Common use of Feasibility Phase Clause in Contracts

Feasibility Phase. Subject to the qualifications below, the goal of the Feasibility Phase is for Nanosys to [*** Redacted]. This device would not be required to [*** Redacted] but will serve as a basis platform for modeling and optimizing device performance during the Breadboard Phase. In-Q-Tel personnel and/or the CIA may perform informal site visits, e.g., not requiring any formal agenda or presentation, from time to time as necessary and reasonable to view technical progress, provided that reasonable advance notice, e.g., five days, is provided for any such visits, and that such visits reasonably take into account Nanosys' allocation of resources and schedules. *** 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. In-Q-Tel Proprietary -11- CONTRACT NUMBER: Nanosys DA-01 A. FEASIBILITY PHASE DELIVERABLES - Baseline [*** Redacted] Demonstration [*** Redacted]. The demonstration shall take place at Nanosys' facilities. [*** Redacted]. In-Q-Tel understands that although Nanosys is obligated to deliver the deliverables specified for the Feasibility Phase and use its commercially reasonable efforts to have an [*** Redacted] result, this Statement of Work is for a research program, and that a commercially reasonable effort by Nanosys does not guarantee that [*** Redacted] will result from the Feasibility Phase. For purposes of this Agreement, Nanosys' commercially reasonable effort under the Feasibility and Breadboard Phases of this Statement of Work, shall include the devotion of at least [*** Redacted] ([*** Redacted] in the Feasibility Phase and [*** Redacted] in the Breadboard Phase; provided, however that the [*** Redacted] for the Breadboard Phase will be increased by the [*** Redacted] (or portion thereof), if any, not expended in the Feasibility Phase) to development and optimization of the oscillator contemplated by this Statement of Work, over both phases of the program. For purposes of this Agreement, "[*** Redacted]" means [*** Redacted]. In-Q-Tel further understands that the purpose of the Deliverable for the Feasibility Phase is to demonstrate that a functional [*** Redacted] has been achieved on which to measure the initial baseline performance of this technology, and the platform will be used to identify [*** Redacted] improvements during the development of the breadboard device. - Summary Research Report Nanosys shall supply to In-Q-Tel a detailed report describing the findings and results of the development program. The report shall include the following items:

Feasibility Phase. Subject to the qualifications below, the goal of the Feasibility Phase is for Nanosys to [*** Redacted]. This device would not be required to [*** Redacted] but will serve as a basis platform for modeling and optimizing device performance during the Breadboard Phase. In-Q-Tel personnel and/or the CIA may perform informal site visits, e.g., not requiring any formal agenda or presentation, from time to time as necessary and reasonable to view technical progress, provided that reasonable advance notice, e.g., five days, is provided for any such visits, and that such visits reasonably take into account Nanosys' allocation of resources and schedules. *** 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. In-Q-Tel Proprietary -11- CONTRACT NUMBER: Nanosys DA-01[*** Redacted] A. FEASIBILITY PHASE DELIVERABLES - Baseline [*** Redacted] Demonstration [*** Redacted]. The demonstration shall take place at Nanosys' facilities. [*** Redacted]. In-Q-Tel understands that although Nanosys is obligated to deliver the deliverables specified for the Feasibility Phase and use its commercially reasonable efforts to have an [*** Redacted] result, this Statement of Work is for a research program, and that a commercially reasonable effort by Nanosys does not guarantee that [*** Redacted] will result from the Feasibility Phase. For purposes of this Agreement, Nanosys' commercially reasonable effort under the Feasibility and Breadboard Phases of this Statement of Work, shall include the devotion of at least [*** Redacted] ([*** Redacted] in the Feasibility Phase and [*** Redacted] in the Breadboard Phase; provided, however that the [*** Redacted] for the Breadboard Phase will be increased by the [*** Redacted] (or portion thereof), if any, not expended in the Feasibility Phase) to development and optimization of the oscillator [*** Redacted] contemplated by this Statement of Work, over both phases of the program. For purposes of this Agreement, "[*** Redacted]" means [*** Redacted]. In-Q-Tel further understands that the purpose of the Deliverable for the Feasibility Phase is to demonstrate that a functional [*** Redacted] has been achieved on which to measure the initial baseline performance of this technology, and the platform will be used to identify [*** Redacted] improvements during the development of the breadboard device. - Summary Research Report Nanosys shall supply to In-Q-Tel a detailed report describing the findings and results of the development program. The report shall include the following items: