TO THE DELIVERY OF THE
DEPOSIT MATERIALS TO DSI, DEPOSITOR SHALL CONSPICUOUSLY LABEL FOR IDENTIFICATION
EACH DOCUMENT, MAGNETIC TAPE, DISK, OR OTHER TANGIBLE MEDIA UPON WHICH THE
DEPOSIT MATERIALS ARE WRITTEN OR STORED.
ADDITIONALLY, DEPOSITOR SHALL COMPLETE
EXHIBIT B TO THIS AGREEMENT BY LISTING EACH SUCH TANGIBLE MEDIA BY THE ITEM
LABEL DESCRIPTION, THE TYPE OF MEDIA AND THE QUANTITY.
THE EXHIBIT B MUST BE
SIGNED BY DEPOSITOR AND DELIVERED TO DSI WITH THE DEPOSIT MATERIALS.
UNLESS AND
UNTIL DEPOSITOR MAKES THE INITIAL DEPOSIT WITH DSI, DSI SHALL HAVE NO OBLIGATION
WITH RESPECT TO THIS AGREEMENT, EXCEPT THE OBLIGATION TO NOTIFY THE PARTIES
REGARDING THE STATUS OF THE DEPOSIT ACCOUNT AS REQUIRED IN SECTION 2.2 BELOW.
1.3.
DEPOSIT INSPECTION.
WHEN DSI RECEIVES THE DEPOSIT MATERIALS AND
THE EXHIBIT B, DSI WILL CONDUCT A DEPOSIT INSPECTION BY VISUALLY MATCHING THE
LABELING OF THE TANGIBLE MEDIA CONTAINING THE DEPOSIT MATERIALS TO THE ITEM
DESCRIPTIONS AND QUANTITY LISTED ON THE EXHIBIT B. IN
*** Confidential material which has been omitted and filed separately with the
Securities and Exchange Commission.
1
ADDITION TO THE DEPOSIT INSPECTION, PREFERRED BENEFICIARY MAY ELECT TO CAUSE A
VERIFICATION OF THE DEPOSIT MATERIALS IN ACCORDANCE WITH SECTION 1.6 BELOW.
1.4.
ACCEPTANCE OF DEPOSIT.
AT COMPLETION OF THE DEPOSIT INSPECTION, IF
DSI DETERMINES THAT THE LABELING OF THE TANGIBLE MEDIA MATCHES THE ITEM
DESCRIPTIONS AND QUANTITY ON EXHIBIT B, DSI WILL DATE AND SIGN THE EXHIBIT B AND
MAIL A COPY THEREOF TO DEPOSITOR AND PREFERRED BENEFICIARY.
IF DSI DETERMINES
THAT THE LABELING DOES NOT MATCH THE ITEM DESCRIPTIONS OR QUANTITY ON THE
EXHIBIT B, DSI WILL (A) NOTE THE DISCREPANCIES IN WRITING ON THE EXHIBIT B; (B)
DATE AND SIGN THE EXHIBIT B WITH THE EXCEPTIONS NOTED; AND (C) MAIL A COPY OF
THE EXHIBIT B TO DEPOSITOR AND PREFERRED BENEFICIARY.
DSI'S ACCEPTANCE OF THE
DEPOSIT OCCURS UPON THE SIGNING OF THE EXHIBIT B BY DSI.
DELIVERY OF THE SIGNED
EXHIBIT B TO PREFERRED BENEFICIARY IS PREFERRED BENEFICIARY'S NOTICE THAT THE
DEPOSIT MATERIALS HAVE BEEN RECEIVED AND ACCEPTED BY DSI.
1.5.
DEPOSITOR'S REPRESENTATIONS.
DEPOSITOR REPRESENTS AS FOLLOWS:
(A)
DEPOSITOR LAWFULLY POSSESSES ALL OF THE DEPOSIT MATERIALS
DEPOSITED WITH DSI;
(B)
WITH RESPECT TO ALL OF THE DEPOSIT MATERIALS, DEPOSITOR HAS THE
RIGHT AND AUTHORITY TO GRANT TO DSI AND PREFERRED BENEFICIARY THE RIGHTS AS
PROVIDED IN THIS AGREEMENT;
(C)
THE DEPOSIT MATERIALS ARE NOT SUBJECT TO ANY LIEN OR OTHER
ENCUMBRANCE; D.
THE DEPOSIT MATERIALS CONSIST OF THE PROPRIETARY
TECHNOLOGY AND OTHER MATERIALS IDENTIFIED EITHER IN THE LICENSE AGREEMENT OR
EXHIBIT A, AS THE CASE MAY BE; AND E.
THE DEPOSIT MATERIALS ARE READABLE
AND USEABLE IN THEIR CURRENT FORM OR, IF THE DEPOSIT MATERIALS ARE ENCRYPTED,
THE DECRYPTION TOOLS AND DECRYPTION KEYS HAVE ALSO BEEN DEPOSITED.
1.6.
VERIFICATION.
PREFERRED BENEFICIARY SHALL HAVE THE RIGHT, AT
PREFERRED BENEFICIARY'S EXPENSE, TO CAUSE A VERIFICATION OF ANY DEPOSIT
MATERIALS.
A VERIFICATION DETERMINES, IN DIFFERENT LEVELS OF DETAIL, THE
ACCURACY, COMPLETENESS, SUFFICIENCY AND QUALITY OF THE DEPOSIT MATERIALS.
IF A