ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

CDP Agreement with First Solar

On December 31, 2012, we entered into a collaborative development program ("CDP") agreement with First Solar, Inc. ("First Solar") to improve the efficiency of First Solar's CdTe photo-voltaic cell based solar panels. This CDP is an expansion of an earlier collaboration between First Solar and us as reflected in an agreement dated June 1, 2012.

Under this CDP agreement, we will provide development services to First Solar using our proprietary HPC platform for the purpose of improving the efficiency of First Solar's CdTe photo-voltaic cell based solar panels. First Solar has agreed to pay us fees for providing the development services to First Solar and certain pre-approved expenses and material costs.

We have agreed to grant First Solar a royalty bearing license to use the CDP intellectual property necessary to manufacture and sell any improved solar panels to the extent that we are successful in improving the efficiency of First Solar's CdTe solar panels.

For certain other incremental technology developed by us under this CDP, First Solar shall have a right for a fixed period of time to purchase the technology for a fixed amount.

The period of development activities and use of the HPC platform is at least through February 28, 2014.

The foregoing description of the CDP does not purport to be complete and is qualified in its entirety by reference to the agreement that will subsequently be filed as an exhibit to our Annual Report on Form 10-K.

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