6. RECIPIENTS agrees to deliver, promptly upon ASAHI's request, or promptly after the expiration of Uracil business among the parties, to ASAHI all documents, drawings and writings of any kind provided to RECIPIENTS directly or indirectly by ASAHI or its affiliates together with all copies thereof and all documents, drawings and writings derived by RECIPIENTS from INFORMATION; provided, however, that RECIPIENTS may retain one copy thereof in locked files or its legal counsel for use in administering the confidentiality and non-use terms of this Agreement.

 

 

7. RECIPIENTS agree to treat as INFORMATION the fact of the existence of this Agreement and the business relationship between ASAHI and RECIPIENTS referred to or indicated in this Agreement.

 

8. In the event samples of materials are transmitted from ASAHI or its affiliates to RECIPIENTS, RECIPIENTS agrees to treat such samples as INFORMATION in all aspects of this Agreement. RECIPIENTS further agrees to return, promptly upon ASAHI's request, to ASAHI such samples and parts of such samples not consumed by RECIPIENTS.

 

9. Nothing contained in this Agreement shall be construed as either granting express or implied license under any INFORMATION or any patent or patent application or creating any right of RECIPIENTS to ownership therein; nor shall this Agreement be deemed to provide a commitment of any kind by ASAHI to enter into further agreement with RECIPIENTS.

 

10. This Agreement shall be binding upon and inure to the benefit of each of the parties, its successors and legal representatives, and assigns. This Agreement shall be assignable by ASAHI. Insofar as RECIPIENTS is concerned, it may be assigned only to a successor to that portion of its business relating to the subject matter herein contained, but such assignment shall not relieve RECIPIENTS of any of the obligations set forth herein.

 

11. This Agreement constitutes the entire understanding between ASAHI and RECIPIENTS with respect to the subject matter herein contained and supersedes any and all prior communications and understandings with respect thereto.

 

12. This Agreement shall come into force as of July 1, 2012, which shall be the effective date of this Agreement.

 

13. The validity and interpretation of this Agreement and the legal relations of the parties to it shall be governed by the laws of Japan.

 

If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by sending and returning to us the duplicate copy of this Letter of Agreement.