EXHIBIT 10.29
SILEX SYSTEMS LIMITED
AND
ISONICS CORPORATION
JOINT R&D PROJECT AGREEMENT
XXXXXXXX LEGAL
Lawyers
A member firm of Xxxxxxxx Worldwide SC
Xxxxx 00
000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx XXX 0000
Tel: x00 0 0000 0000
Fax: x000 0000 0000
DX 0000 Xxxxxx
Ref: CGC:SIL063/07
TABLE OF CONTENTS
CLAUSE Page No
1. DEFINITIONS AND INTERPRETATION............................................. 1
1.1 DEFINITIONS........................................................... 1
1.2 INTERPRETATION........................................................ 4
1.3 SCHEDULES............................................................. 4
2. THE PROGRAM................................................................ 4
2.1 PURPOSE............................................................... 4
2.2 SCOPE OF PROGRAM...................................................... 4
2.3 AMENDMENT TO SCOPE OF PROGRAM......................................... 5
2.4 THIRD PARTY RESEARCHERS............................................... 5
2.5 INTERIM REPORTING..................................................... 5
2.6 FINAL REPORT.......................................................... 6
3. PROVISION OF INFORMATION AND INSPECTIONS................................... 6
3.1 PROVISION OF INFORMATION BY ISONICS................................... 6
3.2 PROVISION OF INFORMATION BY SILEX..................................... 7
3.3 CONTINUING OBLIGATIONS................................................ 7
3.4 FULL ACCESS........................................................... 7
3.5 INSPECTIONS AND DISCUSSIONS........................................... 8
4. FUNDING.................................................................... 8
4.1 ALLOCATION OF FUNDING................................................. 8
4.2 RIGHT TO INSPECT BOOKS................................................ 9
4.3 THIRD PARTY FUNDING................................................... 9
4.4 REFUND TO SILEX....................................................... 10
5. INTELLECTUAL PROPERTY RIGHTS AND MATERIALS................................. 10
5.1 OWNERSHIP............................................................. 10
5.2 THE TECHNOLOGY OF EACH PARTY.......................................... 10
5.3 THE YALE PATENTS...................................................... 11
6. CONFIDENTIALITY............................................................ 11
6.1 CONFIDENTIALLY OBLIGATIONS............................................ 11
6.2 PUBLIC ANNOUNCEMENTS.................................................. 11
6.3 DISCLOSURE REQUIRED BY LAW............................................ 11
7. FUTURE CONDUCT AND RELATIONSHIP............................................ 12
7.1 FUTURE JOINT EFFORTS.................................................. 12
7.2 RIGHT TO USE RESULTS.................................................. 12
7.3 USE OF EACH PARTY'S NAME.............................................. 12
8. TERM AND TERMINATION....................................................... 13
8.1 TERM.................................................................. 13
8.2 COMMON TERMINATION RIGHTS............................................. 13
8.3 SURVIVAL.............................................................. 14
9. GENERAL.................................................................... 14
9.1 ENTIRE AGREEMENT...................................................... 14
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9.2 AMENDMENT............................................................. 14
9.3 WAIVER................................................................ 14
9.4 SEVERANCE............................................................. 14
9.5 GOVERNING LAW......................................................... 14
9.6 ASSIGNMENT............................................................ 15
9.7 FURTHER ASSURANCES.................................................... 15
9.8 COUNTERPARTS.......................................................... 15
9.9 NOTICES............................................................... 15
THIS AGREEMENT is made on 21 April 1999.
PARTIES:
SILEX SYSTEMS LIMITED (ACN 003 372 067) of 00 Xxxxxx Xxxx, Xxxxx Xxxx, XXX
0000 (Silex); and
ISONICS CORPORATION of 0000 XxXxxxxx Xxxxxx, Xxxxxx, XX 00000, Xxxxxx
Xxxxxx of America (Isonics).
RECITALS
A. Silex has developed a process with which it seeks to separate isotopes by
laser excitation.
B. Isonics is a specialty chemical and advanced materials company which
develops, commercializes and markets stable and radioisotope-based
products.
C. The parties have agreed to enter into this research and development
agreement to jointly explore the technical and commercial benefits of using
isotopically enriched silicon in the manufacture of semi-conductors and/or
other electronic components.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this agreement, including the recitals, unless the context otherwise
requires:
Business Day means a day on which the banks are open for the conduct of
normal business in Sydney (Australia) and Golden, Colorado (USA) excluding
Saturdays, Sundays and public holidays.
Confidential Information means any and all information including the
Information, engineering or other technical or commercial information or
know-how, information concerning Intellectual Property Rights of a party,
internal management information and financial information which the parties
provide to each other and which:
(a) is of a confidential nature; and
(b) if disclosed:
(i) in writing, is marked as confidential; or
(ii) other than in writing, is declared to be confidential at the time
of disclosure and summarized in a writing, which writing is:
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(A) marked as confidential; and
(B) sent to the receiving party within one month of disclosure.
Confidential Information does not mean or include information which:
(c) was previously known to the other party without an obligation of
confidentiality; or
(d) is or becomes publicly available other than through a breach by the
other party of its obligations under this or any other agreement; or
(e) is developed by or on behalf of the receiving party independent of any
information furnished under this agreement; or
(f) is received from a third party whose disclosure does not violate any
confidentiality agreement or obligation.
Defaulting Party is defined in clause 8.2.
Information means all information or know how (including technical and
scientific information and know how), whether or not in Material Form and
whether or not existing at the date of this agreement, relating to the
Program or the subject matter (including contents) of this agreement.
Intellectual Property Rights means all registered or unregistered statutory
or other proprietary rights in respect of copyright, trade marks, service
marks, designs, patents, circuit layout rights, Confidential Information,
and any rights to registration of such rights whether created before, on or
after the date of this agreement.
Investigation means the investigations of the technical and commercial
benefits of using isotopically enriched silicon in the manufacture of
semi-conductors and/or other electronic components conducted by or on
behalf of the parties as part of the Program.
Isonics Technology means any technology created or owned by Isonics and
relating to the development, commercialization and marketing of stable and
radioisotope-based products.
Item means each of the following items of research to be undertaken as part
of the Program as described in schedule 3:
(a) with respect to silicon-28 which is enriched to 99.9% and using thin
films:
(i) hall mobility as a function of temperature for n and p type
silicon thin films (2 Items);
(ii) thermal conductivity of undoped silicon thin films at room
temperature and liquid nitrogen temperature (2 Items);
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(iii) basic transistor characteristic of a FET made with a silicon-28
epi wafer (1 Item);
(iv) basic transistor characteristics of a FET made with a silicon-28
SOI wafer (1 Item); and
(b) with respect to silicon-28 enriched to each of 99.9%, 99.0% and 98.0%
and using thick (80 - 100u) films:
(i) hall mobility as a function of temperature of n and p type
silicon thick films (6 Items);
(ii) thermal conductivity of undoped silicon thick films at room
temperature and liquid nitrogen temperature (6 Items); and
(c) with respect to silicon-28 enriched to 99.0%o and using a bulk single
crystal sample obtained from Oak Ridge National Laboratory, thermal
conductivity at room temperature and liquid nitrogen temperature (2
Items).
Material Form, in relation to Information, includes any form (whether
visible or not) of storage from which the Information can be reproduced,
and any form in which the Information is embodied or encoded.
Notice includes all notices, consents, requests, waivers, demands or other
communications by a party to the other party permitted or required by this
agreement.
Program means the research and development program outlined in schedules 2
and 3.
Quarter means the period of three consecutive months commencing on 1 July
1999, 1 October 1999 and 1 January 2000.
Report means a detailed, progress report containing the results of the
Investigations up to the point in time at which it is prepared.
SILEX Technology means the technology for the separation of isotopes by
laser excitation which Silex has developed.
Technical Information means the physical copies of the Reports, and the
data therein which results from the Investigations and the Program.
Technical Information does not mean or include:
(a) any Intellectual Property Rights of a party; nor
(b) any information that was in existence before the date of this
agreement.
Terminating Party is defined in clause 8.2.
Yale Patents means the United States patent numbers 5, 144, 409 and 5,
442,191 registered in the name of Yale University and licensed to Isonics.
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1.2 Interpretation
In this agreement, including the recitals, unless the contrary intention
appears:
(a) the singular includes the plural and vice versa;
(b) a reference to any one of an individual, corporation, partnership,
joint venture, association, authority, trust or government includes
(as the context requires) any other of them;
(c) the table of contents and headings are for convenience only and do not
affect interpretation;
(d) a reference to $ or dollars is a reference to an amount in the
currency of the United States of America;
(e) a reference to a recital, clause, schedule or annexure is to a
recital, clause (including sub-clause, paragraph, sub-paragraph or
further subdivision of a clause), schedule or annexure of or to this
agreement, and a reference to a paragraph is to a paragraph in a
schedule; and
(f) including and similar expressions are not and must not be treated as
words of limitation.
1.3 Schedules
The schedules form part of this agreement.
2. THE PROGRAM
2.1 Purpose
(a) The purpose of the Program is for the parties to jointly explore the
technical and commercial benefits of using isotopically enriched
materials in the manufacture of semi-conductors and/or other
electronic components.
(b) Isonics is responsible for, and must undertake or procure the
undertaking of, the tasks set forth in schedules 2 and 3.
2.2 Scope of Program
The Program will investigate and assess:
(a) the scientific and technical benefits of using isotopically enriched
silicon in the manufacture of semi-conductors and other electronic
components;
(b) the potential commercial applications of, and benefits of using,
enriched silicon;
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(c) the potential market for enriched silicon isotopes (including an
assessment of the size and existence of such a market); and
(d) those parties which are likely to be interested in sourcing enriched
silicon and applying it in the conduct of their business,
to allow the parties to fully appreciate the feasibility of using
isotopically enriched silicon in the manufacture of products and devices.
2.3 Amendment to scope of Program
The parties may agree to expand the Program to include an investigation and
assessment of the scientific and technical benefits of using isotopically
enriched materials other than silicon in:
(a) the manufacture of products and devices; and
(b) medical diagnostics, imaging and therapy, and drug development.
2.4 Third Party Researchers
When engaging a third party (including researchers) to conduct part of, or
otherwise participate in, the Investigations:
(a) Isonics must use that third party identified in schedule 2 in respect
of a particular aspect of the Program, or an equally competent
organization to the relevant third party identified in schedule 2; and
(b) if the third party engaged is not that person identified in schedule
2, Isonics must promptly notify Silex of the identity of the third
party actually engaged.
2.5 Interim Reporting
Isonics must:
(a) prepare three Reports for Silex, each of which:
(i) contains the detailed results of the research and Investigations
conducted up to the date of the Report;
(ii) details the current status of the Program and the Investigations
undertaken by Isonics;
(iii) articulates clearly and fully the results of the research
conducted into the Items since execution of this agreement or
completion of the previous Report (as the case may be) and its
interpretation of those results and their implications;
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(iv) summarizes all relevant Information learnt or obtained by Isonics
since execution of this agreement or completion of the previous
Report (as the case may be); and
(v) is written in English; and
(b) deliver one of those Reports to Silex on the 21st day of the month
immediately preceding the first month of a Quarter, or on such other
dates as the parties may reasonably agree upon (having regard to the
progress of the Investigations).
2.6 Final Report
On 21 March 2000 or on such other date as Silex may reasonably agree with
Isonics (having regard to the likely date of completion of all the
Investigations), Isonics must:
(a) prepare a detailed final report which:
(i) contains the detailed technical results of all research and
Investigations conducted during the Program and all other
information which a person would reasonably require to allow it
to assess:
(A) the technical benefits of, and estimated costs resulting
from the use of, isotopically enriched silicon in any
commercial application;
(B) the potential commercial applications of isotopically
enriched silicon (and other agreed materials); and
(C) the size and scope of the market for isotopically enriched
silicon (and other agreed materials) in any commercial
application;
(ii) clearly and fully articulates the result of all research
conducted in respect of the Items and Isonics' interpretation of
those results and their implications; and
(iii) is written in English; and
(b) deliver that report to Silex.
3. PROVISION OF INFORMATION AND INSPECTIONS
3.1 Provision of Information by Isonics
Isonics must provide to Silex:
(a) a copy of all Information which it has in its possession or which is
known to it, other than information restricted by confidentiality
agreements, and which is part of the program or the Items under
investigation, within the later of:
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(i) 23 April 1999; and
(ii) five Business Days after execution of this agreement; and
(iii) five Business Days after receipt of funds by Isonics;
(b) a copy of all Information which it receives or which becomes known to
it, and which is part of the Program or the Items under investigation.
For the avoidance of doubt, Isonics is not required to disclose any
information about the Isonics Technology which is not part of the Program
or is not generally known.
3.2 Provision of Information by Silex
Silex must provide to Isonics:
(a) a copy of all Information which it has in its possession or which is
known to it, other than information restricted by confidentiality
agreements, and which is part of the Program or the Items under
investigation, within five Business Days after execution of this
agreement; and
(b) a copy of all Information which it receives or which becomes known to
it, and which is part of the Program or the Items under investigation.
For the avoidance of doubt, Silex is not required to disclose any
information about the SILEX Technology which is not part of the Program or
is not generally known.
3.3 Continuing obligations
The parties must provide one another with regular updates on, and keep one
another fully informed of, the progress of the Investigations and the
Program.
3.4 Full access
Subject to:
(a) confidentiality obligations each party may have; and
(b) the dispensation from providing Confidential Information respectively
set forth in clauses 3.1 and 3.2,
neither party must do, or omit to do, anything which will or may preclude
the other party from obtaining full, complete and unfettered access to
Information to which it is entitled under this agreement.
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3.5 Inspections and discussions
(a) Isonics will permit, and will use its reasonable efforts to ensure
that any third party who performs services (including research) for it
under the Program will permit, Silex (by its authorized
representatives) to:
(i) attend during normal business hours and on reasonable notice at
any of the premises (including laboratories) where any
Investigations are being performed;
(ii) discuss the progress of those Investigations and related research
openly and candidly with the persons (including scientists) who
are providing the services (including conducting the research);
and
(iii) otherwise make contact, and correspond, with those third
parties.
(b) Any attendances, discussions or contact by Silex pursuant to clause
3.5 (a) will be arranged through Isonics.
4. FUNDING
4.1 Allocation of Funding
(a) Silex will provide $200,000 towards the costs of the Program in
schedules 2 and 3 and, to that end, Silex must transfer to Isonics by
wire transfer:
(i) $50,000 upon the signing of this agreement;
(ii) $50,000 within five Business Days after receipt by Silex of all
of the Information which Isonics is required to provide pursuant
to clause 3.1(a);
(iii) three further installments of $25,000 each, one of which is
payable:
(A) on the first day of each Quarter if it receives a Report on
the 21st day of the month immediately preceding that
Quarter; or
(B) five Business Days after receipt of a Report by Silex if the
Report is received on another date agreed by the parties as
contemplated by clause 2.5(b); and
(iv) $25,000 on 1 April 2000 if Silex receives the final report
referred to in clause 2.6 on 21 March 2000, or otherwise five
Business Days after it receives that final report, and
9
Isonics will fund the balance of the costs of the Program in schedules 2
and 3 unless additional funding is obtained pursuant to clause 4.3.
(b) Schedule 4 specifies the dates on which a Report must be provided to
Silex and the date for transfer of moneys by wire transfer by Silex if
the parties do not agree to amend those dates in accordance with
clause 2.5(b).
(c) For the avoidance of doubt, the aggregate maximum amount payable by
Silex to Isonics in relation to the Program is $200,000 (unless Silex
agrees to contribute a higher sum).
(d) Silex acknowledges that some of the costs of the Program (including,
in particular, the acquisition of certain testing materials) were
incurred by Isonics prior to execution of this agreement.
(e) On the date of transfer of funds by Silex to Isonics, Silex will fax
to Isonics a copy of the document which evidences that the telegraphic
transfer has occurred. Isonics acknowledges that there may be a lapse
of two or three Business Days between the date of telegraphic transfer
of funds by Silex and the date of receipt of those funds by Isonics.
4.2 Right to inspect books
Within five Business Days after a request is made by Silex, Isonics must
provide to Silex evidence of all of the costs incurred in connection with
the Program up to the date of provision of that evidence.
4.3 Third party funding
(a) Isonics may accept additional funding towards the cost of the Program
from third parties.
(b) The provision of funding by a third party pursuant to clause 4.3(a)
will not in any way affect Silex' rights under this agreement or in
respect of the Program.
(c) Within five Business Days after agreeing the terms on which a third
party will contribute towards the costs of the Program pursuant to
clause 4.3(a), Isonics must notify Silex of:
(i) the identity of that third party; and
(ii) the basic terms of the arrangement between Isonics and that third
party
4.4 Refund to Silex
(a) If, at the termination or expiry of this agreement or the Program,
Isonics has not:
(i) conducted research in respect of an Item; or
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(ii) reported the results of its research into each Item to Silex (as
contemplated by clause 2.5),
then Isonics must pay $10,000 to Silex for each Item on which it has not so
conducted research or reported.
(b) Payment under clause 4.4(a) must be made to Silex within 10 Business
Days after the termination or expiry of this agreement or the Program
(as the case may be).
5. INTELLECTUAL PROPERTY RIGHTS AND MATERIALS
5.1 Ownership
(a) Subject to clause 5.1(b), the parties will own the Technical
Information jointly as tenants-in-common.
(b) For the avoidance of doubt, the reference to joint ownership of
Technical Information set forth in clause 5.1(a) is only to joint
ownership of the physical copies of Reports and of the data contained
therein. It does not refer to ownership of any Intellectual Property
Rights.
(c) Any Intellectual Property Rights created by a party:
(i) in connection with the Program; or
(ii) based on the Information or the results of the Investigations or
the Program,
will be the sole property of that party.
5.2 The Technology of Each Party
(a) Any right, title or interest which either party acquires pursuant to
clause 5.1 does not extend to the technology of the other party.
Accordingly, Isonics will not own or acquire any right, title or
interest in or to the SILEX Technology and Silex will not own or
acquire any right, title or interest in or to any of the Isonics
Technology.
(b) Neither party must:
(i) do or cause to be done any act which in any way impairs, or
intends to impair, any part of the other party's full, valid and
exclusive ownership of all right, title and interest in and to
the technology of the other party; or
(ii) represent in any way to any person that it has any ownership or
other rights or interest in the technology of the other party.
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5.3 The Yale Patents
(a) Any right, title or interest which Silex acquires pursuant to clause
5.1 does not extend to the Yale Patents. Accordingly, Silex will not
own or acquire any right, title or interest in or to the Yale Patents.
(b) Silex must not:
(i) do or cause to be done any act which in any way impairs, or
intends to impair, any part of Isonics' right, title and interest
in and to the Yale Patents; or
(ii) represent in any way to any person that it has any ownership or
other rights or interest in the Yale Patents.
6. CONFIDENTIALITY
6.1 Confidentiality Obligations
(a) Each of the parties must treat as confidential, in the same manner as
it treats its own confidential information of like kind, but using no
less than a reasonable standard of care, the Confidential Information
of the other party.
(b) A party may only use the other party's Confidential Information for
the purposes of performing its rights and obligations under this
agreement.
(c) A party must not, without the prior written consent of the other
party, disclose that other party's Confidential Information to any
person other than to the first party's personnel to the extent that
those persons require the Confidential Information in order to carry
out the first party's rights and obligations under this agreement.
(d) Each party must ensure that each of its employees and agents engaged
in the Program agrees to be bound by, and complies with, the
confidentiality obligations set out in this clause 6.1.
6.2 Public announcements
Subject to clause 6.3, no public announcements or communications relating
to the negotiations of the parties or the existence, subject matter or
terms of this agreement may be made or authorized by or on behalf of a
party without the prior written approval of the other party (such approval
not to be unreasonably withheld or delayed).
6.3 Disclosure required by law
Nothing in this agreement will preclude a party from disclosing any
Confidential Information which is required to be disclosed by law or under
the rules of any stock exchange by which the party is bound to comply
provided that the party:
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(a) notifies the other party that the Confidential Information is required
to be disclosed as soon as reasonably possible after discovering that
requirement; and
(b) provides all reasonable assistance to the other party (at that other
party's expense) in opposing any subpoena or other process pursuant to
which the Confidential Information is required to be disclosed.
7. FUTURE CONDUCT AND RELATIONSHIP
7.1 Future joint Efforts
(a) The parties may (but need not) combine their efforts:
(i) to conduct any additional research which they consider necessary
or desirable having regard to the results of the Program; or
(ii) to seek to commercially exploit the outcome of the Investigations
and the Program.
(b) Any future arrangement between the parties will only arise if they are
able to agree in writing to terms relating to that future arrangement.
7.2 Right to use Results
(a) Either party may at any time use the results of the Program or any
part of the Investigation in any way it determines including to
establish a business which will commercially exploit enriched silicon
and/or other materials.
(b) Nothing in this agreement gives a party any right, title or interest
in or to any business or venture which the other party may establish
pursuant to clause 7.2(a). Each party acknowledges and agrees that it
will have no claim against the other party in respect of any such
venture or the profit derived by the other party from any such
venture.
(c) Neither party will unlawfully use or infringe the Intellectual
Property Rights of the other party.
(d) Subject to clause 6, each party may discuss the Information and the
results of the Program with third parries without obtaining the prior
consent of the other party.
7.3 Use of Each Party's name
Each Party must obtain the other party's prior written consent to use the
other party's name or to refer to the other party in connection with the
Program, the Investigations or the subject matter of this agreement.
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8. TERM AND TERMINATION
8.1 Term
This Agreement:
(a) commences upon execution by both parties; and
(b) terminates eighteen months thereafter, unless earlier terminated as
set forth below.
8.2 Common Termination Rights
A party (Terminating Party) may terminate this agreement by written notice
to the other party (Defaulting Party) if:
(a) the Defaulting Party:
(i) commits a breach of; or
(ii) is in default under,
a material term of this agreement and that breach or default, if
capable of being remedied, is not remedied by the Defaulting Party
within 30 Business Days after a notice specifying the breach is served
upon the Defaulting Party by the Terminating Party;
(b) the Defaulting Party repeatedly or persistently breaches, or is
repeatedly or persistently in default under, any of the provisions of
this agreement;
(c) the Defaulting Party infringes any Intellectual Property Rights of the
Terminating Party;
(d) an order is made to wind up the Defaulting Party or the Defaulting
Party goes into liquidation whether voluntarily or otherwise;
(e) the Defaulting Party makes an assignment for the benefit of, enters
into an arrangement or composition with its creditors, or has an
administrator appointed to it;
(f) the Defaulting Party ceases to carry on business or ceases to be able
to pay its debts as and when they fall due; or
(g) the Defaulting Party has a receiver, receiver and manager, manager or
administrator appointed over it or any material part of its assets or
operations.
Termination pursuant to clauses 8.2(b) to 8.2(g) (inclusive) will be
effective 30 Business Days after notice is given by the Terminating Party.
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8.3 Survival
Clauses 1.1, 1.2, 4.4, 5, 6, 7.2, 7.3 and 9 survive termination or
expiration of this agreement.
9. GENERAL
9.1 Entire agreement
(a) This agreement constitutes the entire agreement between the parties in
relation to its subject matter. No understanding, arrangement or
provision not expressly set out in this agreement will bind the
parties. Accordingly all correspondence, negotiations and other
communications between the parties in relation to the subject matter
of this agreement which precede this agreement are SUPERSEDED by and
merged in it.
(b) Notwithstanding clause 9.1(a), all confidentiality agreements executed
by the parties survive execution of, and are not fettered or amended
in any way by, this agreement.
9.2 Amendment
This agreement may only be amended in writing signed by all the parties and
not in any other manner.
9.3 Waiver
(a) The failure by any party at any time to enforce any of its powers,
remedies or rights under this agreement will not constitute a waiver
of those powers, remedies or rights or affect the party's rights to
enforce those powers, remedies or rights at any time.
(b) Any single or partial exercise of any power, remedy or right does not
preclude any other or further exercise of it or the exercise of any
other power, remedy or right under this agreement.
9.4 Severance
If any provision of this agreement is prohibited, invalid or unenforceable
in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of the prohibition, invalidity or unenforceabihty
without invalidating the remaining provisions of this agreement or
affecting the validity or enforceability of that provision in any other
jurisdiction.
9.5 Governing Law
This agreement is governed by the law in force in Colorado, United State of
America and the parties submit to the non-exclusive jurisdiction of the
courts of Colorado,
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United State of America and all courts competent to hear appeals from those
in respect of all proceedings arising in connection with this agreement.
9.6 Assignment
No party may assign or transfer any of its rights or obligations under this
AGREEMENT without the prior written consent of the other party.
9.7 Further assurances
Each party must do, sign, execute and deliver and must procure that each of
its employees and agents does, signs, executes and delivers all deeds,
documents, instruments and acts reasonably required of it or them by Notice
from another party effectively to carry out and give full effect to this
agreement and the rights and obligations of the parties under it.
9.8 Counterparts
This agreement may be executed in any number of counterparts and all of
those counterparts taken together constitute one and the same instrument.
9.9 Notices
Schedule 1 applies to Notices.
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SCHEDULE 1
NOTICES
1. Delivery
A Notice must be in writing and delivered on a Business Day, sent by
prepaid mail (airmail if overseas) or by facsimile to the address or
facsimile number of the recipient party set out in paragraph 3 or to such
other address or facsimile number as that party may from time to time
notify the other parties for the purposes of this schedule.
2. Receipt
A Notice given in accordance with paragraph 1 will be treated as having
been received:
(a) if it is delivered before 5:00pm on a Business Day, at the time of
delivery otherwise at 9:00am on the next following Business Day;
(b) on the third Business Day (or seventh Business Day if sent overseas)
after posting; and
(c) if sent by facsimile, upon production of a correct and complete
transmission report by the machine from which the facsimile was sent
which indicates that the facsimile was sent in its entirety to the
facsimile number of the recipient notified for the purposes of this
paragraph (but if the communication is not completed by 5:00pm on a
Business Day, at 9:00am on the next following Business Day).
3. Addresses for Notices
For the purposes of this schedule, the address and facsimile details of
each party are as follows:
Silex
Attention: Xx Xxxxxxx Xxxxxxxxxxx
Address: Building 64, Xxxxx Heights Science & Technology Centre
New Xxxxxxxxx Xxxx, Xxxxx Xxxxxxx, XXX, 0000, Xxxxxxxxx
Facsimile: + 00 0 0000 0000
Telephone: + 000 0000 0000 (this is included for information purposes only)
Isonics
Attention: Xx Xxxxxxx Xxxxxx
Address: 0000 XxXxxxxx Xxxxxx, Xxxxxx, XX 00000, Xxxxxx Xxxxxx of America
Facsimile: + 0000 000 0000
Telephone: + 0 000 000 0000 (this is included for information purposes
only)
17
SCHEDULE 2
ISONICS PROGRAM
(Clause 1.1)
TASKS SCHEDULED TO COMPLETE ESTIMATED COSTS
ON OR BEFORE (USD)
------------------------------------------------------------ --------------------- ---------------
THIN FILMS
1. Purchase 1 kg of 99.9% enriched silicon-28 as April 1999 $115,000 material
tetrafluoride
2. Transform silicon-28 tetrafluoride to silane and May 1999 $30,000 labour
complete conversion and purification of 1kg of starting
material (Voltaix)
3. Manufacture epi wafers for thermal conductivity, June 1999 $35,000 labour
carrier mobility, and transistor test specimens
(Xxxxxxxx Semiconductor Research Laboratory)
4. Measure carrier mobility of thin epi films (Xxxxxxxx July 1999 None to Program
Berkeley Laboratory, UC San Diego)
5. Measure thermal conductivity of 10 to 25 micron thick July 1999 None to Program
epi films (Xxxx Laboratories, SMU, UCLA).
6. Measure basic CMOS transistor characteristics (UC July 1999 None to Program
Berkeley)
7. Measure basic CMOS transistor characteristics using SOI July 1999 None to Program
wafers (MIT)
18
TASKS SCHEDULED TO COMPLETE ESTIMATED COSTS
ON OR BEFORE (USD)
------------------------------------------------------------ --------------------- ---------------
THICK EPI FILMS & BULK WAFERS
1. Purchase 4.5 kg of 99.9% enriched silicon-28 as April 1999 $125,000 material
tetrafluoride
2. Manufacture 3 kgs of 99.9% silicon-28 trichlorosilane June 1999 $100,000 labour and equipment
(Voltaix)
3. Determine maximum thickness of epitaxial layer possible May 1999 $25,000 material and labour
(Epitronics & Xxxxxxx Technology are possible vendors)
4. Manufacture thick epi layers with 99.9%, 99.0% and July 1999 $30,000 labour
98.0% silicon-28 enrichments
5. Purchase sample of 99.0% single crystal silicon-28 from May 1999 $25,000 material
Oak Ridge National lab
6. Write report on results of Oak Ridge sample July 1999 None to Program
7. Fabricate thick epi specimens August 1999 $20,000 labour
8. Measure thermal conductivity (Xxxx Laboratories) December 1999 None to Program
9. Measure carrier mobility (Xxxxxxxx Berkeley Laboratory) December 1999 None to Program
10. Program Completion 0- Write Final report February 2000 None to Program
$20,000 RESERVE
$525,000 PROJECT COSTS
========
19
SCHEDULE 3
ISONICS PROGRAM
Deliverable Items
(Clause 1.1)
A. Silicon-28 thin films which are enriched to 99.9%
1. Hall mobility as a function of temperature for n-type silicon thin
films
2. Hall mobility as a function of temperature for p-type silicon thin
films
3. Thermal conductivity of undoped silicon thin films at room temperature
4. Thermal conductivity of undoped silicon thin films at liquid nitrogen
temperature
5. Basic transistor characteristic of a FET made with a silicon-28 epi
wafer
6. Basic transistor characteristics of a FET made with a silicon-28 SOI
wafer
B. Silicon-28 thick (80 - 100u) films
7. Hall mobility as a function of temperature for n-type silicon thick
films using 99.9% enriched silicon-28
8. Hall mobility as a function of temperature for n-type silicon thick
films using 99.0% enriched silicon-28
9. Hall mobility as a function of temperature for n-type silicon thick
films using 98.0% enriched silicon-28
10. Hall mobility as a function of temperature for p-type silicon thick
films using 99.9% enriched silicon-28
11. Hall mobility as a function of temperature for p-type silicon thick
films using 99.0% enriched silicon-28
12. Hall mobility as a function of temperature for p-type silicon thick
films using 98.0% enriched silicon-28
13. Thermal conductivity of undoped silicon thick films at room
temperature using 99.9%a silicon-28.
14. Thermal conductivity of undoped silicon thick films at room
temperature using 99.0% silicon-28.
15. Thermal conductivity of undoped silicon thick films at room
temperature using 98.0% silicon-28.
16. Thermal conductivity of undoped silicon thick films at liquid nitrogen
temperature using 99.9% silicon-28.
17. Thermal conductivity of undoped silicon thick films at liquid nitrogen
temperature using 99.0% silicon-28.
18. Thermal conductivity of undoped silicon thick films at liquid nitrogen
temperature using 98.0% silicon-28.
20
C. Bulk crystal sample of Silicon-28 enriched to 99.0% obtained from Oak Ridge
National Laboratory
19. Thermal conductivity at room temperature.
20. Thermal conductivity at liquid nitrogen temperature.
21
SCHEDULE 4
SCHEDULED DATES
(Clause 4.2)
Subject to the right of the parties to agree alternative dates for delivery of
the Reports pursuant to clauses 2.5(b) and 2.6, the dates on which reports are
to be provided to Silex and installments are to be telegraphically transferred
by Silex are as follows:
DATE EVENT
--------------------------- ----------------------------------------------------------------
Upon execution of this Silex wire transfers $50,000 to Isonics (clause 4.1(a)(i)(A))
agreement
On the later of 23 April Isonics to provide information to Silex (clause 3.1(a))
1999 and within five
Business Days after
execution
Within five Business Silex wire transfers $50,000 to Isonics (clause 4.1(a)(i)(B))
Days later
21 June 1999 Isonics provides a Report to Silex (clause 2.5(b))
1 July 1999 Silex wire transfers $25,000 to Isonics (clause 4.1(i)(B))
21 September 1999 Isonics provides a Report to Silex (clause 2.5(b))
1 October 1999 Silex wire transfers $25,000 to Isonics (clause 4.1(i)(B))
21 December 1999 Isonics provides a Report to Silex (clause 2.5(b))
1 January 2000 Silex wire transfers $25,000 to Isonics (clause 4.1(i)(B))
21 March 2000 Isonics provides final report to Silex (clause 2.6)
1 April 2000 Silex wire transfers $25,000 to Isonics (clause 4.1(i)(C))
22
EXECUTED as an agreement.
EXECUTED by SILEX SYSTEMS LIMITED:
/s/ Xxxxxxx Xxxxxxxxxxx /s/ Xxxxx Xxxxx
---------------------------------- ----------------------------------
Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxx
Managing Director Director
EXECUTED by ISONICS CORPORATION
in the manner required by its by-laws:
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
---------------------------------- ----------------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
President Vice President, Electronic Materials
