Common use of COLLABORATION WORK Clause in Contracts

COLLABORATION WORK. 2.1 Each party shall use its commercially reasonable efforts to perform its Collaboration obligations as set forth in Exhibit A. It is understood and agreed that the Collaboration is in the nature of research, that successful completion of the research is not assured, and that, so long as a party uses its commercially reasonable efforts as set forth in the preceding sentence, that party will not be in default for any failure to achieve any particular result or to complete any particular deliverable. The parties shall commence the Collaboration December 15, 2003, provided that on one or more written notices to Nanosys received by Nanosys at least fifteen *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. [*** Redacted] prior to the date when the Collaboration is then scheduled to commence (provided that if this Agreement is signed by Intel after November 30, 2003, Intel shall be entitled to provide the initial such notice on the date of such signature, but only if such signature date is on or before December 10, 2003), Intel shall be entitled to delay commencement of the Collaboration to any date on or before March 31, 2004. Delays resulting in commencement of the Collaboration after December 31, 2003 shall be subject to the payments in Section 3.2 below. It is understood and agreed that commencement of the Collaboration may not be delayed past March 31, 2004. 2.2 Nanosys agrees to allocate to the Collaboration at least [*** Redacted] full-time equivalent individuals during the first quarter of the Collaboration, at least [*** Redacted] full-time equivalent individuals during the second quarter of the Collaboration, at least [*** Redacted] full-time equivalent individuals during the third quarter of the Collaboration, and at least "X" full-time equivalent individuals (FTEs) during the fourth quarter of the Collaboration, where "X" is a number between [*** Redacted] and [*** Redacted], inclusive, chosen by Intel by written notice to Nanosys at least [*** Redacted] days prior to the beginning of such fourth quarter. If Intel fails to provide such notice, "X" will be deemed to equal [*** Redacted]. 2.3 It is the parties' mutual intent that most of the work and deliverable creation under this Agreement to investigate [*** Redacted] memory feasibility shall occur at the Nanosys Facility. Nanosys shall host Intel's Listed Representatives on a mutually agreed upon basis, such agreement not to be unreasonably withheld, on site at the Nanosys Facility to work on this project and get deeply involved in complementary collaborative activities (e.g., device integration and characterization, but not the synthesis of Deposited Nanomaterials). Information on the design and modeling of Deposited Nanomaterials, as well as [*** Redacted], [*** Redacted], and [*** Redacted] related to Deposited Nanomaterials, shall be provided to Intel's Listed Representatives, but in each case only as reasonably required for device integration and characterization for the purpose of the Collaboration, including but not limited to, making an informed decision about the complexity of integrating Deposited Nanomaterials with Conventional Processes. Nanosys' Listed Representatives may also be invited to work at Intel's facilities, for circumstances including but not limited to, using a metrology tool that may not be available at the Nanosys Facility. The parties shall adhere to the following guidelines in connection with Listed Representatives working at the site of the other party: (a) all employees of one party visiting the other party's facility shall comply with the rules and regulations applicable at that facility as communicated to such employees, and each party retains the right to reasonably refuse admittance for violation of these rules; (b) the hosting party shall maintain reasonable firewall procedures so that employees of a visiting party are not exposed to the confidential information of a third party; (c) each party shall maintain reasonable firewall procedures so that third parties at a party's site are not exposed to the confidential information of the other party or non-public information about the status of this Collaboration; and (d) in the case of Nanosys only, cubicle space, secure Internet access, and badge access shall be made available for use by Intel's Listed Representatives when such a person or persons are working on site at the Nanosys Facility. 2.4 Except as set forth in Section 5, any and all materials supplied by one party to the other party shall be used by the recipient only to perform its Collaboration obligations. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 2.5 Except as set forth in Section 3 below, each party shall bear its own costs and expenses in carrying out the Collaboration.

COLLABORATION WORK. 2.1 Each party shall use its commercially reasonable efforts to perform its Collaboration obligations as set forth in Exhibit A. It is understood and agreed that the Collaboration is in the nature of research, that successful completion of the research is not assured, and that, so long as a party uses its commercially reasonable efforts as set forth in the preceding sentence, that party will not be in default for any failure to achieve any particular result or to complete any particular deliverable. The parties shall commence the Collaboration December 15, 2003, provided that on one or more written notices to Nanosys received by Nanosys at least fifteen [*** Redacted] *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. [*** Redacted] prior to the date when the Collaboration is then scheduled to commence (provided that if this Agreement is signed by Intel after November 30, 2003, Intel shall be entitled to provide the initial such notice on the date of such signature, but only if such signature date is on or before December 10, 2003), Intel shall be entitled to delay commencement of the Collaboration to any date on or before March 31, 2004. Delays resulting in commencement of the Collaboration after December 31, 2003 shall be subject to the payments in Section 3.2 below. It is understood and agreed that commencement of the Collaboration may not be delayed past March 31, 2004. 2.2 Nanosys agrees to allocate to the Collaboration at least [*** Redacted] full-time equivalent individuals during the first quarter of the Collaboration, at least [*** Redacted] full-time equivalent individuals during the second quarter of the Collaboration, at least [*** Redacted] full-time equivalent individuals during the third quarter of the Collaboration, and at least "X" full-time equivalent individuals (FTEs) during the fourth quarter of the Collaboration, where "X" is a number between [*** Redacted] and [*** Redacted], inclusive, chosen by Intel by written notice to Nanosys at least [*** Redacted] days prior to the beginning of such fourth quarter. If Intel fails to provide such notice, "X" will be deemed to equal [*** Redacted]. 2.3 It is the parties' mutual intent that most of the work and deliverable creation under this Agreement to investigate [*** Redacted] memory feasibility shall occur at the Nanosys Facility. Nanosys shall host Intel's Listed Representatives on a mutually agreed upon basis, such agreement not to be unreasonably withheld, on site at the Nanosys Facility to work on this project and get deeply involved in complementary collaborative activities (e.g., device integration and characterization, but not the synthesis of Deposited Nanomaterials). Information on the design and modeling of Deposited Nanomaterials, as well as [*** Redacted], [*** Redacted], and [*** Redacted] related to Deposited Nanomaterials, shall be provided to Intel's Listed Representatives, but in each case only as reasonably required for device integration and characterization for the purpose of the Collaboration, including but not limited to, making an informed decision about the complexity of integrating Deposited Nanomaterials with Conventional Processes. Nanosys' Listed Representatives may also be invited to work at Intel's facilities, for circumstances including but not limited to, using a metrology tool that may not be available at the Nanosys Facility. The parties shall adhere to the following guidelines in connection with Listed Representatives working at the site of the other party: (a) all employees of one party visiting the other party's facility shall comply with the rules and regulations applicable at that facility as communicated to such employees, and each party retains the right to reasonably refuse admittance for violation of these rules; (b) the hosting party shall maintain reasonable firewall procedures so that employees of a visiting party are not exposed to the confidential information of a third party; (c) each party shall maintain reasonable firewall procedures so that third parties at a party's site are not exposed to the confidential information of the other party or non-public information about the status of this Collaboration; and (d) in the case of Nanosys only, cubicle space, secure Internet access, and badge access shall be made available for use by Intel's Listed Representatives when such a person or persons are working on site at the Nanosys Facility. 2.4 Except as set forth in Section 5, any and all materials supplied by one party to the other party shall be used by the recipient only to perform its Collaboration obligations. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 2.5 Except as set forth in Section 3 below, each party shall bear its own costs and expenses in carrying out the Collaboration.