BOOKS TO BE EXAMINED BY A CERTIFIED PUBLIC ACCOUNTANT
ON BEHALF OF THE ASSIGNORS.
THE
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ASSIGNORS MAY CONDUCT SUCH AN AUDIT AT THEIR OWN COST, UNLESS THE EXAMINATION
IDENTIFIES AN UNDERPAYMENT TO ASSIGNORS EQUAL TO OR GREATER THAN 10% IN THE
AMOUNTS IDENTIFIED AS PAYABLE TO THE ASSIGNORS, IN WHICH CASE THE COSTS ARE TO
BE PAID BY THE ASSIGNEE.
4.12
THE ASSIGNEE SHALL USE REASONABLE COMMERCIAL
EFFORTS TO EXPLOIT THE INVENTORS PATENT.
THE ASSIGNEE SHALL PROVIDE TO THE
ASSIGNORS SUCH INFORMATION AS THE ASSIGNORS MAY REASONABLY REQUEST CONCERNING
THE ASSIGNEE'S PLANS FOR AND EFFORTS IN EXPLOITING THE INVENTORS PATENT AND
SELLING THE PRODUCTS.
THE ASSIGNEE MUST NOT ENGAGE IN ANY ACTIVITY THAT
CONFLICTS WITH ITS OBLIGATION UNDER THIS CLAUSE.
4.13
THE ASSIGNEE HEREBY GRANTS TO THE ASSIGNORS A NON
EXCLUSIVE, PERSONAL, NONSUBLICENSABLE, NONTRANSFERABLE, ROYALTY FREE, WORLDWIDE,
PERPETUAL AND IRREVOCABLE LICENSE TO USE FOR THEIR OWN RESEARCH AND EDUCATIONAL
PURPOSES THE INVENTORS PATENT FOR THE DURATION THAT A VALID CLAIM SUBSISTS IN
THE INVENTORS PATENT.
5.
CONFIDENTIAL INFORMATION
5.1
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THE PARTIES AGREE THAT A PARTY RECEIVING CONFIDENTIAL INFORMATION ("THE
RECEIVING PARTY") FROM ANOTHER PARTY (THE "DISCLOSING PARTY") SHALL NOT AND
SHALL ENSURE THAT ITS EMPLOYEES, STUDENTS, AGENTS, LICENSEES, SUB-LICENSEES,
CONTRACTORS AND SUB-CONTRACTORS SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION 5, DISCLOSE TO ANY THIRD PARTY OR USE FOR ANY PURPOSE ANY CONFIDENTIAL
INFORMATION FURNISHED TO IT BY THE DISCLOSING PARTY, EXCEPT TO THE EXTENT THAT
IT CAN BE ESTABLISHED BY THE RECEIVING PARTY BY WRITTEN RECORDS THAT SUCH
INFORMATION:
(A)
WAS ALREADY KNOWN TO THE RECEIVING PARTY,
OTHER THAN UNDER AN OBLIGATION OF CONFIDENTIALITY, AT THE TIME OF DISCLOSURE;
(B)
WAS GENERALLY AVAILABLE TO THE PUBLIC OR
OTHERWISE PART OF THE PUBLIC DOMAIN AT THE TIME OF ITS DISCLOSURE TO THE
RECEIVING PARTY;
(C)
BECAME GENERALLY AVAILABLE TO THE PUBLIC OR
OTHERWISE PART OF THE PUBLIC DOMAIN AFTER ITS DISCLOSURE AND OTHER THAN THROUGH
ANY ACT OR OMISSION OF THE RECEIVING PARTY IN BREACH OF THIS AGREEMENT;
(D)
WAS LAWFULLY DISCLOSED TO THE RECEIVING
PARTY BY A THIRD PARTY WHO HAD NO OBLIGATION TO KEEP SUCH INFORMATION
CONFIDENTIAL IN FAVOR OF THE DISCLOSING PARTY;
(E)
WAS INDEPENDENTLY DEVELOPED BY EMPLOYEES OF
THE RECEIVING PARTY HAVING NO KNOWLEDGE OF SUCH CONFIDENTIAL INFORMATION; OR
(F)
IS REQUIRED TO BE DISCLOSED PURSUANT TO
APPLICABLE LAW, GOVERNMENTAL RULE OR REGULATION OR RULE OR REGULATION OF ANY
SECURITIES EXCHANGE, PROVIDED THE RECEIVING PARTY USES REASONABLE EFFORTS TO
LIMIT DISCLOSURE AND TO OBTAIN CONFIDENTIAL
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TREATMENT OR A PROTECTIVE ORDER AND HAS ALLOWED THE DISCLOSING PARTY TO
PARTICIPATE IN SUCH PROCEEDINGS.
5.2
ANY USE OR DISCLOSURE OF CONFIDENTIAL
INFORMATION BY ANY EMPLOYEES, AGENTS, LICENSEES, SUB-LICENSEES, CONTRACTORS AND
SUB-CONTRACTORS OF THE RECEIVING PARTY IS DEEMED USE OR DISCLOSURE BY THE
RECEIVING PARTY.
6.
PATENTS AND INFRINGEMENT
6.1
GENERAL.
IN CARRYING OUT ITS OBLIGATIONS
UNDER THIS SECTION 6, ASSIGNEE SHALL (I) CONSULT WITH ASSIGNORS OR ASSIGNORS'
NOMINEE WITH RESPECT TO ALL MATERIAL DECISIONS; AND (II) USE GOOD