AND (II) TWO
PERCENT (2.0%) OF PROCEEDS RECEIVED BY COMPANY FROM A MONETIZATION EVENT
INITIATED BY AIP.
(C)
COMPANY AND AIP EACH ACKNOWLEDGE THAT (I) THE OBLIGATIONS OF
AIP UNDER THIS SECTION 2 ARE CONTRACTUAL ONLY AND DO NOT CREATE ANY FIDUCIARY OR
OTHER RELATIONSHIP BETWEEN THEM AND (II) AIP HAS NOT REPRESENTED THAT IT WILL BE
SUCCESSFUL IN ITS EFFORTS TO MONETIZE THE PATENTS AND, ACCORDINGLY, MAKES NO
REPRESENTATION AS TO THE VALUE, IF ANY, OF THE POSSIBLE PROCEEDS FROM A
MONETIZATION EVENT REALIZED UNDER SECTION 2.
(D)
THE MATURITY DATE OF THIS NOTE AND OBLIGATIONS OF COMPANY TO
REPAY AIP PURSUANT TO THE TERMS OF THIS NOTE ARE INDEPENDENT OBLIGATIONS OF THIS
NOTE AND WILL NOT EXPIRE UPON TERMINATION OF THE AGREEMENT.
(E)
AIP SHALL SET FORTH ACTUAL AMOUNTS OWED, CONSTITUTING THE
PRINCIPAL, IN THE ATTACHED SCHEDULE A TO BE UPDATED AS MONEYS ARE ADVANCED TO
LAW FIRM.
AIP SHALL PROMPTLY SEND COPIES OF THE SCHEDULE TO COMPANY AS THE
SCHEDULE IS UPDATED.
ALL PAYMENTS MADE BY AIP PURSUANT TO THIS NOTE SHALL BE
MADE BY WIRE TRANSFER TO THAT ACCOUNT SPECIFIED BY LAW FIRM (TO BE PROVIDED BY
LAW FIRM).
AIP SHALL PROVIDE SUCH SUPPORTING DOCUMENTATION AS MAY BE REASONABLY
REQUESTED BY COMPANY (SUBJECT TO APPROPRIATE AND CUSTOMARY CONFIDENTIALITY
OBLIGATIONS AS MAY BE REQUIRED IN ORDER TO DISCLOSE SUCH DOCUMENTATION TO
COMPANY).
IT IS UNDERSTOOD THAT LAW FIRM IS COUNSEL TO COMPANY, AND COMPANY
SHALL DIRECT THE WORK UNDERTAKEN BY LAW FIRM, AND AIP SHALL NOT UNDERTAKE ANY
MEASURE THAT WILL INTERFERE WITH THE ATTORNEY-CLIENT RELATIONSHIP BETWEEN LAW
FIRM AND COMPANY.
3.
PREPAYMENT.
PREPAYMENT OF THE PRINCIPAL DUE UNDER THIS NOTE
MAY BE MADE IN WHOLE OR IN PART AT ANY TIME WITHOUT PENALTY.
4.
NO SECURITY FOR PAYMENT.
THIS NOTE IS UNSECURED.
5.
CANCELLATION UPON PAYMENT IN FULL.
UPON AIP'S RECEIPT OF
THE FULL PAYMENT OF THIS NOTE, AIP SHALL WRITE ON THE FACE OF EACH PAGE OF THIS
NOTE THE FOLLOWING "NOTE CANCELLED/RELEASED, PAID IN FULL ON (THE DATE OF
PAYMENT)" AND SIGNATURE OF AN AUTHORIZED REPRESENTATIVE OF AIP.
AIP SHALL SEND
THE ORIGINAL CANCELLED NOTE TO COMPANY WITHIN FIVE DAYS OF AIP'S RECEIPT OF
FINAL PAYMENT OF THE NOTE.
UPON FULL PAYMENT OF THE NOTE THE CONDITIONS OF 2(A)
AND 2(B) STILL REMAIN AND MAY COME AT SOME POINT IN THE FUTURE.
6.
RECORDS.
AIP SHALL KEEP OR CAUSE TO BE KEPT AT THE
PRINCIPAL OFFICE OF AIP THOSE RECORDS AND DOCUMENTS REQUIRED TO BE MAINTAINED IN
ORDER FOR COMPANY TO DETERMINE ITS RIGHTS HEREUNDER, AND OTHER BOOKS AND RECORDS
DEEMED BY THE MANAGEMENT OF AIP TO BE APPROPRIATE WITH RESPECT TO AIP'S BUSINESS
(AND REASONABLY ACCEPTABLE TO COMPANY IN LIGHT OF GOOD BUSINESS PRACTICES).
ANY
RECORDS MAINTAINED BY OR ON BEHALF OF AIP IN THE REGULAR COURSE OF ITS BUSINESS
MAY BE KEPT ON, OR BE IN THE FORM OF, ANY INFORMATION STORAGE DEVICE, PROVIDED
THAT THE RECORDS SO MAINTAINED ARE CONVERTIBLE INTO CLEARLY LEGIBLE WRITTEN FORM
WITHIN A REASONABLE PERIOD OF TIME.