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BIOBASE ONLINE PRODUCT EVALUATION AGREEMENT

This agreement is made and entered into as of the Effective Date by and between BIOBASE Corporation, a Delaware corporation, having a place of business at 100 Cummings Center, Suite 107A, Beverly, Massachusetts 01915 (hereinafter referred to as "BIOBASE") and the requestor (herinafter referred to as "COMPANY".

WHEREAS, BIOBASE has agreed to allow COMPANY to access BIOBASE Knowledge Library and Applications (hereafter referred to as the “BKL”) as defined below for the predefined period of time so that COMPANY can evaluate the BKL, determine its interest in the BKL, and provide feedback to BIOBASE concerning the BKL; and

WHEREAS, the parties wish to set forth the conditions and obligations which will govern the BKL;

NOW THEREFORE, the parties agree as follows:

1. BIOBASE shall allow COMPANY to access the products for a predefined period of time ("Product Evaluation Period"). The Product Evaluation Period shall commence on receipt of your username and password.
2. The BKL consists of technical data, know how, materials, and any information that relates to research, content, products, services, development, technology, inventions, processes, designs, formulas, drawings, engineering, and marketing, are all Proprietary Information of BIOBASE.
3. The BKL shall be used by COMPANY solely for the purpose of determining COMPANY's interest in entering into a commercial relationship regarding the BKL. Both BIOBASE and COMPANY as used herein shall include, individually and collectively, their officers, directors, consultants, independent contractors and employees.
4. COMPANY shall not disclose to any third party nor use the BKL, or any Proprietary Information of BIOBASE for any other purpose(s) than those specified under this Agreement. COMPANY agrees to take reasonable and appropriate measures to keep confidential and to safeguard from theft or loss the BKL. COMPANY further agrees to limit access to the BKL to those officers, and employees of COMPANY's organization who reasonably require access to the BKL for carrying out the purpose of this Agreement, who have agreed in writing to maintain the Proprietary Information in confidence, and who shall be listed in Section 14.
5. COMPANY shall not download any part of the BKL, or allow or enable anyone to do so, during the term of this Agreement. COMPANY agrees to return any and all materials accessed and/or used from the BKL to BIOBASE at the end of the Product Evaluation Period, or to certify that any materials accessed and/or used from the BKL has been destroyed.
6. COMPANY agrees to provide feedback regarding the BKL to BIOBASE's Business Development/Marketing staff at the end of the Product Evaluation Period.
7. Information shall not be considered confidential if COMPANY can establish that the same:
1. is or becomes a part of the public knowledge or literature without breach of this Agreement by COMPANY; or
2. was rightfully in the possession of COMPANY prior to the date of disclosure of such Proprietary Information as evidenced by written records; or
3. is developed by COMPANY independently of the disclosure made under this Agreement as demonstrated by written records; or
4. is supplied without restriction on disclosure to COMPANY by a third party who had a lawful right to disclose it and is under no obligation to BIOBASE to maintain such Proprietary Information in confidence; or
5. is required to be disclosed by order of a court or regulatory agency.
8. If COMPANY becomes aware of any breach of this Agreement, then COMPANY shall promptly notify BIOBASE thereof in writing.
9. This Agreement shall commence on the Effective Date and terminate at the expiration date of the Product Evaluation Period. The confidentiality obligations of this Agreement shall survive for a period of five (5) years from the date of termination.
10. Upon expiration of the Product Evaluation Period, COMPANY shall immediately cease use of the BKL furnished hereunder and shall either return or destroy any materials accessed and/or used from the BKL.
11. COMPANY may not be transfer or assign any of its rights or obligations to any third party without the prior written consent of BIOBASE.
12. The validity, interpretation, and effect of this Agreement shall be governed by the laws of the state of Delaware without regards to its conflicts of laws principles.
13. This Agreement constitutes the entire understanding of the parties with respect to the matters referred to herein and supersedes all prior negotiations, commitments and understandings with respect thereto. No variation or modification of the Agreement or waiver of any terms or provisions hereof shall be deemed valid unless in writing and signed by authorized representatives of both parties.

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