Research Two Limited Partnership - Page 8




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          patentable, the due dates for the minimum royalty payments owed             
          to Research II by CemCom would be adjusted to reflect the date              
          of the exercise of the exclusive license.  In order for CemCom              
          to ascertain the applicability of the new technology to CemCom's            
          product line and to facilitate its decision as to whether to                
          exercise the option, the technology transfer agreement provided             
          CemCom with a "review license" from December 29, 1982, through              
          June 30, 1984, to use, review, and evaluate each item of new                
          technology.                                                                 
               If CemCom exercised its option for the exclusive license,              
          the royalty arrangement would provide Research II with a profit             
          equal to the difference between the minimum royalty payments and            
          its deferred obligation to CemCom.  CemCom, however, was under              
          no obligation to exercise its option while Research II was                  
          unconditionally liable to CemCom for the payment of its deferred            
          obligation.                                                                 
               If CemCom chose not to exercise its option, the technology             
          transfer agreement obligated CemCom to grant Research II a                  
          nonexclusive perpetual license of the old technology and the                
          Research I technology necessary and useful in the further                   
          development, manufacture, use, or marketing of the new                      
          technology.  In return for the license, Research II would pay               










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