Affiliates.
2.
RESEARCH PROGRAM
2.1
IMPLEMENTATION OF RESEARCH PROGRAM.
THE RESEARCH PROGRAM SHALL BE
CONDUCTED BY THE PARTIES IN ACCORDANCE WITH THIS AGREEMENT AND IN COMPLIANCE
WITH ALL APPLICABLE LAWS AND REGULATIONS.
ILI SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO PERFORM THE ACTIVITIES TO BE PERFORMED BY IT UNDER THE RESEARCH
PROGRAM.
2.2
SUPPLY OF PROPRIETARY MATERIALS.
FROM TIME TO TIME DURING THE TERM OF
THIS AGREEMENT, ONE PARTY MAY SUPPLY THE OTHER PARTY WITH ITS PROPRIETARY
MATERIALS FOR USE IN THE RESEARCH PROGRAM.
IN CONNECTION THEREWITH, THE
RECIPIENT PARTY HEREBY AGREES THAT (A) IT SHALL NOT USE PROPRIETARY MATERIALS
FOR ANY PURPOSE OTHER THAN CONDUCTING THE RESEARCH PROGRAM PURSUANT TO THIS
AGREEMENT; (B) IT SHALL USE THE PROPRIETARY MATERIALS ONLY IN COMPLIANCE WITH
ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS; (C) IT SHALL NOT
TRANSFER ANY PROPRIETARY MATERIALS TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE SUPPLYING PARTY, EXCEPT AS EXPRESSLY PERMITTED HEREBY; (D) THE
SUPPLYING PARTY SHALL RETAIN FULL OWNERSHIP OF ALL SUCH PROPRIETARY MATERIALS;
AND (E) UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, THE RECIPIENT
PARTY SHALL AT THE INSTRUCTION OF THE TRANSFERRING PARTY EITHER DESTROY OR
RETURN ANY UNUSED PROPRIETARY MATERIALS WHICH ARE NOT THE SUBJECT OF THE GRANT
OF A CONTINUING LICENSE HEREUNDER.
2.3
CONSIDERATION.
IN CONSIDERATION OF ILI CONDUCTING THE RESEARCH
PROGRAM DESCRIBED HEREIN, ACCESS SHALL PAY ILI $1,200,000 ON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH ON APPENDIX B ATTACHED HERETO, WHICH SHALL
CONSIST OF ADDITIONAL RESEARCH FUNDING ON A TIME AND MATERIALS BASIS AND
EXTERNAL COSTS INCURRED BY ILI IN CONNECTION WITH THE RESEARCH PROGRAM;
PROVIDED, THAT, ACCESS HAS APPROVED IN ADVANCE ALL SUCH EXTERNAL COSTS.
3.
RESEARCH LICENSES
3.1
LICENSE TO ILI.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ACCESS HEREBY GRANTS TO ILI A NON-EXCLUSIVE, WORLDWIDE, ROYALTY-FREE
LICENSE, UNDER THE ACCESS TECHNOLOGY, ACCESS PATENT RIGHTS, PROGRAM INVENTIONS
AND PROGRAM PATENT RIGHTS FOR THE SOLE PURPOSE OF PERFORMING ITS OBLIGATIONS
UNDER THE RESEARCH PROGRAM.
3.2
LICENSE TO ACCESS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ILI HEREBY GRANTS TO ACCESS A NON-EXCLUSIVE, WORLDWIDE, ROYALTY-FREE
LICENSE, UNDER THE ILI TECHNOLOGY, ILI PATENT RIGHTS, AND PROGRAM INVENTIONS AND
PROGRAM PATENT RIGHTS RELATING TO PROGRAM TESTS, FOR THE SOLE PURPOSE OF
PERFORMING ITS OBLIGATIONS UNDER THE RESEARCH PROGRAM.
4.
TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY
4.1
CONFIDENTIALITY.
4.1.1.
CONFIDENTIALITY OBLIGATIONS.
ACCESS AND ILI EACH
RECOGNIZE THAT THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY CONSTITUTES
HIGHLY VALUABLE AND PROPRIETARY
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
4
CONFIDENTIAL INFORMATION.
ACCESS AND ILI EACH AGREES THAT DURING THE TERM AND
FOR FIVE (5) YEARS THEREAFTER, IT WILL KEEP CONFIDENTIAL, AND WILL CAUSE ITS
EMPLOYEES, CONSULTANTS, AFFILIATES AND SUBLICENSEES TO KEEP CONFIDENTIAL, ALL OF
THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
NEITHER ACCESS NOR ILI NOR ANY
OF