------- Date Page 17 Enclosure 1 PROJECT II Scope of Work DEVELOPMENT OF A COMMERCIALLY-VIABLE VIRTUAL RETINAL DISPLAY 1.0 OBJECTIVE The purpose of this project is to develop a wide field-of-view, ultra high resolution, color virtual image display medium which can be applied across a spectrum of industrial, medical, educational and entertainment applications. This display is created by photon generation and manipulation devices which scan an image directly on the retina of the eye. Such a device provides for the first time, an electronic display medium which matches the spatial visual capabilities of the human in a lightweight, compact device. This project is envisioned as a development program within the Human Interface Technology Laboratory (Washington Technology Center) leading to a technology transition into a new company start-up in the State of Washington for subsequent production prototyping, manufacture and distribution this product for a spectrum of applications. 2.0 VIRTUAL DISPLAY CONCEPTS Computing machines and the electronic media have brought new opportunities as well as challenges to our information age. While computer capacities, speeds, and network bandwidths have increased remarkably, our ability to communicate with these information engines is still limited by poor interfaces between the human and the electronic display medium. Most electronically- generated displays compress the information they present into two dimensions and require the user to look at a fixed display in physical space, such as watching - -------------------------------------------------------------------------------- 1 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington television. Furthermore, to create a large scene, such as panorama which surrounds the user, the physical size and cost of these conventional displays become enormous. As a consequence, current displays used with television and computers do not capture and support the remarkable three dimensional and spatial capabilities of the human. Virtual interface technologies provide a new approach for coupling electronically-generated information to the human senses. A virtual display creates the visual experience different from real image displays (see Figure 1). Instead of [GRAPHIC] FIGURE 1: COMPARISON OF REAL AND VIRTUAL IMAGE DISPLAYS viewing directly a physical display screen, the virtual display creates only a small physical image (e.g., nominally one square inch) and projects this image into the eye by optical lenses and mirrors so that the original image appears to be a large picture suspended in space. A personal virtual display system, termed a head-mounted display, usually consists of a small image source (e.g., a miniature cathode-ray tube or liquid crystal array) which is mounted on some headgear, and small optical elements - -------------------------------------------------------------------------------- 2 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington which magnify, collimate and project this image via a mirror combiner into the eyes such that the original image appears at optical infinity. The size of the image is now a function of the magnification of the optics and not the physical size of the original image source. With two image sources and projection optics (e.g. one for each eye), a binocular virtual display is achieved providing a stereoscopic or 3D scene. It is possible, therefore, to create a personal 3D "cinerama theater" within special headgear worn by the user. With a partially reflective combiner (mirror that reflects light from the image source into the eyes), the display scene can be superimposed onto the normal physical world. The user can also position the image anywhere simply by moving the head. When combined with a head position sensing system, the information on the display can be stabilized as a function of head movement, thereby creating the effect of viewing a circumambience or "virtual world" which surrounds the user. Since the virtual display can subtend a large visual angle, the user feels that he or she is "inhabiting" or is "present" in a new place instead of just looking at a picture. Further, the user can interact within the virtual world in an intuitive way, using the natural three-dimensional architecture of the human body. These factors empower the virtual interface with an unprecedented efficiency in communicating computer-generated graphical information or television, making it ideal for a spectrum of electronic display applications. There are three fundamental types of virtual image displays. As shown above, each approach begins with a device which creates the visual object which is then relayed and projected via optics into the eyes of the user. As shown in Figure 2 below, the virtual image may occlude the outside world, providing a virtual world substitute for the real world; the virtual image may be superimposed over the real world to augment it; or the virtual image may be selected by looking in a particular direction in the visual field. In this case, perhaps the virtual image may appear in the peripheral field of view, whereas the outside world can be seen around, above or below the virtual image. - ------------------------------------------------------------------------------- 3 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington The applications of virtual displays are unlimited. Table 1 lists some of the more obvious application areas. [GRAPHIC FIGURE] FIGURE 2: THREE TYPES OF VIRTUAL VISUAL DISPLAYS The concept of virtual displays is not new. Originally, virtual displays (non-head mounted) were developed as gunsights and head-up displays for military aircraft cockpits. Helmet-mounted displays also were developed by the military to free the pilot from having to look at instruments in the cockpit and to aim weapons with head position. Most of the pioneering work in these systems was performed over the last 28 years under the direction of Professor Thomas A. Furness, 23 years of which he was a laboratory director for the USAF. - ------------------------------------------------------------------------------- 4 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington TABLE 1a: PROSPECTIVE APPLICATIONS OF VIRTUAL INTERFACES Aerospace virtual cockpit (Super Cockpit) aircraft piloting aircraft maintenance associate tank driver display ships/submarines portable virtual trainer telepresence for remotely piloted vehicles telerobotics for EOD and space Automotive computer-aided design/manufacturing auto head-up displays navigator for UPS Business office operations virtual office=carry in brief case virtual teleconference sales and merchandising virtual try on clothes cars real estate virtual interior decorating (see before buy) Building and Construction virtual landscaping virtual 3D blueprints virtual building layout (see on site before build) Command, Control, Communications portable command post FAA 3D air traffic control terminal aircraft traffic display for collision avoidance Education virtual computer-aided instruction virtual encyclopedia "knowledge nautilus" Law Enforcement/Protection firefighter's helmet - ------------------------------------------------------------------------------- 5 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington TABLE 1b: PROSPECTIVE APPLICATIONS OF VIRTUAL INTERFACES Medicine 3D medical imaging (3D CAT scans can touch and go inside) virtual surgery surgery training (operate on virtual bodies) surgeons goggles (displays vital signs) anesthesiologist goggles nurses goggles Media virtual magazines wrap around 3D TV Entertainment electronic arcade "feelies" Manufacturing portable process control monitor Personal computing virtual terminal portable panoramic computer computer that you wear Scientific Research virtual walk around microscope 3D visualization (go inside flow) Prosthetic Interfaces computer interface aid for paralytics aids for the learning disabled (e.g. dyslexia) 3.0 LIMITATIONS OF CURRENT VIRTUAL DISPLAYS In spite of the great potential of virtual imaging concepts described above, several problems exits which comprise the utility and performance of virtual interfaces. The most pervasive problem is the lack of an affordable, lightweight, high-resolution virtual device. - -------------------------------------------------------------------------------- 6 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 3.1 DISPLAY PERFORMANCE REQUIREMENTS In order to match the field-of-vision capabilities of the eye, an ideal virtual display system should have a field-of-view of 140 degrees horizontally by 80 degrees. Further, the number of individual resolution or picture elements should match the 1-3 minute-of-arc DYNAMIC ACUITY of the eye across the entire visual field. Combined, these requirements necessitate the use of an image source capable of producing up to 8400 (horizontal) by 4800 (vertical) picture elements, or greater than 40 million picture elements to achieve the 1 minute of arc resolution. Other ideal performance requirements for a virtual display are given in Table 2. TABLE 2: IDEAL VIRTUAL DISPLAY SYSTEM PERFORMANCE REQUIREMENTS INSTANTANEOUS FIELD-OF-VIEW (SUBTENDED VISUAL ANGLE) MONOCULAR HORIZONTAL: 140 DEGREES VERTICAL: 80 DEGREES BINOCULAR OVERLAP (STEREO VIEWING) 100 DEGREES BINOCULAR HORIZONTAL: 140 DEGREES VERTICAL: 70 DEGREES RESOLUTION SUBTENDED VISUAL ANGLE OF PIXEL: -2 MINUTES-OF-ARC MONOCULAR RESOLUTION HORIZONTAL PIXELS: 4000 VERTICAL PIXELS: 3000 COLOR: RED, GREEN, BLUE LUMINANCE: 1000-3000 FOOT-LAMBERTS AT EYE SEE-THROUGH TRANSMITTANCE: ADJUSTABLE BETWEEN 0-50% UPDATE RATE: MINIMUM OF 50Hz THROUGHOUT DELAY: LESS THAN 20 MSEC POSITION ACCURACY HEAD POSITION: 1 MINUTE-OF-ARC EYE POSITION: 1 MINUTE-OF-ARC WEIGHT: LESS THAN 2 OZ. COST: LESS THAN $1000 - -------------------------------------------------------------------------------- 7 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington To create an image with such high detail and project it to the eyes a virtual image with a wide field-of-view virtual image necessitates a extremely high resolution miniature color image source and large optical elements to relay the image to the eye. Some technological considerations and approaches for achieving the desired virtual image performance are discussed below: 3.2 IMAGE SOURCE APPROACHES Existing virtual displays typically is a liquid crystal array, light emitting diodes, or miniature cathode ray tube as an image source, then relay this image via an infinity optical system to the eye. State-of-the-art miniature cathode-ray tubes (CRT) can produce a medium-resolution MONOCHROME picture (nominally 1280 by 1024 elements in a one-inch raster, with luminances in excess of 1000 ft-Lamberts) but only at the cost of a device which is heavy (e.g. weight with cables, greater than 4 oz.), has a bulky form factor (e.g. one-inch diameter by 4-inch length) and high-voltage acceleration potential on the head (typically 7-13 kilovolts). One obvious drawback is the safety of this approach, both from standpoints of soft X-rays which may be emitted from the CRT faceplate, and the non-ionizing radiation resulting from the electromagnetic fields used to deflect the beam in the CRT. Creating color using a single miniature cathode ray tube (CRT) is difficult and usually causes significant compromises in image resolution and luminance. The CRT can be removed from the head by relaying the CRT image via a coherent fiber-optics bundle to the head worn optical projectors, but the hardware to do this is also heavy and causes significant light loss. Achieving high quality color in a miniature CRT is also difficult. Field- sequential color using a multiplexed color filter and CRT with white phosphor is able to create good color hue saturation but also at a significantly reduced resolution. - -------------------------------------------------------------------------------- 8 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington (the color fields must be produced sequentially rather than in parallel, multiplying the necessary video bandwidth by a factor of 3). Field emission displays are also promising but represent formidable fabrication difficulties. Alternatively, a liquid-crystal display (LCD) can produce a color image using a low operating voltage, but it can provide only a moderate picture- element density (the current target for small commercial displays is 1000 by 1000 elements). Past predictions about high-resolution LCDs have proved overly optimistic, and although one new approach is promising, the defect rate increases rapidly with resolution. Another problem with LCDs are their relatively slow update rate, which can lead to image blur for the rapid updates needed for Virtual Environment/Virtual Reality displays. One novel commercial display uses a linear array of light emitting diodes viewed via a resonant scanning mirror and simple magnifier. Although providing a low cost alternative, the display is monochrome (no "gray-scale") and limited in line resolution to the number of elements in the linear array (or about 280 elements), thereby creating an overall resolution of 720 by 280 pixels, although moderately higher resolutions are planned. Another problem with this display is the need to provide a non-standard frame buffer to accommodate its non-standard, variable frame rate (the system uses a resonant scanner to lower costs and power consumption). In addition, the simple optical design appears to be limited in its potential field-of-view and completely occludes outside vision. 3.3 OPTICAL PROJECTION LIMITATIONS Both the CRT and LCD image-generation approaches generate real images, which are relayed to the eyes through an infinity optical system. The simplest optical approach is to view the image source through a simple magnifier lens. For fields-of-view greater than 40 degrees, this approach leads to a number of problems including light loss and chromatic aberrations. Furthermore, these optics are bulky and heavy. Typical virtual projection optical designs create an "aerial image" - -------------------------------------------------------------------------------- 9 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington somewhere in the optical path which is then viewed as an erect virtual image via an eyepiece or objective lens. This approach increases the flexibility by which the image from the image source can be folded around the head, but again, large fields-of-view require large and bulky reflective and refractive optical elements. Ideally, this optical system should be pupil-forming to gain maximum image quality; however, such an approach increases the number and size of the optical elements to provide a sufficiently large exit pupil diameter (15-20 mm diameter) to allow for involuntary slippage of the projection optics on the head due to head movement. 3.3 OTHER LIMITATIONS Another key issue in creating virtual worlds is the appropriate collimation of the images such that they appear at the relevant distances from the user. Typical infinity optical approaches described above cause all of the virtual picture elements to appear at the same distance from the eye in terms of the divergence of the light rays projected through the lens of the eye to the retina. In this case, each eye accommodates to the apparent distance of the picture element regardless of the binocular or vergence cues of distance as seen with both eyes. this artifact in infinity collimated displays creates conflicts between the stereographic or binocular cues of depth and the monocular accomodative cue of depth. This perceptual conflict can cause the virtual world to appear unreal, since close in objects which should have diverging light rays into the eye, appear instead to emanate from optical infinity. In summary, it is clear from the discussion above that existing technologies (or at least the approaches used by existing technologies) for electronic displays and virtual image generation are severely limited in their ability to meet ideal human-centered performance requirements. It is the purpose of this project to resolve these deficiencies by providing a new way of generating and projecting virtual images which approaches the ideal performance parameters in Table 2. - -------------------------------------------------------------------------------- 10 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 4.0 THE VIRTUAL RETINAL DISPLAY CONCEPT The virtual retinal display (VRD) is a revolutionary display concept which solves most if not all the problems described above relative to conventional virtual display approaches while meet most of the ideal performance requirements listed in Table 2. 4.1 GENERAL DESCRIPTION The virtual retinal display is a photon generation and manipulation technology capable of creating a panoramic, high resolution, color virtual image and projecting it directly onto the retina of the eye. The VRD works on the principle of a dynamic "Maxwellian-view optical system". The instantaneous entrance pupil of the eye and the exit pupil of the virtual display device are coupled so that modulated light produced by a photon generator (such as a low energy diode laser) is scanned directly on the retina, producing the perception of an erect virtual image. The configuration of the virtual retinal display is based upon the virtual retinal display patent application. - -------------------------------------------------------------------------------- 11 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington PAGES 11-15 CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 5.0 VRD DEVELOPMENT STRATEGY The purpose of this project is to develop a high-resolution, head mounted display using a new approach to imaging - scanning an image directly onto the retina of the eye. Our goal is to transition the VRD into a commercially- viable, low cost, high performance virtual display engine for a spectrum of applications. In order to develop this approach into a superior alternative to current techniques, several new technologies must be developed, especially if this approach is to become a economically viable mass-market consumer product. In most cases we will pursue both high risk (but potentially high payoff) developments in parallel with more conservative approaches to achieve the design goals listed in Table 2. - -------------------------------------------------------------------------------- 15 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington PAGES 16-21 CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 8.0 Test and Evaluation The developmental models of the virtual retinal display will be evaluated extensively for utility, performance, reliability and safety. We will work closely with the University of Washington Medical Center to evaluate the short and long term medical considerations associated with the long duration use of the technology. 9.0 Final Fabrication and Demonstration The HIT lab shall demonstrate at least one complete VRD system(s) in one or more configuration(s) to be determined by HITL and Microvision, presumably when the various alternatives are presented during the final design review. We anticipate at least two different helmet-mounted stereo displays - one multiple scan color LED display and one high- bandwidth (and possibly color) laser diode unit, which is likely to include eye-tracking to increase the field of view. 10.0 Progress Reports Progress reports will be sent every three months or as negotiated with Micro Vision Inc. These reports will contain a summary of the technical progress during the quarter and any recommended adjustments to schedule and funding resources allocated to the program. 11.0 Final Report The Final Report will be sent to Microvision at or shortly after the completion of the project. This report will contain the full plans to transition the VRD technology to Micro Vision for subsequent production prototyping manufacture and distribution. - -------------------------------------------------------------------------------- 22 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 12.0 Design Reviews Design reviews will be held at the end of the 1st, 2nd, and 3rd years of the project and mid-way through the fourth year to confirm progress and provide feedback to the research team. - -------------------------------------------------------------------------------- 23 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 6.2 Schedule and Milestones Table 4 below, shows the schedules and milestones for each of the project elements described above. CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- 24 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington 7.0 BUDGET The proposed program will conducted over a period of 48 months with an estimated total cost of $5,133,500 to the sponsor. Cost adjustments may be necessary especially in the outyears as VRD development contingencies might arise. These matters will be addressed in the quarterly reports and reviews. In addition to these costs, the University of Washington is providing an estimated $600,000 in faculty salaries which will be dedicated to this effort across the four years of the development of the Virtual Retinal Display. Further, the existing facilities and expertise of the University and Washington Technology Center will be made available to accomplish this effort. The estimated value of these facilities is $4,000,000. A detailed breakout of the cost for this project is shown in Appendix A. 8.0 PROJECT MANAGEMENT The virtual retinal scanner will be developed as a coordinated program involving investigators and support staff from the Human Interface Technology Laboratory of the Washington Technology Center, selected faculty and graduate students from the College of Engineering at the University of Washington, and outside consultants who are subject matter experts in various technologies associated with the virtual retinal display technology. Dr. Thomas A. Furness, Director of the Human Interface Technology Laboratory and co-inventor of the virtual retinal display, will provide the overall coordination and direction for this effort. Mr. Joel Kollin, senior research engineer and also a co-inventor of the virtual retinal display technology, will serve as the technical manager of the program. During the course of the project, other key individuals in vision physiology, human factors, optical design, electronics design and mechanical design will be added to the development team. Additionally, collaboration with other firms such as the Hughes Research Laboratories, Texas Instruments, Spectra-Diode Labs and some Japanese companies may be appropriate during the course of our development. Qualifications of key personnel is given in Appendix B. - -------------------------------------------------------------------------------- 25 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington Appendix A: Cost Proposal: Virtual Retinal Display Development - -------------------------------------------------------------------------------- 26 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington Enclosure 2, Project II Budget
FIRST YEAR SECOND YEAR THIRD YEAR ---------------------------------------------------------------------------------- MTLY SALARY MTLY SALARY MTLY SALARY RATE FTE AMOUNT RATE FTE AMOUNT RATE FTE AMOUNT ---------------------------------------------------------------------------------- 1. SALARIES AND WAGES [NOTE 1] Principal Investigator-Dr. T.A. Furness [Note ?] 8,896 0.3 32,026 9,163 0.3 32,986 9,529 0.3 34,306 Faculty Co- Investigator-Dr. T. ???????? 10,000 0.1 12,000 10,300 0.1 12,360 10,712 0.1 12,854 Faculty Co-Investigator-TBD 8,000 0.1 9,600 8,240 0.1 9,888 8,570 0.1 10,284 Research Engineer-J. Kollin 4,500 1.0 54,000 4,635 1.0 55,620 4,820 1.0 57,845 Research Engineer-R. Burstein 3,500 1.0 42,000 3,605 1.0 43,260 3,749 1.0 44,990 Research Physicist-D. Melville 3,200 1.0 38,400 3,296 1.0 39,552 3,428 1.0 41,134 Senior Research Scientist 6,800 0.5 40,800 7,004 0.5 42,024 7,284 0.5 43,705 Senior Research Engineer 6,000 0.5 36,000 6,240 0.5 37,440 Senior Human Factors Engineer 6,000 0.5 36,000 6,180 0.5 37,080 6,427 0.5 38,563 Mechanical Engineer/Designer 4,000 4,160 Systems Administrator 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Administrative Assistant 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Secretary 2,100 0.6 15,120 2,163 0.6 15,574 2,250 0.6 16,197 Budget Administrator 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Post Doctoral Fellows 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Research Associates (Ph. D. Candidates) [Note ?] 2,482 1.0 29,784 2,556 1.0 30,678 2,659 1.0 31,905 Research Assistants (M.S. Candidates) [Note ?] 2,304 2.0 55,296 2,373 2.5 71,194 2,468 2.5 74,041 - ------------------------------------------------------------------------------------------------------------------------------------ SUBTOTAL - SALARIES AND WAGES 432,226 495,431 515,248 - ------------------------------------------------------------------------------------------------------------------------------------ FOURTH YEAR ------------------------------------------------- MTLY SALARY TOTAL RATE FTE AMOUNT COSTS ------------------------------------------------- 1. SALARIES AND WAGES [NOTE 1] Principal Investigator-Dr. T.A. Furness [Note ?] 9,911 0.3 35,678 134,996 Faculty Co- Investigator-Dr. T. ???????? 11,140 0.1 13,369 50,583 Faculty Co-Investigator-TBD 8,912 0.1 10,695 40,466 Research Engineer-J. Kollin 5,013 1.0 60,159 227,623 Research Engineer-R. Burstein 3,899 1.0 46,790 177,040 Research Physicist-D. Melville 3,565 1.0 42,779 161,866 Senior Research Scientist 7,576 0.5 45,453 171,982 Senior Research Engineer 6,490 0.5 38,938 112,378 Senior Human Factors Engineer 6,684 0.5 40,106 151,749 Mechanical Engineer/Designer 4,326 Systems Administrator 3,119 0.5 18,716 70,816 Administrative Assistant 3,119 0.5 18,716 70,816 Secretary 2,340 0.6 16,844 63,735 Budget Administrator 3,119 0.5 18,716 70,816 Post Doctoral Fellows 3,113 0.5 18,716 70,816 Research Associates (Ph. D. Candidates) [Note ?] 2,765 0.5 16,590 108,957 Research Assistants (M.S. Candidates) [Note ?] 2,567 2.0 61,602 262,133 - --------------------------------------------------------------------------------------------- SUBTOTAL - SALARIES AND WAGES 503,867 1,946,772 - ---------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington PAGES 2-3 CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington Appendix B Qualifications of Key Personnel DR. THOMAS A. FURNESS III, PROFESSOR AND LABORATORY DIRECTOR. Dr. Furness will serve as the overall program manager and coordinator for the VRD Development Program. He is the founding director of the Human Interface Technology Laboratory and professor of Industrial Engineering and adjunct professor of Electrical Engineering at the University of Washington. He received the BSEE degree form Duke University and the Ph.D. degree in Engineering and Applied Science from the University of Southampton, England. He brings to the Human Interface Technology Laboratory 23 years of virtual world research experience with the U.S. Air Force. Prior to founding the Laboratory, Dr. Furness was Chief of the Visual Display Systems Branch, Human Engineering Division of the Armstrong Aerospace Medical Research Laboratory (AAMRL) at Wright-Patterson Air Force Base, Ohio. His staff of 50 government and contractor scientists, engineers, and technicians pioneered advanced interface concepts for fighter aircraft including the Super-Cockpit, a virtual cockpit that the pilot wears. This system created a three-dimensional visual, aural, and tactile world enabling pilots to operate complex aircraft with natural hand and eye movements and voice control. JOEL KOLLIN, RESEARCH ENGINEER (OPTICAL SYSTEMS) Mr. Kollin is the Technical Manager and system designer of the VRD and is co-inventor on the pending patent. At the HIT Lab he is responsible for the design and demonstration of other projects involving optics, including a novel optical head-tracking system. He received his Bachelor's degree in Electrical Engineering from the University of Michigan and his Master's degree form the MTT Medial Lab, where he was co-inventor of the Holographic Video display developed there. In addition, he has demonstrated an autostereoscopic (no glasses) 3-D television system also patented through MIT. A experienced holographer and photographer, he also spent two years developing complex imaging diagnostic - ------------------------------------------------------------------------------- 30 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington systems for nanosecond-scale laser-plasma interaction experiments for a DOE contractor and has been a consultant for Polaroid and the Industrial Technology Institute. DR. THOMAS A. PEARSALL, PROFESSOR. Dr. Pearsall will be assist in the development of the photon generator for the project. He is currently the Boeing Professor of Semiconductor Electronics at the university of Washington, following an eight-year career with AT&T Bell Laboratories where, among other things, he managed optoelectronic technology advancements, invented wave-function engineering, and developed practical microarrays of LEDs and photo detectors. Prior to his work with AT&T, Dr. Pearsall was a member of the Thompson/CSF Central Research Laboratory in Orsay, France; and, before that, a researcher at AT&T Bell Labs. Dr. Pearsall received his Ph.D. from Cornell University in the Department of Applied and Engineering Physics. He holds 16 basic patents and has published five books and book chapters, and 82 articles. ROBERT BURSTEIN, RESEARCH ENGINEER. (ELECTRONICS) Mr. Burstein will be responsible for the hardware integration for the project. He manages the Laboratory facilities and plays a major role in the fabrication of virtual-worlds presentation hardware as well as prototyping new tracking and video technology. He holds a B.S.E.E. from the University of Dayton and has contributed to other pioneering WTC enterprises, including most recently the Materials Fabrication Laboratory. Mr. Burstein has extensive experience with systems and instrumentation design. SUZANNE WEGHORST, BIOMEDICAL SYSTEMS ANALYST. Ms. Weghorst will assist in the human factors evaluation of the VRD project. She brings a combination of expertise in computer science and behavioral science to her work. She has conducted independent research in several relevant areas, including neurobiology, ecological psychology, program evaluation, graphics workstation usability, and computer user perception of graphical displays. Her most recent project, prior to joining the HIT Laboratory, evaluated the clinical acceptability of a comprehensive computer system for acquiring, storing, and displaying digital radiography images. Ms. Weghorst holds an M.A. in Psychology from the University of California at Riverside and an M.S. in Computer - ------------------------------------------------------------------------------- 31 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington Science at the University of Washington. Her computer science thesis examined user perception of graphical interface displays. - ------------------------------------------------------------------------------- 32 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington Appendix C Virtual Retinal Display Patent Information - ------------------------------------------------------------------------------- 33 10/14/93 This document contains information which is proprietary to the University of Washington. Disclosure of information shall not be made without the written permission of the Director of the Human Interface Technology Laboratory and/or the University of Washington. - -C- 1993 University of Washington PROJECT II RESEARCH AGREEMENT BETWEEN UW, WTC AND MICRO VISION CONFIDENTIAL PAGE 18 ENCLOSURE 2 PROJECT II BUDGET
ENCLOSURE 2, PROJECT II BUDGET FIRST YEAR SECOND YEAR THIRD YEAR -------------------------------------------------------------------------------- MTLY SALARY MTLY SALARY MTLY SALARY RATE FTE AMOUNT RATE FTE AMOUNT RATE FTE AMOUNT -------------------------------------------------------------------------------- 8. SALARIES AND WAGES (Note 1) Principal Investigator - [illegible] 8,896 0.3 32,026 9,163 0.3 32,986 9,529 0.3 34,306 Faculty Co-Investigator - [illegible] 10,000 0.1 12,000 10,300 0.1 12,360 10,712 0.1 12,854 Faculty Co-Investigator - TBD 8,000 0.1 9,600 8,240 0.1 9,888 8,570 0.1 10,284 Research Engineer - [illegible] 4,500 1.0 54,000 4,635 1.0 55,620 4,820 1.0 57,845 Research Engineer - [illegible] 3,500 1.0 42,000 3,605 1.0 43,260 3,749 1.0 44,990 Research Physicist - [illegible] 3,200 1.0 38,400 3,296 1.0 39,552 3,428 1.0 41,134 Senior Research Scientist 6,800 0.5 40,800 7,004 0.5 42,024 7,284 0.5 43,705 Senior Research Engineer 6,000 0.5 36,000 6,240 0.5 37,440 Senior Human Factors Engineer 6,000 0.5 36,000 6,190 0.5 37,080 6,427 0.5 38,563 Mechanical Engineer/Designer 4,000 4,160 Systems Administrator 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Administrative Assistant 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Secretary 2,100 0.6 15,120 2,163 0.5 15,574 2,250 0.5 16,197 Budget Administrator 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Post Doctoral Fellows 2,800 0.5 16,800 2,884 0.5 17,304 2,999 0.5 17,996 Research Associate (Ph.D. Candidates) (Note) 2,482 1.0 29,784 2,556 1.0 30,678 2,659 1.0 31,905 Research Assistants (MS Candidates) (Note) 2,304 2.0 55,296 2,373 2.5 71,194 2,468 2.5 74,041 - ----------------------------------------------------------------------------------------------------------------------------------- SUBTOTAL - SALARIES AND WAGES 432,226 495,431 515,248 - ----------------------------------------------------------------------------------------------------------------------------------- FOURTH YEAR MTLY SALARY TOTAL RATE FTE AMOUNT COSTS ------------------------------------- 8. SALARIES AND WAGES (Note 1) Principal Investigator - [illegible] 9,911 0.3 35,678 134,996 Faculty Co-Investigator - [illegible] 11,140 0.1 13,369 50,583 Faculty Co-Investigator - TBD 8,912 0.1 10,695 40,466 Research Engineer - [illegible] 5,013 1.0 60,159 227,623 Research Engineer - [illegible] 3,899 1.0 46,790 177,040 Research Physicist - [illegible] 3,565 1.0 42,779 161,866 Senior Research Scientist 7,576 0.5 45,453 171,982 Senior Research Engineer 6,490 0.5 38,938 112,378 Senior Human Factors Engineer 6,684 0.5 40,106 151,749 Mechanical Engineer/Designer 4,326 Systems Administrator 3,119 0.5 18,716 70,816 Administrative Assistant 3,119 O.5 18,716 70,816 Secretary 2,340 0.6 16,844 63,735 Budget Administrator 3,119 0.5 18,716 70,816 Post Doctoral Fellows 3,119 0.5 18,716 70,816 Research Associate (Ph.D. Candidates) (Note) 2,765 0.5 16,590 108,957 Research Assistants (MS Candidates) (Note) 2,567 2.0 61,602 262,133 - ---------------------------------------------------------------------------------------- SUBTOTAL - SALARIES AND WAGES 503,867 1,946,772 - ----------------------------------------------------------------------------------------
PAGES 2-3 CONFIDENTIAL TREATMENT REQUESTED PROJECT II RESEARCH AGREEMENT BETWEEN UW, WTC AND MICRO VISION CONFIDENTIAL PAGE 19 ENCLOSURE 3 LIST OF IDENTIFIED UW BACKGROUND RIGHTS This Enclosure provides a list of possible UW BACKGROUND rights related to PROJECT II as stated in Paragraph 1.14. PATENT FILING TITLE NUMBER FILING DATE COUNTRY ASSIGNEE Virtual 07/965,070 October 22, United States The Board of Retinal 1992 Regents of the Display University of Washington Virtual N/A October 4, Patent Cooperation The Board of Retinal 1993 Treaty Regents of the Display (International) University of designating all Washington signatory countries