Exhibit
10.43




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.





CONFIDENTIAL


This
Agreement is subject to confidentiality obligations, as set forth in Section
8.








RESEARCH
AND LICENSE AGREEMENT








Effective
January 1, 2008








among








Symyx
Technologies, Inc.





Symyx
Tools, Inc.





Symyx
Software, Inc.








and








ExxonMobil
Research and Engineering Company


ExxonMobil
Chemical Company







RESEARCH
AND LICENSE AGREEMENT




TABLE OF CONTENTS
                      PAGEBACKGROUND
                      1AGREEMENTSECTION
      1
                      Projects
                      1SECTION
      2
                      Intellectual
      Property and Licenses
                      5SECTION
      3:
                      Software
                      11SECTION
      4
                      Combinatorial
      Chemistry License
                      16SECTION
      5
                      Tools
      Systems
                      18SECTION
      6
                      Financial
      Terms
                      25SECTION
      7
                      Management
                      28SECTION
      8
                      Confidentiality
                      30SECTION
      9
                      Representations
      and Warranties
                      34SECTION
      10
                      Indemnity
                      36SECTION
      11
                      Term
      and Termination
                      37SECTION
      12
                      Miscellaneous
                      39EXHIBIT
      A
                      Definitions
                      46EXHIBIT
      B
                      [ * ]Terms
                      57EXHIBIT
      C
                      Tools
      Costs
                      59EXHIBIT
      D
                      Software
      Specifications
                      61EXHIBIT
      E
                      Arbitration
      Provisions
                      65EXHIBIT
      F
                      Drug
      and Alcohol Policy
                      67EXHIBIT
      G
                      Workforce
      Harassment Policy
                      68EXHIBIT
      H
                      Field
      of Rights
                      71EXHIBIT
      I
                      Lead
      Material Confirmation
                      74EXHIBIT
      J
                      Symyx
      Proprietary Fields
                      75EXHIBIT
      K
                      Optional
      Fields
                      76EXHIBIT
      L
                      Ancillary
      Software
                      77EXHIBIT
      M
                      ExxonMobil
      Strategic Confidential Information in Discovery Tools
    Systems
                      78




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.





RESEARCH
AND LICENSE AGREEMENT






This
Research and License Agreement (“Agreement”),
effective as of January 1,2008 (“Effective
Date”), is entered into by and among ExxonMobil Research and Engineering
Company (“EMRE”);
ExxonMobil Chemical Company (“EMCC”)
(collectively, “ExxonMobil”),
and Symyx Technologies, Inc. (“Symyx
Tech”) Symyx Tools, Inc. (“Symyx
Tools”) and Symyx Software, Inc. (“Symyx
Software”) (collectively, “Symyx”).
Certain definitions are set forth in Exhibit
A hereto.




BACKGROUND




Symyx
Tech, Symyx Tools (formerly known as Symyx Discovery Tools, Inc.) and EMRE
entered into an Alliance, Technology Transfer, and License Agreement effective
April 1, 2003 (as amended, “ATTLA”);
and




The
parties hereto wish to make certain arrangements to govern a continuing
relationship as certain aspects of the ATTLA draw to a conclusion.




NOW,
THEREFORE, for and in consideration of the mutual undertakings set forth in this
Agreement, the parties agree as follows:




AGREEMENT




1.         
  Projects




1.1           Background.Pursuant to the ATTLA, the parties are currently engaged in research
projects in [ * ], [ * ] and certain other projects.
Under the ATTLA, the Research Program Term (as defined therein) for these
projects will terminate on[ * ].




1.2           Extended
Projects.




(a)Extended [ * ] Project. EMRE and Symyx Tech
hereby agree to extend the [ * ] Project (in accordance with
its existing Research Plan) beyond the ATTLA for a period of [ * ] (the “Extended [ * ] Project”). In [ * ], Symyx Tech will provide
EMRE with[ * ]
FTEs.  Thereafter, Symyx Tech will provide EMRE with an average of
[ * ], measured on a (calendar)
quarterly basis. The ATTLA will govern the [ * ] Project through[ * ], and this Agreement will
govern the Extended [ * ] Project after[ * ].  EMRE agrees to
pay Symyx Tech at an FTE Rate of [ * ] for the Extended [ * ] Project.  The
parties may mutually agree to further extend the Extended [ * ] Project in accordance with
Section 1.2(c)(ii), but if no such agreement is reached, the Extended[ * ] Project will terminate on
[ * ].




(b)Extended [ * ] Project.  EMRE and
Symyx Tech hereby agree to extend the[ * ] Project (in accordance with
its existing Research Plan) through [ * ] (the “Extended [ * ] Project”). The ATTLA will
govern the  [ * ] Project through [ * ], and this Agreement will
govern the Extended [ * ] Project after [ * ].  Subject to
clause (i) below, Symyx Tech will provide EMRE with[ * ] (at an average of[ * ]) during the Extended[ * ] Project, and EMRE agrees to
pay Symyx Tech at an FTE Rate of [ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 1
-


(i)EMRE may terminate the Extended [ * ] Project by providing notice
to Symyx Tech as soon as practicable.  EMRE agrees that if it
terminates the Extended [ * ] Project, it will immediately
reallocate the remaining FTE-months to either (at its option) (a) the Extended
[ * ] Project, or (b) another
Extended Project or New Project to which EMRE or EMCC and Symyx
Tech  have agreed; but in any event, at least [ * ] will be used each month
after the effective date of termination of the Extended [ * ]Project.




(ii)EMRE
and Symyx Tech may mutually agree to further extend the Extended [ * ] Project in accordance with
Section 1.2(c)(ii), but if no such agreement is reached, the Extended [ * ] Project will terminate on
[ * ].




(c)Other
Project Extensions




(i)Limited Extension on Request.EMRE or EMCC may elect to extend other projects in which they are
currently engaged with Symyx under the ATTLA (a “Limited Extended Project”) for
a period of[ * ]beyond the Research Program Term, by providing Symyx Tech with notice on
or before [ * ]. The project would be
extended in accordance with its Research Plan.  The FTE Rate for any
Limited Extended Project is[ * ].
The rights in Section 2 would apply to any Limited Extended Project, except that
any continuation of projects in the [ * ] would be subject to the
provisions of Exhibit
B. A Limited Extended Project may not extend more than [ * ]without mutual consent
pursuant to clause (ii) below.




(ii)Additional Extensions on Mutual
Agreement. Any further extension to a Limited Extended Project, the
Extended [ * ] Project or the Extended
[ * ] Project would be made, if at
all, upon mutual agreement of EMRE or EMCC (as applicable) and Symyx Tech, and
subject to the execution of an instrument memorializing such agreement. The
executed instrument would be attached as a schedule to this Agreement and made a
part of it. Project-specific terms included in any schedule will control over
conflicting terms in the body of this Agreement.  The relevant parties
may also agree to extend any other project in which they are currently engaged
under the ATTLA prior to the end of the Research Program Term, even if not first
extended as a Limited Extended Project, by following the procedures in this
section.  For clarity, no party is obligated to reach agreement on any
such extension to any project.




(d)           Scope of
Definition.  The Extended [ * ] Project, Extended [ * ]Project, any Limited
Extended Projects and any further extensions to such projects agreed to by the
relevant parties under Section 1.2(c)(ii) will be deemed an “Extended
Project” hereunder.




(e)           Fees.  The
FTE Rate applicable to efforts by Symyx Tech expended after[ * ] on Extended Projects under
this Section 1.2 during the Term is [ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 2
-


1.3           Research
Exclusivity




(a)           Extended
Projects and New Projects.  During any Extended Project or New
Project, Symyx will not knowingly conduct any research activities, on behalf of
itself or any Third Parties, in the corresponding Research Exclusivity Field(s).
The scope of the Research Exclusivity for any New Project will be commensurate
in scope with the scope of the New Project agreed to by the relevant parties and
will be documented as part of its Research Plan. The relevant parties may also
agree to alter the scope of Research Exclusivity in any further extension of an
Extended Project that they agree to under Section 1.2(c)(ii).




(b)Notwithstanding
(a) above, Symyx may validate and demonstrate the basic capabilities of its
Discovery Tools Systems, on its own behalf or in connection with a potential
sale of a Discovery Tools System to an Affiliate or a Third Party, within the
Research Exclusivity Field(s), as long as the validation and demonstration work
(i) does not encompass Materials discovery research or targeted optimization
work (except as may be incidental to the validation or demonstration as directed
by the Affiliate or Third Party), and (ii) does not incorporate or utilize
Project Technology, ExxonMobil Proprietary Materials, or[ * ].




1.4           Extended
Projects—Royalties Possible.For clarity, if Symyx Tech elects
to make any Extended Project a Royalty-Bearing Project (or, for clarity, an
Alternate Royalty Bearing Project) under the terms of the ATTLA, then EMRE will
pay to Symyx Tech license royalties (in accordance with the royalty provisions
of the ATTLA) for Net Sales or Use by EMRE or its Affiliates of Products
resulting from research activities performed within all such Extended Projects
that are a continuation of Royalty-Bearing Projects under the
ATTLA.  Neither EMRE nor EMCC is obligated to make any advance royalty
payments hereunder.




1.5           New
Projects.  From time to time during the Term, and at least on a
quarterly basis beginning[ * ]
or as otherwise agreed by the Advisory Committee, EMRE and/or  EMCC
and Symyx Tech will review the outlook for potential new research and
development projects, with a goal of identifying new collaborative research
and/or development activities that could benefit the parties hereto, and
entering into good faith discussions towards including such potential projects
as “New
Projects” under this Agreement.  Terms that the parties
requesting/conducting such New Projects would need to agree upon in order to
include these projects under this Agreement include the scope, staffing,
schedule, and term. The rights and obligations of the parties set forth in
Section 2 will apply to New Projects.New Projects would be
subject to a Research Plan to be agreed by the relevant parties.  New
Projects would not bear royalties. If the relevant parties
agree to extend an existing Research Project (as defined in the ATTLA) under the
ATTLA that is active as of the Effective Date hereof, the extension of that
Research Project will be considered an Extended Project hereunder, subject to
Section 1.4.




However,
if the relevant parties agree to restart a Research Project conducted under the
ATTLA that was completed or terminated under the ATTLA before the Effective
Date, or they agree to begin a project whose scope and subject matter
corresponds to a Research Project conducted under the ATTLA that was either
completed or terminated under the terms of the ATTLA before the Effective Date,
then such project will be considered a New Project hereunder, free of royalties
pursuant to this Agreement. The FTE Rate applicable
to the first New Project agreed by the parties under this Agreement is [ * ]. The FTE rate for subsequent
or additional New Projects is [ * ]. If agreed, the parties will
memorialize the terms and attach them as a schedule hereto.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 3
-


1.6           Directed
Research Services/Access to Tools.  From time to time during
the Term, EMRE or EMCC may request that Symyx Tech provide it with certain
Directed Research Services.  If agreed by the relevant parties, Symyx
Tech would provide EMRE or EMCC (as applicable) with FTE resources and access to
tools at Symyx’s facilities in order to perform research experiments on behalf
of EMRE or EMCC (as applicable), all as agreed upon by the relevant parties in a
Directed Research Plan.  The Directed Research Plan will detail the
scope and terms governing the relevant party’s (EMRE or EMCC) personnel’s direct
involvement (if any) in support of the Directed Research Services, as well as
specific directions and information sufficient for Symyx to be able, to the
extent possible, to perform the Directed Research Services without inventive
contribution by Symyx personnel.  At the request of Symyx Tech, EMRE
or EMCC (as applicable) will provide additional detail of the work to be
performed in the Directed Research Plan.  Terms that the relevant
parties would need to agree upon in order to include these Directed Research
Services under this Agreement also include the scope, staffing, schedule and
term.  Unless otherwise agreed by the relevant parties at the time, as
between Symyx and the party requesting the Directed Research Services (EMRE or
EMCC), (a) [ * ], and (b) [ * ].Directed Research
Services would not bear royalties. The FTE rate for Directed Research Services
is [ * ]. If agreed, the relevant
parties will memorialize the terms and attach them as a schedule
hereto.




1.7           Responsibilities.
With respect to Extended Projects, New Projects and Directed Research Services
as may be agreed to hereunder (“Projects”):




(a)           Symyx.  Symyx
Tech will use commercially reasonable efforts, consistent with professional
standards applicable to research in the [*] industries, to
conduct its activities in the Projects.  Symyx Tech will assign staff
to the Projects consistent with the quality and experience of the staff Symyx
Tech assigns to internal and Third-Party research programs. No Symyx entity is
required to perform research activities other than the Projects in accordance
with their Research Plans, or to utilize FTEs in excess of those specified,
funded, and paid for under this Agreement.




(b)           ExxonMobil.EMRE and EMCC will use commercially reasonable efforts, consistent with
professional standards applicable to research in the [*] industries, to
(1) conduct its activities in the Projects in accordance with their respective
Research Plans, and (2) to provide the relevant Symyx entity technical
information as is reasonably necessary to conduct the Projects, and technical
support as specified in the Research Plans. EMRE and EMCC each have discretion
over the extent to which information, technology, data, technical support, or
other Materials belonging to them or their Affiliates, including ExxonMobil
Proprietary Materials, will be provided to Symyx, but agrees to provide
Materials set forth in the Research Plans unless it determines that such
Materials are subject to restrictions that prevent it from providing such
Materials to Symyx.  EMRE or EMCC (as applicable) will provide to
Symyx Tech known requirements for the safe handling of ExxonMobil Proprietary
Materials, and Symyx will follow such safe handling requirements in addition to
any standard industry practices in handling such ExxonMobil Proprietary
Materials.




1.8           Independent
Research.  Except as specifically provided in this Agreement,
and subject to the confidentiality obligations and use restrictions of Section
8, nothing in this Agreement in any way restricts or impairs the right of any
party hereto or their respective Affiliates to conduct Independent
Research.  Each party or Affiliate will own the results of its own
Independent Research and has no obligation under this Agreement with respect to
the use or disposition of the results thereof, including all information and
data resulting therefrom.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 4
-


1.9           Research
Records.  Each party will maintain records of their activities
under this Section 1 (or cause such records to be maintained) in sufficient
detail and in good scientific manner as will properly reflect the work done and
results achieved (including information sufficient to establish dates of
conception and reduction to practice of inventions).




1.10        Development,
Scale-up, and Commercialization of Products.  As between Symyx
and ExxonMobil, ExxonMobil or its Affiliates will be responsible for all
expenses incurred for in-house development activities and for scale-up and
commercialization of Products by ExxonMobil and its Affiliates.




1.11        ExxonMobil
Proprietary Materials.  As provided in this Agreement, Symyx
Tech may use ExxonMobil Proprietary Materials in any Project conducted
hereunder.  Symyx will not acquire rights in ExxonMobil Proprietary
Materials and Symyx will not use, test, reverse engineer, disclose,
commercialize, or license ExxonMobil Proprietary Material without the prior
written consent of ExxonMobil, other than for the use within a designated
Project.  Neither EMRE nor EMCC will incur any license payment
obligation to Symyx under this Agreement for use or modification of an
ExxonMobil Proprietary Material by EMRE, EMCC, or their Affiliates, except where
(a) the ExxonMobil Proprietary Material is identified by Symyx Tech as a Lead
Material, or modified by Symyx Tech to become a Novel Material, in an Extended
Project in which use of the ExxonMobil Proprietary Material has been authorized
by EMRE or EMCC (as applicable), and (b) the Extended Project is a continuation
of a project that Symyx Techhas selected as a
Royalty-Bearing Project under the ATTLA.  For the purpose of clarity,
nothing in this Section 1.11 changes the payment obligations under the
ATTLA.




1.12        Disclaimer.  Each
party hereto specifically disclaims any representation, warranty, or guarantee
that any Project will be successful, in whole or in part.  Symyx’s
failure to successfully synthesize, discover, identify or optimize Agreement
Materials as part of a Project will not constitute a breach of any
representation or warranty or other obligation under this Agreement; provided,
however, the foregoing will not be construed so as to relieve Symyx from its
obligation under this Agreement to perform research activities in the
Projects.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
NO PARTY HERETO MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OR
CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT
TECHNOLOGY, INFORMATION DISCLOSED HEREUNDER, PRODUCTS, OR EXXONMOBIL PROPRIETARY
MATERIALS, AND EACH PARTY HERETO HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF ANY PROJECT
TECHNOLOGY, PATENTED OR UNPATENTED, OR NONINFRINGEMENT OF THE INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES.






2.       
     Intellectual
Property and Licenses




2.1           Ownership.




(a)           Project
Technology.  Symyx will own[ * ], and, except as provided in
Section 2.13, EMRE will own all [ * ] generated in Projects it
conducts hereunder and EMCC will own all [ * ]generated in Projects it
conducts hereunder.




(b)           Combinatorial
Chemistry Technology.  As between Symyx and ExxonMobil, Symyx
will own all [ * ] developed as part of any
Project conducted under this Agreement.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 5
-


(c)           Directed
Research Technology.  The party requesting Directed Research
Services (either EMRE or EMCC as the case may be) will own[ * ] generated as part of
Directed Research Services performed pursuant to such request.




(d)           Other.Each partywill own its respective
Confidential Information, Background Technology and inventions resulting from
its own Independent Research (as provided in Section 1.8).




2.2           Notice
of Inventions. Each party participating in a Project hereunder will
report all inventions relating to Lead Materials or Project Technology developed
in the course of such  Project to the applicable Research
Committee.




2.3           Licenses
to ExxonMobil.




(a)           Inside
the Field of Rights.Subject to the terms and conditions of this Agreement, Symyx Tech,
warranting that it has the right to do so, grants to bothEMRE and EMCC an
irrevocable, non-exclusive, [ * ] license to utilize Symyx
Confidential Information to the extent necessary to make, have made, use, sell,
offer for sale, import and export Products or Project Technology and lease or
license Products or Project Technology within the scope of the Field of
Rights.  In addition, Section 2.15 of this Agreement contains
provisions providing immunity with respect to Symyx patents in the Field of
Rights.




(b)           Extension
Rights.Subject to the
terms and conditions of this Agreement, either EMRE or EMCC may extend the
rights granted in Section 2.3(a) above to their Affiliates, provided that the
terms of each such license extension may not be inconsistent with the terms of
this Agreement.  Any such extension must be in writing, accepted in
writing by the Affiliate, and provided to Symyx Tech upon request. It is
understood that any such license extension is subject and subordinate to the
terms and conditions of this Agreement, and that the party extending such rights
remains responsible for all applicable financial and other obligations under
this Agreement for each such Affiliate to which it extends such
rights.  Nothing in this Section 2.3(b) changes the payment
obligations under the ATTLA.  Subject to the terms and conditions of
this Agreement, EMRE, EMCC and their Affiliates to which rights have been
extended shall also have the right to grant sublicenses under the rights granted
in Section 2.3(a)  above to one or more Third Parties, provided that
with respect to Extended Projects only, if Symyx selects anExtended
Project as a project for which royalties are due pursuant to the ATTLA, then any
revenue received from such sublicense for such grant shall be distributed in
accordance with the terms of the ATTLA.




2.4           Licenses
to Symyx.




(a)           Outside
ExxonMobil Business Areas.  Subject to the terms and conditions
of this Agreement, both EMRE and EMCC, each warranting that it has the right to
do so, grant to Symyx an irrevocable, exclusive, [ * ] license under their rights
in the Project Technology, to utilize and exploit Project Technology for all
purposes and in any manner, outside of the ExxonMobil Business Areas.
Notwithstanding the above grant, no rights are granted to Symyx hereunder in the
Symyx Proprietary Field [ * ], and EMRE,
EMCC  and their Affiliates will have a royalty free right to practice
Project Technology within the scope of Symyx Proprietary Field [ * ] and to  license
others to do so.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




- 6
-


(b)           Inside
ExxonMobil Business Areas.  Subject to the terms and conditions
of this Agreement, both EMRE and EMCC, each warranting that it has the right to
do so, grant to Symyx an irrevocable, non-exclusive, [ * ] license under their rights
in the Project Technology, to utilize and exploit Project Technology, for all
purposes and in any manner, inside the ExxonMobil Business Areas, but outside of
the Field of Rights.




(c)           ExxonMobil
Proprietary Materials.  Subject to the terms and conditions of
this Agreement, bothEMRE and EMCC, each
warranting that it has the right to do so, grant to Symyx a non-exclusive, [ * ] license to utilize
ExxonMobil Proprietary Materials in providing services hereunder. Except for the
foregoing, no licensing or any other rights are granted by either EMRE or EMCC
to Symyx with respect to any ExxonMobil Proprietary Material, unless such
ExxonMobil Proprietary Material has been modified by a Symyx entity so as to
become a Novel Material, in which case Symyx will have the same rights to such
Novel Material as it has under this Agreement to all other Novel
Materials.




(d)           Use
of Information.  Symyx may utilize information and data
generated in the course of a Project outside the scope of the Field of Rights,
provided that no right is granted hereunder to utilize Confidential Information
of EMRE, EMCC or their Affiliates.




(e)           Directed
Research Technology.  Other than as necessary to perform
Directed Research Services, no licenses are granted by either EMRE or EMCC to
Symyx to use the Directed Research Technology.




2.5           Symyx
Research.  Symyx retains the right to make and use Lead
Materials, other than ExxonMobil Proprietary Materials, synthesized or
identified during the course of a Project, and use or practice any processes or
methods developed by or on behalf of Symyx in the course of performing any
services hereunder, for its own internal research to develop Combinatorial
Chemistry, as long as such research does not conflict with Symyx’s obligations
to ExxonMobil pursuant to this Agreement.




2.6           Immediate
Vesting.  All rights and licenses granted in this Section 2
vest immediately when the relevant invention is made, or the relevant
information, data, material or Material is produced, in the course of a Project
hereunder.




2.7           Limited
Use.




(a)           Except
as expressly provided in this Agreement, and subject to Section 2.4(c), Symyx
may not use or sell, or authorize the use or sale of, Project Technology, or any
Lead Material synthesized or identified in the course of a Project, except in
relation to research and development andthe manufacture, use, or
sale of Products outside of the Field of Rights.




(b)           Except
as expressly provided in this Agreement, EMRE, EMCC, their Affiliates and
permitted sublicensees pursuant to Sections 2.3(b) and 2.4(a) aboveto
which rights have been extended may not use or sell, or authorize the use or
sale of, Project Technology, or any Agreement Material, except in relation to
the manufacture, use or sale of Products and Project Technology within the Field
of Rights or ExxonMobil Business Areas in accordance with the rights provided
for in Section 2.1 and the license granted by Symyx Tech in Section 2.3 (and
subject to the license granted to Symyx in Section 2.4); provided, however, that
the restriction set forth in this Section 2.7 will not apply to any Agreement
Material that is an ExxonMobil Proprietary Material and that has not been
modified by a Symyx entity so as to become a Novel Material.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 7
-


2.8           Third-Party
Rights.  Symyx is in the business of conducting materials
discovery, research, and development with Third Parties, and Symyx will continue
to grant Third Parties rights to acquire licenses related to compounds and
materials derived from such activities.  EMRE and EMCC acknowledge
that even if the Symyx entities comply with their obligations hereunder, their
other business activities may result in license rights, and in patent
applications and patents owned by Third Parties or jointly by Symyx and such
Third Parties, that could conflict with patent applications, patents and license
rights hereunder.  Except to the extent that EMRE, EMCC or one of
their Affiliates is damaged as a proximate result of a material breach by Symyx
of Sections 1.3 or 8 of this Agreement, the Symyx entities will have no
liability to EMRE, EMCC or their Affiliates with respect to any such
conflict.




2.9           Patent
Prosecution.




(a)           Except
as otherwise provided in this Agreement, Symyx Tech and EMRE or EMCC (as
applicable) are each responsible in their discretion and each at its sole
expense, for preparing, filing, prosecuting and maintaining patent applications
and patents relating to inventions owned by that party as described in Section
2.1, and for conducting any interferences, re-examinations, reissues,
oppositions or requests for patent term extension, or governmental equivalents
thereto.




(b)Subject to the right of EMRE or EMCC to
maintain Novel Process Technology as a trade secret, if EMRE or EMCC have not
filed any U.S. patent application on an invention that would be owned solely by
it under Section 2.1(a) within[*]after the invention was reported to
the Research Committee (but in no event less than[*]prior to any applicable patent
application bar date), the owning party (EMRE or EMCC) willnotify Symyx
Tech in writing.  Symyx Techwill then notify the
owning party (EMRE or EMCC, as applicable) if it desires to file a U.S. patent
application with respect to the invention.  If  the owning
party (EMRE or EMCC) has not filed a U.S. patent application on the invention
within [ * ] of Symyx Tech’s notice,
Symyx Tech may file and prosecute (or cause to be filed and prosecuted) a U.S.
patent application with respect to the invention.  Further, if the
owning party (EMRE or EMCC) does not prosecute or maintain, or conduct such
other activities described above (other than preparing and filing), with respect
to a U.S. patent or U.S. patent application owned solely by it under Section
2.1(a), it will so notify Symyx Tech in writing and Symyx may, in its
discretion, assume such activities at its own expense or delegate such
activities to an Affiliate.  If Symyx assumes activities pursuant to
the preceding three sentences, ownership and rights to any resulting patent will
be governed by the provisions of this Section 2.




(c)           Except
as provided in Section 2.10 below, a party owning an invention hereunder will
have no obligation to coordinate foreign patent filings with any other party
with respect to inventions it owns under Section 2.1, or to permit any other
party to take over filing, prosecution, and/or maintenance of any foreign patent
application or foreign patent.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 8
-


(d)Nothing
in this Agreement obligates a party to appeal adverse patent office or judicial
decisions with respect to patents. If no such appeal is taken, the adverse
decision will be deemed final for purposes of this Agreement.






2.10       Cooperation
in Patent Filing.




(a)           Each
party filing a patent application hereunder, will simultaneously file (or cause
to be filed) such  patent applications to the extent necessary to
prevent such filings  from becoming prior art to another party’s
patent applications or resulting patents and will use reasonable efforts to keep
each other informed as to the status of patent matters described herein,
including by (i) providing each other the opportunity to review and comment on
patent application drafts a reasonable time in advance of applicable filing
dates, and (ii) using reasonable efforts under the circumstances to provide each
other with notice of material events (such as official actions, interferences,
reissues, re-examinations, oppositions, potential litigation, or requests for
patent term extensions), but in no event will a party’s failure to provide such
notice be deemed to be a breach of a material obligation under this Agreement.
Upon request, the parties subject to this Section 2.10 (a) will reasonably
assist and cooperate with each other (at its own expense) in connection with
these activities.




(b)           The
Advisory Committee will (i) facilitate communication among the parties regarding
patents and patent applications arising from inventions made during the course
of a Project (other than Directed Research Technology), and (ii) discuss and
provide advice on patent strategy related to such patent
applications.




(c)           The
party responsible for filing and prosecuting patent applications pursuant to
Section 2.9 will solely determine the content and scope of the application,
although with respect to applications pursuant to Section 2.1(a) being filed and
prosecuted by either EMRE or EMCC, Symyx Techmay make non-binding
recommendations to the party responsible for the patent application at issue, on
the content and scope of claims directed [ * ].  If such
recommendations by Symyx are not accepted, then Symyx Techmay file a separate
patent application(s) covering claims solely applicable [ * ]. In this event, the parties
will coordinate patent filings as described above.  No party will
incur any liability to another for any patent filing, prosecution, or
maintenance decision it makes regarding a Project Patent it
owns.  Each party has the right to have outside counsel prepare and
prosecute Project Patents it owns.




(d)           No
Symyx entity has any obligations hereunder to assist or participate in
preparing, filing, prosecuting, maintaining, enforcing or engaging in other
activities relating to patent applications or patents with respect to Directed
Research Technology. Notwithstanding the above, the parties recognize that even
though the specific directions for Directed Research will be prepared with the
goal of providing enough detail as to matter, recipes, processes, and other
conditions (temperature, pressure, order, etc.) and constraintsso that services can be
provided without any inventive contribution by Symyx, the parties recognize that
an invention, though unlikely, could be made. In such an event, Symyx will
provide reasonable assistance to the ExxonMobil party requesting such services
to have all necessary documents executed to enable that party to secure
intellectual property rights on such invention.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 9
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2.11  
     Enforcement.




(a)           Notice.  EMRE
or EMCC, on the one hand, and Symyx, on the other hand, will promptly notify the
other if it becomes aware of any actual or threatened commercially material
infringement of the Project Patents by a Third Party.




(b)           Project
Patents Owned Solely by ExxonMobil.  With respect to Project
Patents owned, as between ExxonMobil and Symyx, by either EMRE or EMCC, (a) the
owning party (EMRE or EMCC, as applicable) has the sole right, but not the
obligation, at its sole cost and expense, to take appropriate legal action to
enforce such Project Patents against infringement by a Third Party within [ * ]; and (b) Symyx has the sole
right, but not the obligation, at its sole cost and expense, to take appropriate
legal action to enforce such Project Patents against any infringement by a Third
Party within[ * ]
where EMRE has the sole right, but not the obligation, at its sole cost and
expense, to take appropriate legal action to enforce Project Patents relating
thereto against any infringement by a Third Party.  Except as provided
in the previous sentence, neither EMRE nor EMCC will have the right to take
legal action to enforce any Project Patents against any infringement within the
Symyx Proprietary Fields, unless specifically authorized by Symyx
Tech.  If Symyx initiates a legal action under this Section, either
EMRE or EMCC as the owning party will either (a) provide reasonable cooperation
and assistance to Symyx, or (b) cede to Symyx sole ownership of the relevant
Project Patent, in which case they will have no further obligations with respect
to such legal action.




(c)           Project
Patents Owned Solely By Symyx.  As between ExxonMobil and
Symyx, Symyx has the sole right, but not the obligation, at its sole cost and
expense, to take appropriate legal action to enforce any Project Patents it owns
against any infringement by a Third Party.




(d)           Cooperation;
Costs and Recoveries; Settlements.  The relevant parties will
use commercially reasonable efforts to cooperate and render such assistance in
the enforcement activities described in this Section 2.11 as the enforcing party
may reasonably request, including being named or joined as a party to the
enforcement to the extent required by law.  Costs of maintaining any
action and damages recovered therefrom will be paid by and belong to the party
bringing the action.






2.12        Third-Party
Claims of Infringement.  If the manufacture, use, or sale of
any Project Technology pursuant to this Agreement results in any Third-Party
claim, suit, or proceeding alleging patent infringement against a Symyx entity
or EMRE and/or EMCC (or their Affiliates or Licensees), the affected party will
promptly notify the other relevant parties, setting forth the facts of such
claims in reasonable detail.  Each party agrees to use commercially
reasonable efforts to render assistance to the affected party in defending
claims of infringement as the defendant may reasonably request.  The
defendant has the[ * ]
right and obligation to defend and control the defense of any such claim, suit,
or proceeding, at its own expense, using counsel of its own choice; provided,
however, it will not enter into any settlement that admits or concedes that any
Project Patent is invalid or unenforceable without the consent of the others,
which may not be unreasonably withheld.  The defendant will keep the
others reasonably informed of all material developments in connection with any
such claim, suit, or proceeding.  Symyx Tech also agrees to notify
both EMRE and EMCC of any Third-Party claim, suit, or proceeding alleging patent
infringement relating to [ * ]performed by Symyx under
this Agreement.




2.13If
Symyx Tech and EMCC agree upon a project in the[ * ] as a Limited Extension
Project or as a New Project, the provisions of Exhibit
B will apply with respect thereto.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 10
-


2.14        Except
as necessary to conduct the Projects or as otherwise expressly provided for
herein, no licenses are granted hereunder to Symyx or any other party to
ExxonMobil Background Technology.




2.15        Limited
Immunity with Respect to Symyx Patents.With respect to
Extended Projects and New Projects, and in furtherance of the rights granted to
EMRE and EMCC in Sections 2.1 and 2.3, Symyx and its Affiliates will not, for so
long as neither EMRE nor EMCC is in material breach of this Agreement, and
solely to the extent necessary for EMRE, EMCC and their Affiliates to engage in
Net Sales or Use of Products or Project Technology and the grant of licenses to
Licensees to make, have made, use, sell, offer for sale, and import Products or
Project Technology, (a) bring any claim or action against EMRE, EMCC or their
Affiliates or their Licensees based on or asserting that the [*] violates or
infringes any patent controlled by Symyx or (b) bring any claim or action
against EMRE, EMCC or their Affiliates or Licensees based on or asserting
that the grant of licenses to Licensees to[*] violates or
infringes any patent controlled by Symyx.






3.            Software




3.1          Staffing
and Services.




(a)Staffing.Symyx Software will provide, and EMRE
will pay for,[*]to deploy the Software and perform
related activities within EMRE for a[*]from[*], at an FTE Rate of[*].  The FTE will be mutually
agreed by EMRE and Symyx Software, and will be based at an EMRE site (although
Symyx Software and EMRE acknowledge that[*]may from time to time provide Services
fromother sites, as required).  EMRE may elect to extend the
services of this [ * ] at the rate set forth above,
by providing Symyx Software with written notice thereof on or before[ * ].  Symyx Software
is not required under this Agreement to provide software FTEs in excess of those
specified, funded, and paid for under this Section 3.1.




(b)           Services.  During
the Term, upon EMCC's request, Symyx Software will provide services to EMCC to
enable the compatibility of DTools Clients with future versions of the Software
(if any), at a rate of [ * ], and as otherwise agreed by
the parties.  In addition, EMRE and/or EMCC (as applicable) and Symyx
Software may separately agree for Symyx Software to provide other services as
agreed by the relevant parties at a rate of [ * ].  Symyx Software
will not unreasonably refuse to provide such services.




3.2           Conversion
of Software Licenses.  Subject to the terms and conditions of
this Agreement, including payment of the amounts set forth in Section 3.11(a),
and effective as provided in Section 3.3, the parties agree to [ * ]enjoyed by EMRE and EMCC and
their Majority Owned Affiliates under ATTLA Sections 5.02 (“Software License”),
5.03 (“Developer’s Kit Software License”) and 5.04 (“Sample Code”) [ * ]. Consequently, subject to
the terms and conditions of this Agreement, including payment of the amounts set
forth in Section 3.11(a), Symyx hereby grants to EMRE and EMCC the following
[ * ], non-exclusive,
non-transferable (except as provided in Section 12.6), non-sublicenseable
(except as provided in Section 3.5) rights,all effective as provided
in Section 3.3:




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 11
-


(a)           to
install and use[ * ]
of copies of the Software, in object code format solely for the ExxonMobil
Internal Activities; and




(b)           to
install and use [ * ] of the Developer’s Kit
Software, in object code format, to create Software Customizations solely for
the ExxonMobil Internal Activities; and




(c)           to
use and modify the source code version of those portions of the Software and the
Developer’s Kit Software that are identified in the documentation as sample code
(“Sample
Code”).  Neither EMRE nor EMCC may distribute the Sample Code,
or any modified version of the Sample Code, in source code form (except as
provided in Section 3.5);




(d)           to
make a reasonable number of copies of the Software, the Developer’s Kit
Software, the Sample Code as necessary in connection with its permitted uses
thereof.




3.3Paid-Up
Licenses.At their sole
option, EMRE and EMCC may prepay any of the amounts set forth in Section 3.11(a)
and 3.11(b).  Upon receipt of the amount set forth in Section 3.11(a),
the licenses set forth in Section 3.2 will be deemed fully paid-up for the
Software as it exists as of [ * ], provided all amounts due
pursuant to Section 8.03 of the ATTLA have also been made.  If
payments due to Symyx under Section 8.03 of the ATTLA are due and owing at the
time of the Section 3.11 (a) payment, then the licenses granted in Section 3.2
will not be deemed fully paid up until both the amounts in Section 3.11(a) and
the outstanding payments under Section 8.03 of the ATTLA are
made.  Upon receipt of each annual Support and Maintenance fee set
forth in Section 3.11(b), the licenses above will extend to the Software as it
exists at the conclusion of the year for which the Support and Maintenance fee
has been paid (i.e., [ * ] of the following
year).  Symyx Tech does not provide, and EMRE, EMCC and their
Majority-Owned Affiliates are responsible for securing and using their own,
Oracle database and operating system and appropriate licenses thereto. For
clarity, the Maintenance and Support services term will begin on [ * ] regardless of whether EMRE
prepays the fees therefor.




3.4           Software
Customization Obligations. With respect to any Software Customizations
(and the intellectual property rights therein) EMRE and EMCC will either (a)
rely solely on trade secret protection, or (b) grant to Symyx a non-exclusive,
worldwide, perpetual, irrevocable, paid-up, transferable, sublicenseable right
to make, have made, modify, copy, create derivative works based on, use, offer
to sell, sell, export, and import any Software Customizations as to which EMRE
or EMCC files a patent application.  EMRE and EMCC (as applicable)
may, at their option, notify Symyx of any Software Customizations; but if EMRE
or EMCC (as applicable) elects (b) above, it will provide Symyx the opportunity
to review and comment on patent application drafts at least [ * ] prior to filing or
prosecuting any application for a patent with respect to any Software
Customization, and will promptly notify Symyx if any patent publishes or is
issued with respect to any Software Customization.  Notwithstanding
the above, if (i) any part of the Software fails to operate in material
conformance with the specifications and documentation therefor, and (ii) EMRE or
EMCC so notifies Symyx, and (iii) Symyx notifies EMRE or EMCC (as applicable)
that it is unable, on a commercially reasonable basis, to remediate the failure
by issuing a Software Update or otherwise, and (iv) either EMRE (at its cost) or
EMCC (at its cost) develops a Software Customization to remediate the failure,
and (v) EMRE or EMCC files a patent application directed to that Software
Customization; then notwithstanding the foregoing, EMRE and EMCC have no
obligation to grant to Symyx the rights set forth in clause (b)
above.  If requested by Symyx, EMRE and EMCC will grant to Symyx a
fee-bearing license to such Software Customization, at a fee that is [ * ] (as applicable) to develop
and implement such Software Customization.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 12
-


3.5           Right
to Extend Licenses to Majority-Owned Affiliates.  Subject to
the terms and conditions of this Agreement, EMRE or EMCC may extend the licenses
and other rights granted to them in this Section 3 to any of their
Majority-Owned Affiliates as of the Effective Date or Majority-Owned Affiliates
established after the Effective Date other than through acquisition (but such
Majority-Owned Affiliates will have no right to grant any further extensions),
provided that neither EMRE nor EMCC is then in default with respect to any of
its obligations to Symyx under this Section 3.  Any such extension
must be in writing, accepted in writing by the Affiliate, and provided to Symyx
upon request. Obligations and restrictions imposed on ExxonMobil in this
Agreement will apply equally to such Majority-Owned Affiliates, and the
operations of such Majority-Owned Affiliates will be deemed to be the operations
of the party extending such rights (EMRE or EMCC as the case may be) and such
party will remain primarily responsible for the performance of the
Majority-Owned Affiliates to which it extended rights hereunder. A license
extended under this Section will automatically terminate for a given entity when
that entity ceases to be a Majority-Owned Affiliate (if it has not terminated
sooner).  Symyx recognizes that EMCC may have certain of its personnel
on loan [ * ].  Notwithstanding
anything herein to the contrary, such personnel shall be treated as employees of
a Majority–Owned Affiliate while working at an ExxonMobil site for the purpose
of this Section 3.




3.6           Limited
License.  By virtue of this Section 3, EMRE and EMCC acquire
only the non-exclusive rights to operate the Software, Developer’s Kit Software,
and Software Customizations as specified in this Section 3 and to make copies of
the Software and the Developer’s Kit Software as necessary in connection with
the use thereof by them and their Majority-Owned Affiliates who have rights
pursuant to Section 3.5.  All other rights in the Software and the
Developer’s Kit Software, and all title and interest in the Software and the
Developer’s Kit Software, and rights in patents, copyrights, and trade secrets
in the Software and the Developer’s Kit Software, including the copies of the
Software and the Developer’s Kit Software delivered to EMRE or EMCC and other
Majority-Owned Affiliates, at all times remain, as between ExxonMobil and Symyx,
the property of Symyx.  The features of the graphical user interface
of the Software and the Developer’s Kit Software (“User
Interface”), including, icons, menu and screen designs, screen layouts,
and command and screen sequence, are proprietary to Symyx and are only disclosed
to EMRE and EMCC under a condition of confidentiality.  None of EMRE,
EMCC nor their Majority-Owned Affiliates will create software programs
incorporating the User Interface or any part thereof.  The User
Interface is a copyrighted work of Symyx and none of EMRE, EMCC nor their
Affiliates will challenge Symyx’s copyright in and to the User
Interface.




3.7           General
Restrictions.Except as expressly set forth above, none of
EMRE, EMCC nor their Affiliates will: (a) reproduce, distribute, copy, sell,
lease, license or sublicense the Software, Developer’s Kit Software, or any
Software Customization; (b) use the Software, Developer’s Kit Software, or any
Software Customization other than as licensed above; (c) attempt to reverse
engineer, disassemble, decompile, or otherwise attempt to derive source code
from the Software or the Developer’s Kit Software; (d) modify, translate,
enhance, or create derivative works based on the Software or the Developer’s Kit
Software; or (e) remove any copyright, trademark or patent notices that appear
on the Software or the Developer’s Kit Software as delivered to EMRE or
EMCC.  Both EMRE and EMCC will use commercially reasonable efforts to
prevent any Affiliate or Third Party who has gained access to the Software,
Developer’s Kit Software, or any Software Customization through its actions or
omissions from engaging in any of the activities prohibited by this Section.
EMRE and EMCC will each assume responsibility for such actions by such
Affiliates or Third Parties to the same extent as if it had engaged in such
activities itself.  Further, EMRE and EMCC will  ensure that
access to the Software, Developer’s Kit Software, or any Software Customization
is limited to employees and in-house contract personnel of (i) EMRE and EMCC,
(ii) Majority-Owned Affiliates to which rights have been extended pursuant to
Section 3.5 and (iii) Affiliates and Third Parties approved by Symyx Tech in
writing (with such approval not to be unreasonably withheld); in each case, who
are working directly with the Software, Developer’s Kit Software, or any
Software Customization.  Other than in carrying out the ExxonMobil
Internal Activities, neither EMRE nor EMCC will provide access to the Software,
Developer’s Kit Software, or any Software Customization to any Third
Party.  Nothing herein will be deemed to restrict EMRE or EMCC from
disclosing results obtained through use of the Software or any Software
Customization to any Third Party.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 13
-


3.8           Reports.  During
the term of this Agreement and thereafter for as long as Symyx has a duty to
report users to its third-party suppliers or other third parties, EMRE and EMCC
(as applicable) will report to Symyx Software the number of users of the
Software and the Developer’s Kit Software, within [ * ] at the request of Symyx
Software, but not more frequently than on a quarterly basis.  Symyx
Software will notify EMRE and EMCC (as applicable) when its duty to third-party
suppliers no longer exists.




3.9          Source
Code.  Pursuant to the ATTLA, Symyx Technologies has previously
enrolled EMCC as a beneficiary to its master source code escrow agreement with
[ * ], and subsequently
transferred (with the consent of EMCC)[ * ].  Symyx Software
will ensure that the latest versions of the Software and the Developer’s Kit
Software released to EMRE or EMCC hereunder have been provided to the escrow
agent pursuant to that agreement for so long as (a) EMCC and EMRE are entitled
to receive Support and Maintenance services hereunder, and (b) for so long as
EMCC and/or EMRE pays the expenses associated with the source code
escrow.




3.10        Support
and Maintenance.




(a)           Software—[ * ].Symyx Software
agrees to provide Support and Maintenance services for the Software and
Developer’s Kit Software for up to [ * ] in exchange for the fees set
forth in 3.11(b).




(b)           Paid-Up
Licenses.  When both EMRE and EMCC cease to receive Support and
Maintenance, EMRE and EMCC will enjoy a paid-up license to the version of the
Software and Developer’s Kit that is commercially available on the date that
Support and Maintenance ends.  This paid-up license would extend to
all Software Upgrades for annual periods in which ExxonMobil has paid for
Support and Maintenance services.  For clarity, if ExxonMobil pays for
Support and Maintenance through[ * ],
the license would be paid up with respect to the Software (including Software
Upgrades) commercially available through that date.  If ExxonMobil
were to terminate Support and Maintenance as of [ * ], the license would be paid
up only with respect to the Software (including Software Upgrades) that is
commercially available through [ * ].




(c)           Future
Support and Maintenance Services.  Provided that both EMRE and
EMCC have not earlier terminated Support and Maintenance as permitted in Section
3.12, and provided that they wish to continue Support and Maintenance, the
parties agree to begin negotiating terms for ongoing Support and Maintenance at
least[ * ]
prior to the conclusion of the[ * ]
described above.




3.11  
     Fees.




(a)           Software
Licenses.  In consideration of the software license rights
granted above, EMRE will pay to Symyx Software a total of [ * ], due on [ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 14
-


(b)           Support
and Maintenance.




(i)EMRE
and EMCC will purchase Support and Maintenance for the Software and Developer’s
Kit, for the initial year [ * ], and EMREwill pay to Symyx
Softwarea total of
[ * ].




(ii)If
EMRE and EMCC elect to purchase Support and Maintenance for the Software and
Developer’s Kit, for [ * ], then EMREwill pay to Symyx
Software a total of [ * ].




(iii)If
EMRE and EMCC elect to purchase Support and Maintenance for the Software and
Developer’s Kit, for [ * ], then EMREwill pay to Symyx
Software a total of [ * ].




(iv)If
EMRE and EMCC elect to purchase Support and Maintenance for the Software and
Developer’s Kit, for [ * ], then EMREwill pay to Symyx
Softwarea total
of[ * ].




The first
and each subsequent Support and Maintenance installment (if elected) is due and
payable annually in advance on or before[ * ] of each year.




3.12        Renewals,
Cancellations and Reinstatement.On or before [ * ] of each annual Support and
Maintenance term, the Software Committee will review the available Software
Roadmap.  If EMRE and EMCC wish to continue Support and Maintenance
for the next ensuing term specified in Section 3.11(b), EMRE and EMCC will
provide advance notice to Symyx Software and Symyx Tech no later than[ * ]of the preceding
term.  If notice is not received by [ * ], Support and Maintenance
will terminate on the [ * ] immediately
following.  If EMRE and EMCC elect to renew by[ * ], EMRE and EMCC may not
thereafter cancel Support and Maintenance for the ensuing term unless after
providing the notice described above, (a) events transpire that give ExxonMobil
the right to terminate the Agreement under Sections 11.2, 11.3 or 11.4, or (b)
Symyx notifies ExxonMobil it is unable to provide Support and Maintenance during
the period requested; in either case EMRE and EMCC may revoke the notice
previously provided to Symyx Software under this Section.  Absent such
revocation, Support and Maintenance will continue in accordance with the terms
of the notice and this Agreement.




If during
any annual Support and Maintenance term EMRE and EMCC believe, in their
commercially reasonable judgment, that Symyx Software has breached its Support
and Maintenance obligations and failed to cure following due notice from EMRE
and EMCC, they will submit their concerns to the Executive Committee for
resolution by[ * ]
of such term.  This submittal will toll the notice period for renewal
referenced in the preceding paragraph.  If the Executive Committee
cannot resolve the matter within [ * ]of EMRE’s and EMCC’s
submission, EMRE and EMCC will be deemed to have elected not to renew for the
ensuing year, and Symyx shall be required to pay EMRE [ * ] upon expiration of the then
current term.  If the Executive Committee successfully resolves the
matter within such[ * ],
then EMRE and EMCC will be deemed to have elected to renew for the ensuing
year.




Should
EMRE and EMCC elect not to renew for an ensuing year under Section 3.11(b) for
any reason, then at any time during the [ * ]EMRE and EMCC may elect to
reinstate Support and Maintenance services effective as of the beginning of the
next annual term[ * ]
by providing notice to Symyx Software and Symyx Tech and paying [ * ], consisting of[ * ], plus [ * ].  The
reinstatement of Support and Maintenance would be effective beginning on the
following [ * ].  If Support and
Maintenance is reinstated pursuant to this Section, then upon receipt of amounts
described in this Section, the paid-up license described in Section 3.10(b)
above will extend retroactively to versions of the Software and Developer’s Kit
that have been made commercially available during the lapsed period, and
thereafter as provided in Section 3.10(b) as if there were no interruption in
EMRE’s and EMCC’s receipt of Support and Maintenance.  EMRE and EMCC
may not use this provision to reinstate Support and Maintenanceafter[ * ]to a cancellation penalty
after any reinstatement.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 15
-


3.13Ancillary
Software.In
addition to the Software set forth on Exhibit
D, Symyx Software agrees to make available the software (lowercase
intentional) relating to Discovery Tools Systems deployed under the ATTLA, to
the extent named on Exhibit
L attached hereto.  EMRE, EMCC or their Majority-Owned
Affiliates as of the Effective Date or Majority Owned Affiliates established
after the Effective Date other than through acquisition, may use these programs
in conjunction with their licensed use of the Software as provided in this
Section 3.  Symyx Software agrees that it will provide bug fixes,
patches and/or workarounds to such software program(s) (but not other Software
Upgrades) if, as and when available for a period that is (a) coterminous with
the Support and Maintenance provided with respect to the Software, or (b) for
each program set forth on Exhibit
L, if earlier, if and when Symyx provides a Software Upgrade to the
Software that addresses the same functionality as the program (i.e., such that
the functionality of the program is subsequently supported by Symyx Software as
part of the Software (capitalized)).  For clarity, new functionality
will not be provided under this section with respect to the programs set forth
on Exhibit
L.  For clarity, ancillary software for future Discovery Tools
Systems will be addressed in the applicable Discovery Tools System purchase
agreement.






4.       
     Combinatorial
Chemistry License




4.1           License.  Symyx
Tech hereby grants to EMRE, EMCC and their Affiliates a [ * ], non-exclusive,[ * ], irrevocable license,
effective as of [ * ], under (a) [ * ] and (b)[ * ] to any of the parties
collectively referred to herein as ExxonMobil under the ATTLA or hereunder, to
make (but not to (i) sell or offer for sale other than to an Affiliate (ii)
distribute or lease, (iii) have made except as set forth in clause (b) of the
definition of[ * ],
or (iv) import or export, other than to Affiliates)[ * ] having an aggregate total of
[ * ] and to use such [ * ].  Subject to Symyx
Tech’s receipt of the consideration described below, the license for each such
[ * ] will be deemed to be fully
paid-up for the life of such tool, and includes[ * ]built during the term of the
ATTLA or after, subject to the dollar limitation above and other provisions set
forth in this Agreement.




4.2           Specific
Exclusions.  The license set forth in this Section 4
specifically excludes the right to copy or reverse engineer Symyx-designed
instruments or software.  It is understood that this license does not
extend to or include any [ * ] tools purchased by EMRE,
EMCC or their Affiliates from a Third Party and used in any manner, and that the
costs of such [ * ] tools will not be included
in determining the aggregate total of ExxonMobil Combinatorial Chemistry Tool
Costs even if incorporated as a component of an ExxonMobil Combinatorial
Chemistry Tool.




4.3    
     Consideration.As consideration
for the license granted above,




(a)EMRE agrees to pay
Symyx Tech [ * ] in the aggregate [ * ], and the license granted to
EMRE, EMCC and their Affiliates in Section 4.1 will be considered fully paid-up
upon receipt by Symyx of such payment and Symyx Tech’s receipt of all amounts
due to it pursuant to Sections 8.05 and 8.06 of the ATTLA;




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 16
-


(b)           EMRE
and EMCC hereby grant to Symyx a[ * ], non-exclusive, [ * ], irrevocable license under
[ * ] including Combinatorial
Chemistry Know-How developed by an ExxonMobil Affiliate to which rights pursuant
to the ATTLA or this Agreement have been extended, in connection with any
Discovery Tools System and otherwise as may be useful in Symyx’s current or
future business, exceptthat (i) [ * ]; and (ii)Symyx may not [ * ].




(c)EMRE and EMCC hereby grant to Symyx a[ * ], worldwide, non-exclusive,
[ * ], irrevocable license, under
anyExxonMobil
DTools Improvements developed by ExxonMobil [ * ], to use such DTools
Improvements in connection with any Discovery Tools System and otherwise as may
be useful in Symyx’s current or future business, exceptthat (i) Symyx may not
sublicense[ * ];
and (ii) Symyx may not[ * ].




4.4           Disclosure.EMRE and EMCC agree to disclose annually to Symyx Tech (a) any ExxonMobil
DTools Improvements made by it during [ * ], and not previously
disclosed to Symyx Tech,[ * ],
(b) the aggregate total of ExxonMobil Combinatorial Chemistry Tool Costs for
ExxonMobil Combinatorial Chemistry Tools deployed by it[ * ] or not previously disclosed
to Symyx Tech, and (c) a listing of [ * ] or not previously disclosed
to Symyx Tech.  In no event will a party's failure to provide any of
notices (a) through (c) be deemed to be a breach of a material obligation under
this Agreement.  It is understood that EMRE and EMCC will have no
obligation to disclose to Symyx any details regarding a specific use or
application of an ExxonMobil Combinatorial Chemistry Tool or a Symyx Discovery
Tools System, any ExxonMobil Confidential Information relating to processes or
materials, or details as to how ExxonMobil arrived at an ExxonMobil DTool
Improvement.




4.5           Confidentiality.  For
clarity, the license granted in Section 4.1 above, and the license granted to
Symyx under the ExxonMobil Combinatorial Chemistry Know-How set forth in Section
4.3(b) above are subject to the confidentiality obligations set forth in Section
8.




4.6           Disclaimer.THESYMYX ENTITIES MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
WITH RESPECT TO THE SYMYX COMBINATORIAL CHEMISTRY PATENT RIGHTS OR SYMYX
COMBINATORIAL CHEMISTRY KNOW HOW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY SYMYX COMBINATORIAL CHEMISTRY
PATENT RIGHTS OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES. EMRE AND EMCC MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE EXXONMOBIL COMBINATORIAL
CHEMISTRY PATENT RIGHTS OR EXXONMOBIL COMBINATORIAL CHEMISTRY KNOW HOW,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
VALIDITY OF ANY EXXONMOBIL COMBINATORIAL CHEMISTRY PATENT RIGHTS OR
NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES.






5.        
    Tools
Systems




5.1           ATTLA
Purchases.Any purchase agreement for a Discovery Tools
Systems entered into [ * ] is subject to the terms of
the ATTLA, irrespective of the delivery date of the Discovery Tools
System.  Any purchase agreement for a Discovery Tools System entered
into after [ * ] will be pursuant to the
provisions of this Section 5.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




- 17
-





5.2Procedure.After[ * ], if EMRE or EMCC (or an
Affiliate to which EMRE or EMCC has extended rights pursuant to Section 5.12)
wishes to acquire a Discovery Tools System hereunder, it will notify Symyx
Tools.  When the specifications for the Discovery Tools System are
finalized, Symyx Tools will provide EMRE, EMCC or the Affiliate (as applicable)
with a detailed estimate, consistent with Exhibit
C, of the Tools Cost for the Discovery Tools System.  If EMRE,
EMCC or the Affiliate (as applicable) elects to proceed with acquisition of the
Discovery Tools System, then EMRE, EMCC or the Affiliate (as applicable) and
Symyx Tools will enter into an agreement that specifies the description of the
Discovery Tools System, the anticipated Tools Price for the system based on the
detailed cost estimate, and other relevant terms and conditions, including
exclusivity provisions (pursuant to Section 5.4), if any.Symyx
Tools will use commercially reasonable efforts to deliver each Discovery Tools
System within [ * ] of the effective date of the
applicable agreement.




(a)           Revised
Cost Estimates; Notification of Cost Overruns.  Symyx Tools
will provide to EMRE, EMCC or the Affiliate (as applicable) periodic (at least
quarterly) revised estimates of the anticipated Tools Cost during fabrication of
a Discovery Tools System.  If Symyx Tools believes that the Tools Cost
of a Discovery Tools System is likely to exceed the original detailed cost
estimate, Symyx Tools will provide prompt written notice thereof to EMRE, EMCC
or the Affiliate (as applicable), together with an estimate of the anticipated
amount of the cost overrun and an explanation of the reasons
therefor.  Symyx Tools will cooperate and make all changes reasonably
requested by EMRE, EMCC or the Affiliate (as applicable) to mitigate the cost
overrun.  If there are change orders, or if the parties approve
changes in the design or components of the Discovery Tools System that EMRE,
EMCC or the Affiliate (as applicable) requests, the parties will negotiate
appropriate adjustments to the applicable cost estimate and pricing of the
Discovery Tools System.




(b)           Responsibility
for Cost Overruns.  EMRE, EMCC or the Affiliate (as applicable)
will pay Symyx Tools, pursuant to Section 5.3, for each Discovery Tools System,
provided that the actual Tools Cost for the system does not exceed[ * ] of the original detailed
cost estimate provided pursuant to Section 5.2 (as adjusted for changes pursuant
to Section 5.2(a) above).  If the actual Tools Cost for a system
exceeds [ * ] of the detailed cost
estimate (as adjusted), then the excess (i.e., the amount by which the actual
Tools Cost exceeds [ * ] of the original detailed
cost estimate (as adjusted)) will not be subject to the price multiplier set
forth in Section 5.3, and EMRE, EMCC or the Affiliate (as applicable) will
reimburse Symyx Tools only for [ * ] of the excess.




5.3          Tools
Price.  If EMRE, EMCC or an Affiliate places a binding order
with Symyx Tools for the purchase of a Discovery Tools System hereunder between
[ * ], then EMRE, EMCC or their
Affiliate (as applicable), will pay Symyx Tools a Tools Price for such Discovery
Tools Systems equal to [ * ].  For clarity, the
foregoing sentence acts as an amendment to Section 7.03 of the ATTLA.The Tools Price is
exclusive of federal, state, and local excise, sales, use, and similar
taxes.  EMRE, EMCC or their Affiliate (as applicable) will be liable
for and pay all applicable taxes (other than taxes imposed on or measured by net
income) appropriately invoiced by Symyx Tools, unless EMRE, EMCC or their
Affiliate (as applicable) provides Symyx Tools with a properly executed tax
exemption certificate prior to delivery of an invoice setting forth any such
taxes.  None of EMRE, EMCC or a purchasing Affiliate will be liable
for any federal, state, or local income tax, franchise tax, or similar tax based
upon Symyx Tools’ income.  In addition to the Tools Price, EMRE, EMCC
or their Affiliate (as applicable) will bear all costs for transportation,
shipping, and insurance expenses in respect of shipment to a delivery point
designated by EMRE, EMCC or their purchasing Affiliate.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 18
-


5.4           Limited
Exclusivity.




(a)For
the purposes of Tools Limited Exclusivity and Section 7.05(c)(ii) of the ATTLA,
the completion date of Research Projects will be[*]for those ResearchProjects
that continue beyond [ * ] as “Extended Projects” in
accordance with the terms of this Agreement.  Further, any Discovery
Tools System whose development was started under the ATTLA and completed under
this Agreement shall be eligible for limited exclusivity pursuant to the
ATTLAFor clarity,
the foregoing sentence acts as an amendment to Section 7.05(c)(ii) of the
ATTLA.




(b)           With
respect to Tools Limited Exclusivity as provided in Section 7.05 of the ATTLA,
EMRE or EMCC may notify Symyx Tech and Symyx Tools that it wishes to discuss
additional exclusivity provisions for certain Discovery Tools Systems, and the
terms and conditions therefor. Symyx Tech and Symyx Tools agree to discuss such
desires in good faith. This provision does not obligate any party to agree to
any such additional provisions or the terms and conditions
therefor.




5.5           Tools
License.  Subject to the terms and conditions of this
Agreement, Symyx Tools hereby grants to EMRE, EMCC or the purchasing Affiliate
(as applicable) the following licenses in connection with any specific Discovery
Tools System delivered to such entity under this Agreement, in each case for the
life of such Discovery Tools System, a non-exclusive, irrevocable, [ * ] (except as provided in
Section 5.12), [ * ] license:




(a)           under
the Symyx Combinatorial Chemistry Patent Rights, to use each Discovery Tools
System as delivered hereunder solely for the ExxonMobil Internal
Activities;




(b)           to
install and use the software delivered with each Discovery Tools System as
delivered hereunder, on the computer workstations delivered in connection
therewith (and any replacements thereof) solely in connection with the operation
of such Discovery Tools System by EMRE, EMCC or the purchasing Affiliate (as
applicable) for the ExxonMobil Internal Activities (Symyx does not provide, and
EMRE, EMCC and their Affiliates are responsible to secure or use, their own
Oracle database and operating system and appropriate licenses
thereto);




(c)           to
use the Symyx Combinatorial Chemistry Know How in connection solely with the
operation of each Discovery Tools System as delivered hereunder, solely for the
ExxonMobil Internal Activities or as otherwise expressly provided herein;
and




(d)           subject
to Section 5.6 below, to modify Symyx-built and delivered Discovery Tools
Systems (including modifying the software provided with a Discovery Tools System
pursuant to the licenses granted in Section 3.2(b) and (c)), whether the
Discovery Tools System is acquired pursuant to the ATTLA or
hereunder.




The
licenses granted above are transferable to any ExxonMobil Affiliate to which the
Discovery Tools System has been transferred, but only for use in the research,
development, and commercialization activities of such Affiliate (consistent with
the definition of ExxonMobil Internal Activities if such Affiliate is
substituted for EMRE or EMCC in that definition).  These licenses will
be deemed paid up for each Discovery Tools System upon Symyx Tools’ receipt of
the Tools Price.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 19
-


5.6           Limitations
on Modification.  The modification license granted in Section
5.5(d) does not include the right to modify a Discovery Tools System to[ * ].  For
clarity,[ * ].




5.7           Legend.  All
copies of the Discovery Tools System delivered hereunder and any accompanying
software and related documentation may include Symyx’s copyright, trademarks,
patent numbers, and other proprietary notices in the manner in which such
notices were placed by Symyx Tools.  Further, Symyx Tools may label
any such system with a permanent non-erasable identification label including
Symyx’s name, a model number, a sequential serial number, date of manufacture,
location manufactured, and specification version to which the system was
manufactured.  EMRE, EMCC and their Affiliates to which rights have
been extended pursuant to Section 5.12 will not knowingly remove, obscure, or
alter copyright notices, trademarks, patent numbers or other proprietary rights
notices affixed to or contained within any such system or software.




5.8           Limited
Discovery Tools System Warranty.  Symyx Tools warrants to EMRE
that each Discovery Tools System sold and licensed by Symyx Tools to EMRE and
deployed at EMRE will conform in all material respects with the specifications
for such System and will meet the acceptance criteria for such Discovery Tools
System during the Warranty Period.  Symyx Tools warrants to EMCC that
each Discovery Tools System sold and licensed by Symyx Tools to EMCC and
deployed at EMCC or other Affiliate, and elected by EMCC to receive warranty
support pursuant to Section 5.8(c) below, will conform in all material respects
with the specifications for such Discovery Tools System and will meet the
acceptance criteria for such Discovery Tools Systemduring the Warranty
Period.  The Warranty Period for particular Discovery Tools Systems is
as set forth below.  Symyx does not warrant that any Discovery Tools
System will meet the requirements of EMRE, EMCC or their Affiliates, or that the
operation of any Discovery Tools System will be uninterrupted or error free or
that any Discovery Tools System will be compatible with other hardware or
software that EMRE, EMCC or their Affiliate may elect to operate with any
Discovery Tools System.  If any Discovery Tools System does not meet
the warranty specified above during the Warranty Period, Symyx Tools will, at
its option, repair or replace at no cost any defective or nonconforming
Discovery Tools System (or component thereof).  Symyx Tools will
accomplish such repair or replacement as quickly as is commercially
practicable.  The foregoing warranties and remedies will be void as to
any Discovery Tools System, components, or associated software damaged or
rendered unserviceable by: (a) the acts or omissions of personnel other than
Symyx employees and Symyx contractors; (b) misuse, abuse, neglect, theft,
vandalism, fire, water, or other peril; (c) modification of, alteration of, or
additions to any Discovery Tools System or associated software performed by
non-Symyx personnel; or (d) non-conformities arising from use of any Discovery
Tools System with any other hardware, software, firmware, devices, or other
products, including ExxonMobil DTool Improvements.




(a)           Tools
Systems Acquired Under This Agreement.The initial Warranty
Period for each Discovery Tools System acquired by EMRE, EMCC or an Affiliate
under this Agreement will be as set forth in the agreement applicable to that
Discovery Tool System, but will in no event be for [ * ].  The price for
the initial warranty will be calculated in accordance with the formula in
Section 5.8(d) below.




(b)           ATTLA
Tools Systems Deployed at EMRE.  The warranty set forth above
will apply to Discovery Tools Systems deployed at EMRE on or after the Effective
Date and acquired under the ATTLA or hereunder. The Warranty Period will begin
for each such EMRE Discovery Tool System [ * ], and will end on [ * ].  If the warranty
acquired pursuant to the purchase agreement for an EMRE Discovery Tools System
has already expired as of the Effective Date, then its Warranty Period will
begin on the Effective Date and continue through[ * ].  If the warranty
acquired pursuant to the purchase agreement for an EMRE Discovery Tool System
expires after [ * ], such EMRE Discovery Tool
System will not fall under the warranty set forth above.  In exchange
for this extended warranty, EMRE agrees to pay to Symyx Tools a per annum price
for the extended warranty for each such tool as provided in Section 5.8(d)
below, [ * ] and prorated for the time
each EMRE Discovery Tool System will be covered under that extended
warranty.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 20
-


(c)           ATTLA
Tools Systems deployed at EMCC and Affiliates Other Than EMRE.EMCC may elect to have the
limited tools warranty set forth above apply (as of the Effective Date hereof)
to Discovery Tools System already deployed at EMCC or another Affiliate as of
the Effective Date hereof (i.e., those acquired under the ATTLA), by providing
notice to Symyx Tools at least[ * ]
before the expiration of the existing warranty period for such Discovery Tool
System under the ATTLA and the relevant Discovery Tools Agreement. EMCC may also
select an extended warranty period, subject to a minimum commitment (for each
separate Discovery Tool System) of [ * ].  If the existing
ATTLA warranty for a particular Discovery Tool System is extended beyond [ * ], EMCC must commit to an
extended warranty period through [ * ]. If the first extended
warranty period under this provision ends before [ * ], EMCC will have the right to
request a second extended warranty periodfor a particular
Discovery Tool System, again with the minimum commitment described above;
provided, that Symyx has the right not to agree to the second period for any
reason.  EMCC agrees to pay to Symyx Tools a per annum price (for each
Discovery Tools System covered under this provision) for any extended warranty
hereunder as provided below. [ * ]:




Annual
Warranty Payments for ATTLA Tools Systems


Deployed at EMCC and other
Affiliates
(US$)           [ * ]




(i)Special Notice
Period.  If EMCC wishes to have the warranty in Section 5.8
above apply to Discovery Tools Systems deployed at EMCC or another Affiliate
other than EMRE as of the Effective Date hereof, and the ATTLA warranty period
for such Discovery Tools System(s) (a) has already expired, or (b) expires
between [ * ], EMCC must provide notice to
Symyx Tools of its election to extend the warranty within [ * ].




(d)           Basic
Warranty Price. The per annum warranty cost for each Discovery Tools
System will be equal to[ * ].




(e)           Except
as provided in clause (c)(i) of this Section, whereby EMCC may reinstate lapsed
warranty on certain Discovery Tools Systems, Symyx will have no obligation to
provide warranty coverage or support on any Discovery Tools System deployed at
EMCC or an Affiliate other than EMRE for which warranty coverage has lapsed,
whether before or after the Effective Date. The parties’ obligations to provide
and receive warranty coverage (respectively) will terminate on[ * ].




5.9           Disclaimer.  EXCEPT
FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.8, OR AS MAY BE PROVIDED FOR A
PARTICULAR DISCOVERY TOOL SYSTEM IN THE APPLICABLE TOOLS PURCHASE AGREEMENT,
SYMYX MAKES AND NEITHER EMRE NOR EMCC RECEIVES ANY  WARRAN­TIES OR
CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN ANY PROVISION OF THIS
AGREEMENT OR OTHER COMMUNICATION WITH EMRE OR EMCC WITH RESPECT TO ANY DISCOVERY
TOOLS SYSTEM DELIVERED UNDER THIS AGREEMENT, AND SYMYX SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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-


5.10        Source
Code.  During the Term, Symyx will ensure that the latest
versions of the software delivered in connection with a Discovery Tools System
delivered hereunder are included in the materials provided to the escrow agent
pursuant to Section 3.9, pursuant to the escrow agreement referenced
therein.




5.11        Restrictions.




(a)           Restrictions
on ExxonMobil.  Except as expressly set forth above, none of
EMRE, EMCC or their Affiliates will: (a) reproduce, distribute, copy, sell,
lease, license or sublicense any Discovery Tools System delivered hereunder or
components thereof or accompanying software (other than for back-up purposes),
or any documentation directly related thereto (other than as reasonably required
in connection with the use or operation of the Discovery Tools System); (b) use
the Discovery Tools System delivered hereunder, components thereof or
accompanying software other than as licensed above; (c) use the software
delivered with any Discovery Tools System delivered hereunder in connection with
any system or equipment other than the Discovery Tools System; (d) attempt to
reverse engineer, disassemble, decompile, or otherwise attempt to derive source
code from such software; (e) modify, translate, enhance, or create derivative
works based on the Software or the Developer’s Kit Software; or (f) use such
software in any time-sharing or other multi-user network or service
bureau.  EMRE and EMCC (as the case may be) will use commercially
reasonable efforts to prevent any Affiliate or Third Party who has gained access
to the Software, Developer’s Kit Software, or any Software Customization through
its actions or omissions from engaging in any of the activities prohibited by
this Section.  The party through which access was acquired (EMRE or
EMCC, as applicable), will assume responsibility for such actions by such
Affiliates or Third Parties to the same extent as if it had engaged in such
activities itself.  Further, EMRE and EMCC will ensure that access to
the software accompanying any Discovery Tools System hereunder is limited to
employees and in-house contract personnel of (i) EMRE, (ii) EMCC, (iii)
Majority-Owned Affiliates to which rights have been extended pursuant to this
Section 5 and (iv) Affiliates and Third Parties approved by Symyx Tech in
writing (with such approval not to be unreasonably withheld); in each case, who
are working directly with such Discovery Tools System and solely on the computer
workstations provided therewith (or replacements thereof).  Neither
EMRE nor EMCC will provide access to any Discovery Tools System to any Third
Party, except in connection with the use of such Discovery Tools System by EMRE
or EMCC pursuant to the terms of this Agreement.




(b)           Restrictions
on Symyx. [ * ]




At any
time, Symyx may provide ExxonMobil credible evidence showing that the ExxonMobil
Strategic Confidential Information at issue falls within one or more of the
exceptions in Section 8.4.  If Symyx disagrees with ExxonMobil’s
position, Symyx may submit the issue to the Advisory Committee for
resolution.




For
clarity, the foregoing acts as an amendment of Section 7.13.2 of the
ATTLA.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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5.12        Right
to Extend Licenses to Affiliates.  Subject to the terms and
conditions of this Agreement, EMRE or  EMCC may extend the licenses
and rights granted in this Section 5.12 to any of their Affiliates (but such
Affiliates will have no right to grant any further extensions) for use in the
research, development, and commercialization activities of such Affiliates
(consistent with the definition of ExxonMobil Internal Activities if such
Affiliate is substituted for EMRE or EMCC in that definition), provided that
EMRE and EMCC are not then in default with respect to any of their obligations
to Symyx under this Section 5.  Any such extension must be in writing,
accepted in writing by such Affiliate, and provided to Symyx upon
request.  Obligations and restrictions imposed on EMRE and EMCC in
this Agreement will apply equally to such Affiliates, and the operations of such
Affiliate will be deemed to be the operations of the party extending such
rights.  EMRE or EMCC (as appropriate) will remain primarily
responsible for the performance of Affiliates to which it extends rights
hereunder.  A license extended under this Section will automatically
terminate for a given entity when that entity ceases to be an Affiliate (if it
has not terminated sooner). Notwithstanding the above, EMRE, EMCC, or their
Affiliates may take Third Parties on tours of ExxonMobil facilities that contain
Discovery Tools Systems provided that (i) such Third Parties are not instrument
manufacturers, software vendors or Third Party providers of Combinatorial
Chemistry services (in which event prior Symyx written approval would be
required); (ii) photographs, video or other recordings of Discovery Tools
Systems are not permitted; and (iii) no written information is provided with
respect to such Discovery Tools Systems.




5.13        Indemnification.




(a)           Subject
to the provisions of Section 10.4,if any legal
proceedings are brought by a Third Party[ * ], against EMRE, EMCC or their
Affiliates claiming that any Discovery Tools System delivered to that party
pursuant to this Section 5 infringes a Third Party’s trade secret directed to
[ * ] or a claim of a Third
Party’s patent directed to [ * ] and [ * ], Symyx will defend the same
at its expense and pay any costs, damages, and attorney fees finally awarded or
negotiated as a result of settlement or judgment against EMRE, EMCC or the
ExxonMobil Affiliate. Symyx may not settle or compromise any such litigation in
a manner that would impose cumulative damages upon EMRE, EMCC or the Affiliate
beyond the limitation set forth in this Section without the consent of the
affected party. EMRE, EMCC and their Affiliates may not settle or compromise any
such litigation in a manner that would adversely affect Symyx’s intellectual
property rights with respect to such Discovery Tools System.  Symyx
will have no liability for any claim hereunder based on the incorporation into
any Discovery Tools System of any ExxonMobil DTool Improvement, modification by
EMRE, EMCC or their Affiliate(s), or any other hardware or software if such
claim would have been avoided had such ExxonMobil DTool Improvement, such
modification, or other hardware or software not been incorporated into or used
with such Discovery Tools System.




(b)           If
any such legal proceeding is brought, or in Symyx’s opinion is reasonably likely
to occur,Symyx may, at
its option, (1) replace or modify the Discovery Tools System or parts thereof to
render it non-infringing, or (2) procure for ExxonMobil or such Affiliate the
right to continue using such Discovery Tools System, [ * ]. This clause (b) does not
limit Symyx’s obligations under clause (a).




(c)           The foregoing provisions of
this Section state the entire liability and obligations of Symyx with respect to
any alleged or actual infringement of Third-Party intellectual property rights
by any Discovery Tools System delivered hereunder or any part
thereof.  Symyx’s total liability under any cause of action arising
under this Section 5 is limited to[ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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-


5.14        Cooperation.
Symyx will provide reasonable assistance to EMRE or EMCC if they want to conduct
a freedom to operate study or studies with respect to a Discovery Tools System
or a potential Discovery Tools System developed (in whole or in part) under this
Agreement or contemplated to be delivered to EMRE or EMCC or a Majority-Owned
Affiliate pursuant to this Section 5.






6.        
    Financial
Terms




6.1EMRE
and/or EMCC (as indicated herein) agrees to pay:




(a)           In
consideration of planned FTE time to be spent by Symyx personnel to conduct the
Extended Projects, EMRE or EMCC (as applicable) will pay Symyx Tech[ * ];




(b)           In
consideration of planned FTE time to be spent by the Software deployment FTE,
EMRE will pay Symyx Software [ * ];




(c)           EMREwill pay to Symyx
Software the amounts set forth in Section 3.11, in exchange for the Software
Licenses granted under Sections 3.2 and 3.5, and the Support and Maintenance
Services to be provided in accordance with Section 3.10(a).  Amounts
under Section 3.11(a) are payable on or before [ * ].  Amounts under
Section 3.11(b) are payable [ * ];




(d)           EMREwill pay to Symyx Tech
the amounts set forth in 4.3(a), in consideration of the license granted in
Section 4.1;




(e)           EMRE
or EMCC (as applicable) will pay to Symyx Tech the [ * ], in consideration of planned
FTE time to be spent by Symyx personnel to conduct any New Projects or Directed
Research Services to which the parties may agree;




(f)In consideration of extending
the warranty on deployed Discovery Tools Systems at EMCC or an Affiliate other
than EMRE, if and to the extent elected by EMCC under section 5.8(c)(i), EMCC
will pay to Symyx Tools the amounts set forth in Section 5.8(d) in accordance
with Section 6.3, to be invoiced on or after the Effective Date;





(g)In
consideration of extending the warranty on deployed Discovery Tools Systems at
EMRE, EMRE will pay to Symyx Tools the amounts set forth in Section 5.8(d) in
accordance with Section 6.3, to be invoiced on or after the Effective
Date;





(h)In
consideration of extending the warranty on each subsequent Discovery Tools
System at EMRE that falls out of warranty, EMRE will pay to Symyx Tools the
amounts set forth in Section 5.8(d) in accordance with Section 6.3, but in any
event at least [ * ];





(i)    
       EMRE or EMCC (as applicable) will pay
Symyx Tools for any further warranty extension(s) as may subsequently be agreed
by the parties;





(j)            EMRE
or EMCC (as applicable) will pay the relevant Symyx entity for other services as
may be agreed by the parties.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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-


6.2           Invoices.  The
applicable Symyx entity will submit invoices to the applicable ExxonMobil entity
for the amounts due under this Agreement, to the following address (or such
other addresses as such entity may designate in writing):






ExxonMobil
Research and Engineering
Company           ExxonMobil
Chemical Company


[ * ]




6.3           Payments.




(a)           EMRE
and EMCC agree to pay all undisputed amounts for which it is responsible within
thirty (30) days following receipt of an acceptable invoice therefor, or on the
due date for such payment if the due date is later than [ * ] after receipt of the
invoice. Amounts paid under this Agreement are non-refundable and
non-creditable.




(b)           EMRE
and EMCC will make payments in U.S. dollars by bank wire transfer in immediately
available funds according to the following instructions, unless otherwise
instructed by Symyx Tech in writing:






Payments to Symyx
Tech:


[ * ]




Payments to Symyx
Tools:


[ * ]




Payments to Symyx
Software:


[ * ]




(c)Payments
not paid on the date due will bear interest as follows:[ * ]; but in no event will the
rate of interest exceed the maximum rate permitted by law in the event such rate
is lower than the rate in (ii) or (iii).




(d)Symyx
Tech may assign the right to receive payments to Symyx Software or Symyx Tools,
and each of Symyx Software or Symyx Tools may assign the right to receive
payments to the other, or to Symyx Tech.  If a Symyx entity so
notifies ExxonMobil in writing of this assignment, ExxonMobil will thereafter
direct payments to the assignee.




Nothing
in this Section will prejudice any other rights or remedies available to any of
EMRE, EMCC or Symyx under this Agreement, at law, or in equity.




6.4           Records.
Each party hereto will keep complete, true and accurate books of account and
records for the purpose of determining the performance of such party’s
obligations under this Agreement.  Such books and records will be kept
for at least [ * ] following termination of
this Agreement.  Such records will be open for inspection during this
period by the internal audit staff of the inspecting party or by a public
accounting firm to whom the inspected party has no reasonable objection, solely
to confirm performance of such party’s obligations under this
Agreement.  If necessary, the inspecting party may reproduce records
during the course of an audit.  If records are reproduced, they will
be returned or destroyed at the conclusion of the audit or following resolution
of any disputed items.  Inspections may be made no more than [ * ], at reasonable times and on
reasonable notice. The inspecting party will bear the costs of the inspection.
The inspected party will promptly pay undisputed unpaid amounts that are
discovered, together with interest thereon from the date such payments were due,
at the lesser of (a)[ * ]; or (b) the maximum rate
permitted by law.  The inspected party may require the inspecting
auditors to sign a reasonable confidentiality agreement as a condition precedent
to the inspection and the inspecting auditors may report to the inspecting party
only information that is necessary to confirm performance of the inspected
party’s obligations under this Agreement.  Information learned in the
course of any inspection will be considered Confidential Information of the
inspected party.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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6.5           Tax
Matters.  EMRE and/or EMCC as specified herein will make
payments to the Symyx entities with deduction for withholding imposed on
cross-border transactions by the payor’s tax jurisdiction (“Withholding
Taxes”).  EMRE or EMCC (as applicable) will provide the applicable
Symyx entity a certificate evidencing payment of any Withholding Taxes
hereunder.  The parties will exercise diligent efforts to ensure that
any Withholding Taxes imposed are deemed necessary and are reduced as far as
possible under provisions of any applicable treaties.




6.6           Financial
Responsibility.  If  any of the entities herein
collectively referred to as Symyx  has a “Quick Ratio” of less than
[ * ], EMRE and/or EMCC (as the
case may be) may, upon written notice to Symyx, replace any advance quarterly
payments due hereunder with monthly payments made in advance for each
month.  Such action by EMRE and/or EMCC (as the case may be) shall not
constitute a breach of any payment obligations to Symyx under the terms of this
Agreement.  “Quick Ratio” as used in this Section 6.6 shall mean [cash
+ cash equivalents + marketable or available-for-sale securities (including all
non-current securities, if any) + accounts receivable] divided by current
liabilities.






7.Management




7.1           Research
Committee.




(a)Symyx Tech and EMRE or
EMCC (each for Projects it participates in), will maintain the research
committee for any Extended Project or establish a new research committee for any
New Project or Directed Research (“Research
Committee”) to: (i) recommend metrics for the Project used to assess
progress against the Annual Project Goals; (ii) determine the format and
frequency for reporting research results for the Project; (iii) monitor and
report technical progress to the Advisory Committee; (iv) modify the Research
Plan as needed within the scope of the Project; (v) recommend necessary
modifications to the criteria used to define Lead Materials; (vi) recommend
changes in the Project to the Advisory Committee; (vii) resolve issues assigned
to the Research Committee in this Agreement; and (viii) ensure open
communications among the parties.  As directed by the Research
Committee from time to time for any given Project, the applicable Symyx entity
will provide to the applicable ExxonMobil entity results from the
characterization of Materials that have been characterized in the Project, such
additional information with respect to such Materials as is reasonably available
or obtainable, and at the applicable ExxonMobil entity’s request and expense,
reasonable quantities of a reasonable number of characterized Materials for
further characterization by or on behalf of EMRE or EMCC (as
applicable).




(b)           Membership;
Decisions.  The Research Committee for each Project will
initially consist of [ * ]. Symyx Tech and the relevant
party (EMRE or EMCC) will designate [ * ]. If both EMRE and EMCC are
participating in a given Project, then they shall each be entitled to designate
[ * ] from
ExxonMobil.  The parties on the Research Committee may increase this
number, but the Research Committee must always consist of an equal number of
members designated by Symyx entities and ExxonMobil entities.  A party
may replace its respective Research Committee members upon written notice to the
others. Research Committee decisions must be unanimous.  If the
Research Committee cannot reach unanimity on a matter, any party may refer it to
the Advisory Committee.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(c)           Meetings.  The
Research Committees will meet at regular intervals (at least quarterly) at
locations and times to be agreed by the parties represented.  The
Research Committee may permit other representatives of Symyx or ExxonMobil to
attend Research Committee meetings as observers.  Research Committee
members may participate in any meeting in person, by telephone, or by
videoconference.  Symyx personnel will prepare a written technical
report of each Research Committee meeting, summarizing the assessments and
conclusions of the Research Committee regarding the progress of the Project,
detail any changes to the Research Plan deemed necessary by the Research
Committee and, where applicable, include recommendations to the Advisory
Committee in accordance with Section 7.1(a).  Research Committee
members may comment on, and correct any inaccuracies in, the report. When the
Research Committee is unanimously satisfied with the report, a copy will be
provided to each member of the Advisory Committee.




7.2           Software
Committee.




(a)           Upon
execution of this Agreement, Symyx Software and ExxonMobil will establish a
software committee ("Software
Committee") to develop annual goals for use of, and address day-to-day
operational issues related to, the Software and any other software (lower case
intentional) provided by Symyx.  This committee will continue for so
long as EMRE and EMCC receive Support and Maintenance under this
Agreement.  The parties will mutually agree on the roles and
responsibilities of the Software Committee, to be endorsed by the Advisory
Committee at the first meeting of the Advisory Committee held in
2008.




(b)           Membership;
Decisions.  The Software Committee will initially consist
of[ * ]. Symyx will designate [ * ]and each of EMRE and EMCC
will designate [ * ]. The parties may increase
this number, but the Software Committee must always consist of an equal number
of members designated by Symyx and ExxonMobil.  A party may replace
its respective Software Committee member(s) upon written notice to the others.
Software Committee decisions must be unanimous.  If the Software
Committee cannot reach unanimity on a matter, any party may refer it to the
Advisory Committee.




(c)           Meetings.  The
Software Committee will meet at regular intervals at locations and times to be
agreed by the parties.  The Software Committee may permit other
representatives of Symyx or ExxonMobil to attend meetings as
observers.  Software Committee members may participate in any meeting
in person, by telephone, or by videoconference.  Symyx personnel will
prepare a written technical report of each Software Committee meeting,
summarizing the assessments and conclusions of the Software
Committee.  Software Committee members may comment on, and correct any
inaccuracies in, the report.  When the Software Committee is
unanimously satisfied with the report, a copy will be provided to each member of
the Advisory Committee or, if the Advisory Committee has been dissolved, then to
each of the parties.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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7.3          Advisory
Committee.




(a)           Symyx
and ExxonMobil will establish an advisory committee (“Advisory
Committee”) consisting of[ * ].  Symyx will
designate [ * ], and EMRE and EMCC will each
designate [ * ].  The Advisory
Committee members are empowered to (i) approve or establish metrics used to
assess progress against the Annual Project Goals, (ii) oversee the direction of
the overall relationship between ExxonMobil and Symyx and the progress toward
achieving the Annual Project Goals, (iii) resolve any issues referred to it by
the Research Committees, (iv) resolve issues with respect to personnel; (v)
agree upon initiation and termination of Projects, agree upon allocation of
resources for Projects and approve the technical scope of Projects, (vi) decide
upon changes in criteria used to define Lead Materials, and (vii) decide upon
any other changes in Projects recommended by the Research
Committees.




(b)           A
party may replace its respective Advisory Committee members upon written notice
to the others.  The parties will endeavor to ensure that Advisory
Committee members are not exposed to information they would be obligated to hold
in confidence hereunder, except as necessary to enable the Advisory Committee to
perform its obligations under this Agreement or as agreed in writing by the
parties. Advisory Committee decisions must be unanimous.  If the
Advisory Committee cannot reach unanimity on a matter, representatives of Symyx,
EMRE or EMCC on the Advisory Committee may refer the matter to the Executive
Committee.




(c)           The
Advisory Committee will meet at least annually at mutually agreed locations and
times, and members of the Advisory Committee may participate in any such meeting
in person, by telephone, or by videoconference. The Advisory Committee may
permit other representatives of Symyx or ExxonMobil to attend Advisory Committee
meetings as observers.  The Advisory Committee will prepare a written
report of each Advisory Committee meeting, summarizing the decisions reached by
the Advisory Committee on any issues referred to it by the Research Committees
and providing directions, as necessary, to the Research
Committees.  Advisory Committee members may comment on, and correct
any inaccuracies such report. When the Advisory Committee is unanimously
satisfied with the report, a final report will be issued.




7.4           Executive
Committee.




(a)           The
parties will establish an Executive Committee, consisting of[ * ] of Symyx and [ * ] of each of EMRE and EMCC
(“Executive
Committee”).  The Executive Committee representatives are
empowered to (a) resolve issues referred by the Advisory Committee and (b)
manage the overall relationship between ExxonMobil and Symyx.




(b)           A
party may replace its Executive Committee members upon written notice to the
others. Executive Committee decisions must be unanimous.  If the
Executive Committee cannot reach unanimity with respect to a matter before it,
Section 12.17 will apply.





(c)           The
Executive Committee will meet as necessary at mutually agreed locations and
times. Executive Committee members may participate in any such meeting in
person, by telephone, or by videoconference.  The Executive Committee
may allow other representatives of Symyx or ExxonMobil to attend Executive
Committee meetings as observers.  The Executive Committee will prepare
a written report of each Executive Committee meeting, detailing the decisions
reached by the Executive Committee on any issues referred to it by the Advisory
Committee and providing directions, as necessary, to the Advisory
Committee.  Executive Committee members may comment on, and correct
any inaccuracies in, such reports. When the Executive Committee is unanimously
satisfied with the report, a copy will be provided to the Advisory
Committee.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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8.       
     Confidentiality




8.1           General.  The
parties acknowledge that it may be necessary to exchange Confidential
Information as part of the research and development activities carried out under
this Agreement.  Symyx and ExxonMobil will each limit disclosure of
Confidential Information to that reasonably necessary for performance of this
Agreement and will , as between them, solely determine the scope and content of
Confidential Information to be disclosed hereunder. Symyx and ExxonMobil will
not intentionally disclose to each other business information unrelated to the
research and development activities carried out under this
Agreement.




8.2           Non-Disclosure
and Use.




(a)           “Recipient”
means (i) any of the Symyx entities when they receive Confidential Information
from either EMRE or EMCC and (ii) one of the ExxonMobil entities when they
receive Confidential Information from one of the Symyx
entities.  “Discloser”
means (i) any of the Symyx entities when they provide Confidential Information
to any of the ExxonMobil entities and (ii) any of the ExxonMobil entities when
they provide Confidential Information to any of the Symyx
entities).  For a period of [ * ], the Recipient of another
party’s Confidential Information will:




(i)maintain the Discloser’s Confidential Information
in confidence, and will use the Confidential Information solely in furtherance
of performing its obligations hereunder;




(ii)limit
access to Discloser’s Confidential Information to those of its employees,
contractors, Affiliates, and Licensees having reasonable need to know such
information in connection with this Agreement and who have agreed in writing to
confidentiality obligations and use restrictions at least as restrictive as
those undertaken by Recipient under this Agreement; and




(iii)not
provide access to the Confidential Information to any other persons without the
prior written consent of the Discloser.  Any person to whom Recipient
discloses Confidential Information will be subject to the same disclosure and
non-use obligations as Recipient. Recipient will specifically notify any person
to whom such Confidential Information is disclosed by the Recipient of the
confidentiality obligations and use restrictions regarding such Confidential
Information.  Recipient will be responsible and accepts liability for
the non-fulfilment of these obligations by any person given access to the
Discloser’s Confidential Information by the Recipient.




(b)           Notwithstanding
clause (a) above, a Recipient may disclose the Discloser’s Confidential
Information, and extend the right to use the Discloser’s Confidential
Information, to Recipient’s Affiliates that are obligated to comply with the
confidential obligations and usage restrictions imposed on the Recipient with
respect to the Discloser’s Confidential Information.




8.3Symyx
will not, without the prior written consent of either EMRE or EMCC(as applicable),
perform, have performed, or allow to be performed any chemical or other physical
analysis on any ExxonMobil Proprietary Materials to determine the chemical
composition or identity of such material.  Symyx will safeguard any
ExxonMobil Proprietary Material provided by ExxonMobil or its Affiliates for use
in a Project or otherwise under this Agreement, and will use reasonable efforts,
but not less than efforts it uses with respect to its own materials, to prevent
its employees, except those employees involved in the Project from acquiring,
samples of such material.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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8.4The
obligations under this Agreement with respect to Confidential Information will
not apply to information or material that:




(a)is
or subsequently falls within the public domain, without breach of this
Agreement;




(b)           was
already in the Recipient’s possession or known by the Recipient on a
non-confidential basis prior to receipt from the Discloser, as evidenced by its
written records or other competent evidence;




(c)           was
made known or available to the Recipient by a Third Party as a matter of right
and without any obligation of confidentiality or restriction on
use;




(d)           was
publicly disclosed with the prior written approval of Discloser; or




(e)is
independently developed for the Recipient by its employees or contractors
without recourse to the Discloser’s Confidential Information, as evidenced by
its written records or other competent evidence.




Disclosures
will not be deemed to be within the foregoing exceptions merely because they are
embraced by more general disclosures that are in the public domain or are in
Recipient’s prior possession.  Any combination of features will not be
deemed to be within the foregoing exceptions merely because the individual
features are in the public domain or are in the Recipient’s prior possession,
unless the combination itself and its principles of operation are in the public
domain or in the Recipient’s prior possession.




8.5           Inadvertent
Access.




(a)           Each
party recognizes that its Co-Located Employees may each become exposed to
certain information considered confidential hereunder by another party (whether
by overhearing, visual observance or otherwise), the disclosure of which occurs
because such Co-Located Employees are present at another party’s (or its
Affiliates’) facilities. Each party also recognizes that its employees may gain
access to information that another party considers confidential, from the
Co-Located Employee of another party (whether by overhearing, visual observance
or otherwise) on its own premises.  Such information may be related or
unrelated to the activities under this Agreement.




(b)           The
parties recognize that in these circumstances, it is impractical to require
strict adherence to the requirement that all information a party considers
confidential to be identified as such in order to enjoy the protections of this
Section 8. Therefore, notwithstanding the definition of Confidential
Information, tangible information obtained from a party hereto under the
circumstances described in this Section 8.5 need not be marked as confidential,
and information that is learned orally or by observation, need not be identified
as confidential at the time of disclosure and confirmed in writing as
confidential to be deemed Confidential Information hereunder, and subject to the
restrictions and limitation in this Section 8.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(c)Each
party agrees to advise its employees of this provision.  Without
limiting the restrictions set forth in Section 8.2(a) or otherwise, each party
will advise its Co-Located Employees that information learned by a Co-Located
Employee that is unrelated to the activities under this Agreement may not be
shared with any other person for any reason.




(d)The
rights of EMRE and EMCC to use and disclose Ancillary Combinatorial Chemistry
Information acquired by its Co-Located Employees will be the same as their
rights to use and disclose the Symyx Combinatorial Chemistry Know-How to the
extent the Ancillary Combinatorial Chemistry Information relates to the
Project(s). “Ancillary
Combinatorial Chemistry Information” means [ * ].




8.6           Permitted
Use and Disclosures.  Notwithstanding Section 8.2, the
Recipient may:




(a)           use
or disclose the Discloser’s Confidential Information in conducting activities
hereunder;




(b)           use
or disclose the Discloser’s Confidential Information as otherwise permitted in
this Agreement;




(c)use
or disclose Discloser’s Confidential Information to the extent reasonably
necessary in prosecuting or defending litigation, or in complying with
applicable laws, governmental regulations or court orders or submitting
information to securities, tax or other governmental authorities, but only if
the Recipient provides reasonable advance notice to the Discloser and uses
reasonable efforts to assist the Discloser in seeking confidential treatment or
other protective measures to preserve the confidentiality of the information;
and




(d)disclose
Discloser’s Confidential Information in connection with the filing and
prosecution of Project Patents, Combinatorial Chemistry patents, or other
patents, in each case with the Discloser’s consent (which will not be
unreasonably withheld).




8.7           Authorized
Disclosures.




(a)           Except
as provided in this Agreement, the parties will not disclose the terms of this
Agreement to any Third Party without the prior written consent of the other,
except to such party’s attorneys, advisors, investors, and other fiduciaries on
a need to know basis under circumstances that ensure the confidentiality
thereof.  Pursuant to Section 8.2(a), the parties will each require
Third Parties  to whom they disclose the terms of this Agreement to
agree to comply with this Section 8.7(a).




(b)           Except
as expressly permitted in the Agreement, [ * ], theSymyx and
ExxonMobilentities
will not disclose Project Technology to any Third Party without the other’s
prior consent, except that either may disclose Project Technology to a Third
Party in connection with the exercise of rights granted hereunder under
circumstances that ensure the confidentiality thereof. Pursuant to Section
8.2(a), eachSymyx
and ExxonMobilentity will require each
party to which Project Technology is disclosed to agree to comply with this
Section 8.7(b). As between Symyx and ExxonMobil, Symyx will determine in its
sole discretion the terms and conditions under which[ * ] may be disclosed to a Third
Party.  Neither EMRE nor EMCC may disclose Combinatorial Chemistry
Technology to a Third Party or publish Combinatorial Chemistry Technology
without Symyx Tech’s prior consent (in its sole discretion), under the terms and
conditions specified by Symyx Tech.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(c)Except
as necessary in the filing and prosecution of Project Patents, for a period of
[ * ], Symyx may not publish
Project Technology without the consent of EMRE or EMCC, which may not be
unreasonably withheld and none of EMRE, EMCC or their Affiliates may publish
Project Technology without Symyx’s consent, which may not be unreasonably
withheld.  No Symyx entity will disclose to any Third Party any
application or use of Project Technology by EMRE, EMCC and their Affiliates in
the [ * ].  EMRE and EMCC
may each disclose Project Technology to their Affiliates and to Third Parties
within the [ * ] under suitable
confidentiality provisions in accordance with this Section in exercise of its
rights hereunder.  The parties may disclose (i) the non-financial
terms of this Agreement or (ii) any Project Technology, to their respective
licensees on a need to know basis under suitable confidentiality provisions in
accordance with this Section 8.7, but only to the extent necessary to exercise
rights granted under this Agreement, and except that Symyx Combinatorial
Chemistry Know-How may not be disclosed to Licensees of EMRE or
EMCC.




(d)           Notwithstanding
the above, Generally Acquired Skills are not subject to non-disclosure, and the
parties are free to use and disclose all Generally Acquired Skills.




(e)           If
(a) Symyx is required to disclose the terms of this Agreement in connection with
any securities law filing, it will inform both EMRE and EMCC, and if (b)
ExxonMobil (EMRE or EMCC) is required to disclose the terms of this Agreement in
connection with any securities law filing, it will inform Symyx Tech, in each
case prior to any such disclosure, and permit the notified entities a reasonable
opportunity to review and comment with respect to the disclosure and amendments
thereto before filing.




8.8           Third-Party
Information.  Symyx entities will not disclose to EMRE, EMCC or
their Affiliates any information that is proprietary or confidential to any
Third Party.  Symyx entities will take appropriate steps and establish
appropriate procedures to avoid inadvertent disclosure to EMRE, EMCC or their
Affiliates of Third-Party information.




8.9           ExxonMobil
Strategic Confidential Information in Discovery Tools Systems Developed Under
the ATTLA.Symyx acknowledges ExxonMobil’s claims thatthe Discovery Tools
Systems set forth on Exhibit
M contain ExxonMobil Strategic Confidential Information. The parties
agree that except as set forth on Exhibit
M, no Discovery Tools Systems developed in whole or in part under the
ATTLA contains ExxonMobil Strategic Confidential Information.






9.      
      Representations
and Warranties




9.1           ExxonMobil’s
Representations.  EMRE represents and warrants to Symyx that it
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. EMCC represents and warrants to Symyx that it is
a division of Exxon Mobil Corporation, a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey. Each of
EMRE and EMCC respectively represent and warrant to Symyx that: (a) it has the
right to enter this Agreement and grant the rights stated in this Agreement; (b)
it has the power and authority to execute and deliver this Agreement and to
perform its obligations hereunder; and (c) it has by all necessary corporate
action duly and validly authorized the execution and delivery of this Agreement
and the performance of its obligations hereunder and such Agreement constitutes
a valid and binding obligation of such party, enforceable in accordance with its
terms.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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9.2           Symyx
Representations.  Symyx Tech represents and warrants to EMRE
and EMCC that it is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware.  Symyx Tools
represents and warrants to EMRE and EMCC that it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California. Symyx Software represents and warrants to EMRE and EMCC that it is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Oregon. Each of Symyx Tech, Symyx Tools and Symyx Software
respectively represent and warrant to EMRE and EMCC that: (a) it has the right
to enter this Agreement and grant the rights stated in this Agreement; (b) it
has the power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; (c) it has by all necessary corporate action duly and
validly authorized the execution and delivery of this Agreement and the
performance of its obligations hereunder and such Agreement constitutes a valid
and binding obligation of such party, enforceable in accordance with its
terms.




[ * ]




9.3           Additional
Symyx Tech Representations.  Symyx Tech represents and warrants
to EMRE and EMCC that




(a)           to
Symyx Tech’s knowledge, as of the Effective Date, carrying out its
responsibilities as set forth in the Research Plans for Extended Projects will
not infringe [ * ];




(b)           to
Symyx Tech’s  knowledge, as of the start date for any Limited Extended
Project or New Project, that carrying out its responsibilities as set forth in
the Research Plans for  the above Projects will not infringe the [ * ];






(c)           Symyx
Tech uses reasonable efforts to monitor published patents and patent
applications in the field of Combinatorial Chemistry; and






(d)           Symyx
Tech will not knowingly infringe [ * ] in the area of Combinatorial
Chemistry in conducting its activities under this Agreement and will notify EMRE
and EMCC (as applicable) if it becomes aware of [ * ] in the field of
Combinatorial Chemistry applicable to the activities under this
Agreement.






Symyx
Tech guarantees the performance by Symyx Tools and Symyx Software of their
obligations under this Agreement.




9.4           Software
Warranties.Symyx Software represents that (a) the Software
and the Developer’s Kit Software (including the Sample Code) have been designed
to facilitate Combinatorial Chemistry and (b) to Symyx Software’s knowledge, as
of the Effective Date, the Software and/or the Developer’s Kit Software or use
thereof in accordance with the Software Specifications do not infringe[ * ], and warrants that during
the Term, the Software and the Developer’s Kit Software (including the Sample
Code) will conform in all material respects with the Software Specifications
attached hereto as Exhibit
D.  The Software Specifications may be changed from time to
time by mutual written agreement of the Advisory Committee.




Symyx
Software also represents that the Software: (1) contains no hidden files, (2)
does not replicate, transmit or activate itself without control of a person
operating computing equipment on which it resides, (3) contains no key, node
lock, time-out, or other function, whether employed by electronic, mechanical or
other means, which restricts or may restrict use or access to any programs or
data, based on residency on a specific hardware configuration, frequency or
duration of use, or other limiting criteria, and (4) contains no software
routines or components designed to permit unauthorized access.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Except as
provided in the foregoing sentences of this Section 9.4, the Software and the
Developer’s Kit Software (including the Sample Code) are provided without
warranty of any kind.  Symyx does not warrant that the Software or the
Developer’s Kit Software (including the Sample Code) will meet the requirements
of EMRE, EMCC or their Majority-Owned Affiliates or that the operation of the
Software or the Developer’s Kit Software (including the Sample Code) will be
uninterrupted or error free or that the Software or the Developer’s Kit Software
(including the Sample Code) will be compatible with other hardware or software
that EMRE, EMCC or their Majority-Owned Affiliates may elect to
operate.




9.5           Software
Disclaimer.  Except as
expressly set forth in this Section 9, no Symyx entity makes and no ExxonMobil
entity receives any warranties or conditions, express, implied, statutory, or
otherwise, in any provision of this Agreement or other communication with any
ExxonMobil entity, with respect to the Software or the Developer’s Kit Software
(including the Sample Code), and Symyx specifically disclaims any implied
warranty of merchantability or fitness for a particular
purpose.






10.           Indemnity




10.1        ExxonMobil.  Subject
to the provisions and limitations contained in this Agreement (including Section
10.4), EMRE or EMCC each for its own acts or omissions and the acts and
omissions of Affiliates or Licensees to which it has extended rights, will
indemnify, defend, and hold harmless Symyx, its Affiliates, and their respective
directors, officers, employees, agents, successors, heirs and assigns from and
against any losses, costs, claims, damages, liabilities or expense (including
reasonable attorneys’ and professional fees and other expenses of litigation)
(collectively, “Liabilities”) to the extent arising, directly or indirectly out
of or in connection with Third-Party claims, suits, actions, demands or
judgments, relating to:




(a)           any
Agreement Materials or Products that are developed, manufactured, used, sold or
otherwise distributed by or on behalf of it, its Affiliates, Licensees, or other
designees to which it has extended rights (other than Symyx, its Affiliates and
licensees);




(b)           its
activities under this Agreement, except those activities specified in Sections
3, 4 and 5 of this Agreement; and




(c)any
breach by it of the representations and warranties made in this
Agreement.




10.2       Symyx.  Subject
to the provisions and limitations contained in this Agreement (including Section
10.4), Symyx Tech will indemnify, defend, and hold harmless EMRE, EMCC, their
Affiliates and Licensees, and their respective directors, officers, employees,
agents and their respective successors, heirs, and assigns from and against any
Liabilities to the extent arising, directly or indirectly out of or in
connection with Third-Party claims, suits, actions, demands or judgments,
relating to:




(a)Symyx
licensing and sublicensing activities;




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(b)any
product (lower case intentional) or process developed, manufactured, used, sold
or otherwise distributed by or on behalf of Symyx, its Affiliates, licensees, or
other designees (other than EMRE, EMCC, their Affiliates and
Licensees);




(c)Symyx’s
activities under this Agreement, except those activities specified in Sections
3, 4 and 5 of this Agreement; and




(d)any
breach by a Symyx entity of its representations and warranties made in this
Agreement.




10.3        Joint
Negligence.  Where any Liability is the result of the joint
negligence or misconduct of any of the parties, Symyx’s duty of indemnification
under this Agreement will be diminished by, and EMRE and EMCC’s duty of
indemnification under this Agreement will be limited to, [ * ].




10.4        Procedures.  The
obligations in Sections 5.13, 10.1, 10.2 and 10.6 are conditioned upon the
Indemnitee (a) promptly notifying the other party (“Indemnitor”)
in writing of any alleged Liability, (b) ceding to the Indemnitor the sole right
to control the defense (and/or settlement) thereof (subject to the limitations
set forth in Sections 5.13 (a) and (b) and 10.6 (a) and (b)) with counsel of its
choice that is reasonably acceptable to Indemnitee, and (c) cooperating, at the
request of the Indemnitor and its legal representatives, and at its expense, in
the investigation and defense of any such action, claim, or
liability.  An Indemnitee may also participate in the defense and/or
settlement of the claim, with its own counsel, and at its own
expense.  An Indemnitee’s failure to provide timely notice to the
Indemnitor will relieve the Indemnitor of liability hereunder to the extent that
such failure is prejudicial to the ability to defend and/or settle such claim.
The Indemnitor will not be liable for costs and fees the Indemnitee may incur in
establishing its claim for indemnification.




10.5        Limitation
of Liability.  Except for liability resulting from [ * ], each of Symyx’s and
ExxonMobil’s (as collective entities) aggregate liability under this Section 10
is limited to [ * ].




10.6        Symyx
Software Indemnity.




(a)           Defense.
Subject to the provisions of Section 10.4, if legal proceedings are brought by a
Third Party[ * ],
against EMRE, EMCC or a Majority-Owned Affiliate claiming that the Software or
the Developer’s Kit Software delivered to EMRE, EMCC or the Majority-Owned
Affiliate (as applicable) pursuant to Section 3 infringes [ * ], Symyx Software will defend
the proceedings at its expense and pay any costs, damages, and attorney fees
finally awarded or negotiated as a result of settlement or judgment against
EMRE, EMCC or the Majority-Owned Affiliate (as applicable).  Symyx
Software may not settle or compromise any such litigation in a manner that would
impose cumulative damages upon EMRE, EMCC or the Majority-Owned Affiliate beyond
the limitation set forth in this Section without the consent of such party. None
of EMRE, EMCC or their Majority-Owned Affiliates may settle or compromise any
such litigation in a manner that would adversely affect Symyx’s intellectual
property rights with respect to the Software or the Developer’s Kit
Software.  Symyx will have no liability for any claim hereunder based
on the use of the Software or the Developer’s Kit Software with any other
hardware or software if such claim would have been avoided had such other
hardware or software not been used with such Software or the Developer’s Kit
Software, or for unauthorized modifications to the Software or the Developer’s
Kit Software, or for misuse, abuse or neglect.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(b)           Right
to Cure.  If any such legal proceeding is brought, or in Symyx
Software’s opinion is reasonably likely to occur, Symyx Software may, at its
option, (1) replace or modify the Software or the Developer’s Kit Software (or
parts thereof) to render it non-infringing, or (2) procure the right to continue
using such Software or the Developer’s Kit Software for EMRE, EMCC and/or the
Majority-Owned Affiliate, as long as the replacement or modification does not
substantially reduce the functionality thereof.  This clause (b) does
not limit Symyx’s obligations under clause (a).




(c)           Notwithstanding
Section 10.5, Symyx’s total liability with respect to this Section 10.6 will be
limited to[ * ].




10.7        Exclusive
Remedy.Section 5.13 and this Section 10 states each
indemnitor’s entire liability and each Indemnitee’s sole and exclusive remedy
for Third-Party claims arising under or relating to this Agreement.






11.          Term
and Termination




11.1        Term.
This Agreement will commence on the Effective Date, and will continue in full
force and effect through [ * ], unless terminated earlier
as provided in this Section 11.




11.2        Termination
for Breach.  (a) EMRE and EMCC together may terminate this
Agreement if a Symyx entity materially breaches or defaults in the performance
of any of its material obligations in this Agreement, and the breach or default
continues for [ * ]after EMRE or EMCC provide
written notice of breach to Symyx Tech.  (b) Symyx Tech (on behalf of
itself, Symyx Tools and Symyx Software) may terminate this Agreement if EMRE or
EMCC materially breaches or defaults in the performance of any of their material
obligations in this Agreement, and the breach or default continues for[ * ]after Symyx Tech provides
written notice of breach to EMRE and EMCC.  (c) Any termination will
be effective at the end of such [ * ] period unless the breaching
party (or any other party on its behalf) has cured such material breach or
default before the expiration of the [ * ] period. Notwithstanding the
foregoing, in the case of a failure to pay any undisputed amounts due hereunder,
such default may not be the basis of termination unless the payment is not
received within the calendar quarter in which it was due.




11.3       Termination
for Insolvency.




(a)EMRE
and EMCC together may terminate this Agreement upon [ * ]prior written notice to
Symyx Tech if any of the entities herein collectively referred to as
Symyx:




(i)ceases
to carry on its business, or otherwise terminates its business operations,
except as a result of a permitted assignment of this Agreement; or




(ii)commences
a voluntary case seeking liquidation, reorganization or other relief under the
Bankruptcy Reform Act of 1978, as amended (“Bankruptcy Code”) or seeks
protection under any bankruptcy, receivership, trust deed, creditors’
arrangement, or other proceeding; or




(iii)has
instituted against it any such proceeding and such proceeding is not dismissed
within[ * ];
or




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(iv)makes
a general assignment for the benefit of all or substantially all of its
creditors; or




(v)admits in writing its
insolvency or inability to pay debts as they become due.




(b)Symyx
may terminate this Agreement upon [ * ] prior written notice to EMRE
and EMCC if either EMRE or EMCC:




(i)ceases to carry on its
business, or otherwise terminates its business operations, except as a result of
a permitted assignment of this Agreement; or




(ii)commences
a voluntary case seeking liquidation, reorganization or other relief under the
Bankruptcy Code or seeks protection under any bankruptcy, receivership, trust
deed, creditors’ arrangement, or other proceeding; or




(iii)has instituted against it any such
proceeding and is not dismissed within [ * ]; or




(iv)makes
a general assignment for the benefit of all or substantially all of its
creditors; or




(v)admits in writing its insolvency or inability to
pay debts as they become due.




11.4    
   Symyx Fundamental Change.




(a)           EMRE
and EMCC together may terminate this Agreement upon [ * ] written notice to Symyx Tech
if:




(i)           any
Third Party acquires a controlling interest (right to command or replace
management) in Symyx Tech, Symyx Tools, or Symyx Software during the Term, and
the Third Party or any of its majority controlled affiliates has operations that
are [ * ]; or




(ii)           any
of Symyx Tech, Symyx Tools, or Symyx Software is prevented from performing a
significant portion of the Projects due to[ * ].




(b)           Symyx
Tech will notify EMRE and EMCC promptly upon the occurrence of any event in
clause (a) above.  EMRE’s and EMCC’s joint right to terminate the
Agreement under this Section 11.4 will expire [ * ] after the first of EMRE and
EMCC receives such notice.




(c)           In
the event of a termination by EMRE and EMCC pursuant to this Section 11.4, EMRE
and EMCC will have full access and rights to all Project Technology and other
work product developed prior to such termination as set forth in this
Agreement.




11.5  
     Effect of Termination.




(a)           Accrued
Rights and Obligations.Termination of this Agreement for any
reason will not release ExxonMobil on the one hand or Symyx on the other hand
fromany accrued liability or obligation that existed prior to
termination or expiration, nor preclude a party from pursuing any rights and
remedies it may have hereunder or at law or in equity with respect to any breach
of this Agreement.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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(b)           Return
of Confidential Information.Except as
necessary in connection with exercising a party’s accrued rights, each Recipient
will, at the request of the Discloser, return to the Discloser all Confidential
Information received from the Discloser (or its Affiliates) that relates to the
terminated portion of this Agreement, except that one (1) copy may be retained
in the secure files of the Recipient’s Law Department for archival purposes and
ensuring compliance with the provisions of this Agreement.




11.6        Survival.  Sections
1.3, 1.4, 1.8, 1.12, 2, 3.2 through 3.8, 4, 5.5, 5.6, 5.7, 5.9, 5.11, 5.12,
5.13, 5.14, 6, 8 through 12 and those clauses which by their terms survive will
survive the Term.






12.           Miscellaneous




12.1        Governing
Laws.  This Agreement will be governed by and construed in
accordance with the laws of the State of New York, excluding reference to the
conflicts of law principles of the State of New York.




12.2        Limitation
of Liability.  [ * ]




12.3        [ * ]  Nothing in this
Agreement will be deemed to relieve any party from liability with respect to,
and each party will be fully responsible without limit for, any and all loss or
damage resulting from [ * ] attributable to such party's
managerial or senior supervisory personnel.




12.4No Implied
License.  Only the licenses granted pursuant to the express
terms of this Agreement are of any legal force or effect.  No other
license rights are created by implication, estoppel, or otherwise.




12.5        Waiver;
Modification.  Any waiver of any right or default hereunder
will be effective only in the instance given and will not operate as or imply a
waiver of any other or similar right or default on any subsequent
occasion.  No waiver or modification of this Agreement or of any
provision hereof will be effective unless in writing and signed by the party
against whom such waiver or modification is sought to be enforced.




12.6        Assignment.  This
Agreement may not be assigned and no rights or obligations hereunder may be
delegated without the prior written consent of the other party (EMRE and EMCC on
one hand, and Symyx Tech on behalf of the Symyx entities, on the other hand);
provided, however, that subject to the restrictions in Section 11.4, EMRE and
EMCC on one hand, and Symyx Tech on behalf of the Symyx entities, on the other
hand, may assign this Agreement without such consent in connection with a sale
of all or substantially all of the business or assets of the assigning party,
whether by merger, reorganization, acquisition, sale or otherwise.  In
addition, either EMRE or EMCC may assign its interest in this Agreement or any
rights or obligations hereunder to any Majority-Owned Affiliate without the
prior written consent of, but with notice to, Symyx Tech, provided that the
assignor will remain responsible for performance of all obligations of the
assignee hereunder.  Any attempted or purported assignment without the
required consent will be void.  Subject to the foregoing, this
Agreement will be binding upon and will inure to the benefit of the parties and
their respective permitted successors and assigns.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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12.7        Representation
by Legal Counsel.  The parties were represented by legal
counsel in connection with this Agreement and acknowledge that they participated
in the drafting of this Agreement.  In interpreting and applying the
terms and provisions of this Agreement, no presumption exists or may be implied
against the party that initially drafted such terms and provisions.




12.8        Duty
to Negotiate.  The parties will act in good faith in
discharging any duty to negotiate contained in this Agreement, but this in no
way obligates the parties to reach mutual agreement and no liability will result
from any failure to reach agreement.




12.9        Affiliates.  EMRE,
EMCC or Symyx may, at their sole discretion, fulfill some or all of their
obligations by or through their Affiliates.  EMRE and EMCC may grant
sublicenses under the Project Technology to its Affiliates as set forth in and
subject to the terms and conditions of this Agreement.  Symyx Tech
will remain responsible for the performance by Affiliates of all applicable
obligations under this Agreement and either EMRE or EMCC (as the case may be)
will remain responsible for the performance by Affiliates fulfilling obligations
on its behalf under this Agreement.




12.10      Compliance
with Laws.  In exercising their rights and obligations
contained in this Agreement, each party will fully comply with the requirements
of all applicable laws, regulations, rules, and orders of any governmental body
having jurisdiction over activities conducted pursuant to this Agreement,
including all relevant federal, state or local safety, environment, and health
laws, rules, regulations, or orders.  The parties will reasonably
cooperate with one another with respect to providing information necessary in
support of tax or other governmental filings.




12.11      Export
Control Regulations.  Each party hereto acknowledges that the
technology, software, services, or commodities provided by another
party  or its Affiliates may be subject to laws or regulations
restricting their export, re-export, transfer, or release to certain
governments, legal entities, or individuals and/or to certain destinations,
including those laws and regulations administered by the U.S. Department of
Commerce (Bureau of Industry and Security) and the U.S. Department of the
Treasury (Office of Foreign Assets Control).




With
respect to any export, re-export, transfer, or release otherwise permitted under
this Agreement to persons within the receiving party or its Affiliates, or to
unrelated Third Parties, of (a) such technology, software, services, or
commodities; or (b) the direct product of any such technology; or (c) any
product that the receiving party  creates with U.S.-origin content
that is supplied by another party or its Affiliates; or (d) any technology that
the receiving party creates that is based upon or commingled with technology
provided by another party  or its Affiliates, the receiving party will
comply with all applicable U.S. government requirements, including export and
re-export controls expressed in the U.S. Export Administration Regulations,
prohibitions on transactions with or transfers to the governments of, parties
located in or operated from, or nationals of countries subject to comprehensive
U.S. sanctions, and prohibitions on transactions with or transfers to entities
or individuals identified on the U.S. government’s List of Specially Designated
Nationals and Blocked Persons (Treasury Department) and Denied Persons List and
Entity List (Commerce Department).




12.12Sections and
Headings.  The various headings contained in this Agreement are
for convenience of reference only and are not intended to define, limit, expand,
or describe the scope or intent of any clause or provision of this Agreement. As
used herein, “including” means “including, without limitation” where the context
admits.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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12.13     Correspondence.  Correspondence
relative to this Agreement must be addressed as set forth below (or as updated
by a party upon written notice).  Any notice or consent required or
permitted by this Agreement (a) must be in writing, (b) must be sent by
facsimile, by recognized commercial overnight courier, or mailed by United
States registered or certified mail with signature upon delivery, and (c) will
be effective: (i) upon receipt of notice of successful electronic delivery, if
sent via facsimile; (ii) one day after deposit with a nationally recognized
overnight courier; or (iii) five days following deposit into the United States
mail (certified mail, return receipt requested), or upon receipt, if
sooner.




If to Symyx Tech:
                        
                        If to EMRE:Symyx
      Technologies, Inc.
                        
                        ExxonMobil
      Research and Engineering Co.415
      Oakmead Parkway
                        
                        1545
      Route 22 EastSunnyvale,
      CA  94085
                        
                        Annandale,
      NJ 08801Attention:
      President
                        
                        Attention:
      Vice President - R & D[ * ]
                        
                        [ * ]If to Symyx Tools:
                        
                        If to EMCC:Symyx
      Tools, Inc.
                        
                        ExxonMobil
      Chemical Company415
      Oakmead Parkway
                        
                        5200
      Bayway DriveSunnyvale,
      CA  94085
                        
                        Baytown,
      TX 77520Attention:
      President
                        
                        Attention:
      Research Manager[ * ]
                        
                        [ * ]If to Symyx Software:Symyx
      Tools, Inc.415
      Oakmead ParkwaySunnyvale,
      CA  94085Attention:
      President[ * ]




12.14      Severability.  If
any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement will continue
in full force and effect to the fullest extent permitted by law without said
provision, and the parties agree to reform this Agreement to the extent feasible
to lawfully include the substance of the excluded term to as fully as possible
realize the intent of the parties and their commercial bargain.




12.15      Force
Majeure.  If a party is unable to perform any of its material
obligations under this Agreement because of any event beyond the control of the
affected party including natural disaster, acts of God, acts of war or
terrorism, extreme weather, fire, or other natural calamity, epidemics, labor
disputes or shortages of labor, embargoes, inability to secure necessary parts
or raw materials, a failure of a party’s suppliers to perform due to any of the
foregoing, expropriation or other actions or decrees of governmental bodies
(“Force
Majeure Event”), the party who has been so affected will promptly give
written notice to the other parties (as applicable) and will use reasonable
efforts to resume performance.  Upon receipt of such notice, all
obligations under this Agreement related to or affected by the Force Majeure
Event will be immediately suspended for the duration of such Force Majeure
Event.  If the Force Majeure Event is not cured within[ * ] after notice, the other
party may terminate this Agreement as to the matters relating to the Force
Majeure Event.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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12.16      Complete
Agreement.  This Agreement, with its Exhibits, constitutes the
entire agreement, both written and oral, among the parties with respect to the
subject matter hereof except as otherwise specified where the provisions of the
ATTLA apply.  Except as provided herein, the provisions of the ATTLA
are unaffected by this Agreement.  No amendment or change hereof or
addition hereto will be effective or binding on the parties hereto unless
reduced to writing and executed by the respective duly authorized
representatives of the other parties.  In the event of a conflict
between the terms and conditions of Sections 1 through 12 of this Agreement and
those of its Exhibits, the former will govern, except that[ * ] will control over
inconsistent provisions in Sections 1 through 12.




12.17  
   Dispute Resolution.




(a)           Negotiation.
If any dispute arising out of or related to this Agreement is not resolved by
the Executive Committee, the parties will make a good faith attempt to resolve
such dispute through negotiation.  Within[ * ] after EMRE, EMCC or Symyx
Tech gives written notice of a dispute to the other parties, the parties will
discuss and make a good faith attempt to resolve such dispute.




(b)           Arbitration.  Any
dispute arising out of or related to this Agreement that has not been resolved
by negotiation within[ * ]
after a notice of dispute under clause (a) will be finally resolved by binding
arbitration, conducted in accordance with the procedures set forth in Exhibit
E.




(c)           Injunctive
Relief.  No provision in this Section 12.17 will act to prevent
any party from approaching any court having competent jurisdiction to seek
injunctive relief in case of urgency to prevent disclosure of Confidential
Information.




12.18Subcontractors.  The
Symyx entities may subcontract its manufacturing obligations to any Third Party,
provided that Symyx remains responsible for the performance of its
subcontractors.  The relevant Symyx entity will notify the relevant
ExxonMobil entity prior to using any subcontractor under this Agreement
performing research and development activities in areas relevant to that
ExxonMobil entity’s operations.  EMRE or EMCC may reject the use of
subcontractors on its Projects within [ * ] after notice.  To
the extent allowed by Symyx’s agreements with its subcontractors, the audit
rights set forth in Section 6.4 will extend to Symyx’s subcontractors. EMRE or
EMCC may withhold its consent to use a subcontractor until such audit rights are
obtained from the subcontractor.




12.19Independent
Contractor.Symyx will perform the research and
development activities hereunder as an independent contractor to EMRE and
EMCC.  The methods and details of performing such activities will be
under Symyx’s direction and control.  Symyx will keep the designated
representatives of EMRE or EMCC (as applicable) advised as to the status of all
major work conducted hereunder and will permit persons designated by EMRE or
EMCC (as applicable) to be present as observers for tests, inspections and other
work conducted hereunder.EMRE or EMCC (as applicable) will
provide reasonable notice to Symyx that such observers will be
present.  Nothing contained in this Agreement will be construed to (a)
give an ExxonMobil entity the power to direct or control the day-to-day
activities of Symyx personnel or (b) constitute the parties as partners, joint
venturers, franchisees, co-owners or otherwise as participants in a joint or
common undertaking for any purpose.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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12.20      Special
Agreement Persons.  As between Symyx and ExxonMobil, (a) Symyx
is responsible for any and all employee benefits to be provided for its
employees, and (b) Symyx will advise its employees that they are not entitled to
participate in or receive benefits from any employee benefit plan sponsored by
an ExxonMobil entity as a result of performing services under this
Agreement.  Individuals performing activities for EMRE or EMCC under
this Agreement will be considered “special agreement persons” who are
specifically excluded from coverage under the terms of the Benefit Plan of Exxon
Mobil Corporation and Participating Affiliates and will not be considered
“regular employees” or “non-regular employees” of Exxon Mobil Corporation or any
of its Affiliates for purposes of plan participation.




12.21      Business
Standards.  Symyx will establish and maintain precautions to
prevent its employees, agents or representatives from making, receiving,
providing, or offering substantial gifts, entertainment, payments, loans, or
other consideration to employees, agents, or representatives of EMRE or EMCC for
the purpose of influencing those persons to act contrary to the best interests
of EMRE or EMCC.  This obligation will apply to the activities of the
employees of Symyx in their relations with the employees of EMRE or EMCC and
their families and/or Third Parties arising from the Agreement.  EMRE
and EMCC will establish and maintain precautions to prevent its employees,
agents or representatives from making, receiving, providing, or offering
substantial gifts, entertainment, payments, loans, or other consideration to
employees, agents, or representatives of Symyx for the purpose of influencing
those persons to act contrary to the best interests of Symyx.  This
obligation will apply to the activities of the employees of EMRE and EMCC in
their relations with the employees of Symyx and their families and/or Third
Parties arising from the Agreement.




12.22      Accuracy
of Records.  All financial settlements, billings, and reports
rendered to EMRE and EMCC by Symyx or to Symyx by EMRE and/or EMCC will reflect
properly the facts about all activities and transactions, which data may be
relied upon as being complete and accurate in any further recordings and
reportings made by EMRE and/or EMCC or Symyx, as applicable, for whatever
purpose.




12.23      Drug
and Alcohol Policy and Workplace Harassment Policy.  Symyx will
comply with the requirements contained in Exhibit
F and Exhibit
G.




12.24     Trademarks
and Publicity.  Symyx and its Affiliates may not, without the
express prior written consent of EMRE or EMCC (a) use the name or any tradename
or trademark of Exxon Mobil Corporation or any of its Affiliates (unless
expressly authorized by such Affiliate) in any advertising or communications to
the public in any format or make any public statements from which such name can
be inferred; or (b) make publicity releases or announcements regarding this
Agreement, except pursuant to Section 8.7(e).  EMRE, EMCC and their
Affiliates may not, without the express prior written consent of Symyx Tech (a)
use the name or any tradename or trademark of Symyx Tech or any of its
Affiliates in any advertising or communications to the public in any format or
make any public statements from which such name can be inferred; or (b) make
publicity releases or announcements regarding this Agreement, except pursuant to
Section 8.7(e).  Notwithstanding the foregoing, the parties will
timely agree upon a press release to announce the execution of this Agreement,
and Symyx, EMRE and EMCC may each thereafter disclose to Third Parties the
information contained in the press release without the need for further approval
by the other.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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-


12.25      Counterparts.  This
Agreement may be executed in counterparts, each of which will be deemed to be an
original and all of which together will be deemed to be one and the same
agreement.




12.26      Relationship
of Parties.  The parties hereto do not intend to create a
partnership, association, or joint research and development arrangement by
entering into and performing this Agreement.  The duties, obligations
and liabilities of the parties hereto are intended to be separate and not joint
or collective and nothing contained in this Agreement will be construed to
create a partnership or association or to impose a partnership duty, obligation,
or liability with respect to the parties hereto.




12.27      Notice
of Non-Compliance.  The parties hereto shall notify the others
promptly upon discovery of any instance where such party fails to comply with
Section 12.10, 12.11, 12.22 or 12.23.  If Symyx discovers or is
advised of any errors or exceptions related to its invoicing to EMRE or EMCC,
Symyx and EMRE or EMCC (as applicable) will together review the nature of the
errors or exceptions, and Symyx will, if appropriate, promptly adjust the
relevant invoice(s) or refund overpayments, or EMRE or EMCC (as applicable)
will, as appropriate, promptly remit any underpayment.




IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized representatives and delivered in multiple
originals, effective as of the Effective Date.




Symyx
      Technologies, Inc.
                        
                        ExxonMobil
      Research and Engineering CompanyBy:
                        [ * ]
                        
                        By:
                        [ * ]Title:
                        [ * ]
                        
                        Title:
                        [ * ]Date:
                        1-24-08
                        
                        Date:
                        1/19/08Symyx
      Tools, Inc.
                        
                        ExxonMobil
      Chemical CompanyBy:
                        [ * ]
                        
                        By:
                        [ * ]Title:
                        [ * ]
                        
                        Title:
                        [ * ]Date:
                        1-24-08
                        
                        Date:
                        1/22/08Symyx
      Software, Inc.By:
                        [ * ]Title:
                        [ * ]Date:
                        1-24-08




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 43
-




Exhibit
A




Definitions




"Advisory
Committee" is described in Section 7.3.





“Affiliate”




(a)means,
with respect to Symyx, any entity controlled by, controlling, or under common
control with Symyx.  For purposes of this Agreement, direct or
indirect beneficial ownership of [ * ] of the stock entitled to
vote in the election of directors or, if there is no such stock, [ * ] of the ownership interest in
such entity shall be deemed to constitute control, but such individual or entity
will be deemed to be an Affiliate only so long as such control
exists.




(b)means,
with respect to either EMRE or EMCC, Exxon Mobil Corporation and any successor
in interest, any Business which at the time in question Controls Exxon Mobil
Corporation (“Parent”), and/or any Business which Exxon Mobil Corporation or
Parent at the time in question directly or indirectly
Controls.  “Business” means any corporation, partnership, limited
liability company, association, venture, or other form of
entity.  “Control” means the direct or indirect ownership or holding
of stock, shares, interests, indicia of equity, or voting or other rights
entitled (i) to vote for the election of at least [ * ] of the directors or their
functional equivalents of the Business and/or (ii) to establish, direct, or
command management of the Business.







“Agreement
Materials”means Lead Materials and Derivative Materials.





“Annual Project
Goals” means goals for a Project for each 12-month period during the
Term, as determined by the Advisory Committee





“Background
Technology” of a party means all information and Materials, and all
intellectual property rights related thereto, which are (a) owned or controlled
by that party or its Affiliates as of [ * ] or (b) developed or acquired
by or on behalf of that party or its Affiliates after [ * ] and without the use of
Confidential Information or Background Technology of the other party, or of
Unpublished Technology.





“Co-Located
Employees” means (a) in the case of Symyx, (i) the
individual  provided under Section 3.1; and (ii) employees of Symyx
who are physically located at EMRE, EMCC or an Affiliate’s facility for more
than[ * ] and (b) in the case of EMRE
or EMCC, employees of EMRE or EMCC who are physically located at a Symyx
facility or an Affiliate’s facility for more than [ * ], and as agreed by the
parties in writing, and (c) individuals otherwise designated as Co-Located
Employees by the relevant parties.





“Combinatorial
Chemistry” means techniques, methodologies, instrumentation, or software
directed to the simultaneous, parallel, or rapid serial Laboratory Scale: (a)
synthesis, (b) processing, (c) analysis, or (d) characterization of [ * ] Materials.  “Laboratory
Scale” as used in this Agreement means activities not involving
production of greater than [ * ] of such
Materials.





“Combinatorial
Chemistry Know-How” means Combinatorial Chemistry inventions,
information, techniques, methodologies, instrumentation, software, data, or
equipment, excluding any inventions claimed in the Combinatorial Chemistry
Patent Rights.  "Symyx
Combinatorial




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 44
-


Chemistry
Know-How" means Combinatorial Chemistry Know-How where Symyx is the
disclosing Party.  "ExxonMobil
Combinatorial Chemistry Know-How" means Combinatorial Chemistry Know-How
where EMRE or EMCC  is the disclosing party.





“Combinatorial
Chemistry Patent Rights” means all patent rights based on patent claims
now or hereafter owned or controlled (in the sense of having the right to grant
licenses without accounting to others) by a party, which claims cover
Combinatorial Chemistry inventions or discoveries, but excluding claims to the
extent such claims cover models and/or modeling or compositions of matter,
materials, compounds or formulations (e.g. catalysts, phosphors, etc.), and
includes (a) U.S. and foreign patent applications to the extent they claim any
Combinatorial Chemistry invention or discovery, (b) all divisions,
substitutions, continuations, continuation-in-part applications, reissues,
re-examinations, and term extensions of (a) above, and (c) patents, utility
models, or similar grants of rights issuing from (a) or (b)
above.  “Symyx
Combinatorial Chemistry Patent Rights” means Combinatorial Chemistry
Patent Rights where Symyx is the party.  “ExxonMobil
Combinatorial Chemistry Patent Rights” means Combinatorial
Chemistry Patent Rights where ExxonMobil Research and Engineering Company,
ExxonMobil Chemical Company, or ExxonMobil Chemical Patents, Inc. is the
party.  For avoidance of doubt, ExxonMobil Combinatorial Chemistry
Patent Rights includes only patent claims that specifically claim a
Combinatorial Chemistry invention or discovery and do not include patent claims
applicable on both Laboratory Scale and non-Laboratory Scale, unless the patent
specification is predominantly directed to Laboratory Scale
applications.





“Combinatorial
Chemistry Technology”means Combinatorial Chemistry Know-How and Combinatorial Chemistry Patent
Rights.





“Confidential
Information”means any information disclosed by EMRE, EMCC or
their  Affiliates to any of the parties collectively referred to as
Symyx or their Affiliates or their representatives, or any information disclosed
by any of the parties collectively referred to as Symyx or their Affiliates to
either EMRE, EMCC or their Affiliates or representatives,  in
connection with this Agreement which is in written, graphic, machine readable,
or other tangible form and which is marked “Confidential” or “Proprietary” or in
some other manner to indicate its confidential nature.  Confidential
Information also includes information that is disclosed orally or by
observation, provided that such information is identified as confidential at the
time of disclosure and confirmed in writing as confidential within [ * ] after such
disclosure.  Data and information generated in a Project from
ExxonMobil Proprietary Materials shall be ExxonMobil Confidential
Information.





“Derivative
Materials” means any Material that is made by or under authority of EMRE,
EMCC or their Affiliates (but not by Symyx) subsequent to the synthesis or
identification of a Lead Material if:




(a)           it
is prepared from a chemical or physical modification of the Lead Material;
or




(b)           it
is prepared utilizing a synthesis recipe that is documented in the Project from
which the Lead Material resulted, or a modification thereof, and the Material
that results was prepared with the intent of preparing an improved Lead Material
for the same use; or




(c)           it
is within the scope of the claims of a Project Patent for the Lead Material;
or




(d)           it
is a Material that is prepared from another Derivative Material.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 45
-


Notwithstanding
the above, no Material will be deemed to be a Derivative Material if it resulted
from Independent Research or if prepared for the first time more than[ * ] after the confirmation of
the Lead Material to which it corresponds, such confirmation to be effected in
accordance with Exhibit
I hereto, unless such Derivative Material is included within (a) through
(d) during such[ * ].  Derivative
Materials will only become subject to the royalty obligations set forth in the
ATTLA if an Extended Project is a continuation of Royalty-Bearing Project under
the ATTLA which is selected by Symyx as one of the Royalty-Bearing Projects
under the ATTLA  in which the corresponding Lead Material was
identified, and then, only to the extent that they are utilized within the scope
of the Royalty-Bearing Project for the corresponding Lead Material.





“Developer’s Kit
Software” means machine readable, object code versions of Symyx Library
Studio ® Developers Kit, Automation Studio®  Developer’s Kit and Vault
Developer’s Kit.





“Directed Research
Services”means
research services to be provided by Symyx, as directed and funded by either EMRE
or EMCC, using Symyx tools and at Symyx facilities, pursuant to a Directed
Research Plan.





“Directed Research
Plan” means a
written plan as agreed by the parties requesting and conducting the Directed
Research Services that describes either EMCC's or EMRE’s specific directions of
the reactions, syntheses, compounds, formulations, recipes, processes, methods,
conditions, characterizations, property determinations and/or analyses to be
performed by Symyx personnel.  Either EMRE or EMCC as appropriate will
use reasonable efforts to provide directions with sufficient detail, directions
and information so as to enable Symyx to provide the Directed Research Services
without any inventive contribution to any Materials, Novel Materials, Novel
Process Technology or Products by Symyx personnel of ordinary skill in the art
of high throughput research.





“Directed Research
Technology” means the Directed Research Plan and all results from
carrying out the Directed Research Plan, but excludes any Background Technology
and any Combinatorial Chemistry Technology.





“Discovery
ToolsÒSystem”
means a system of hardware and related software for Combinatorial Chemistry,
which system has been developed and hardened in the sense of being ready for
commercialization by Symyx.





“DTools
Client” means a customized software or extension to standard Software
products, that is created specifically for use with a particular Discovery Tools
System.  For clarity, DTools Clients are not Software (upper case
intentional).





"Executive
Committee" is described in Section 7.4.





“Extended[ * ]Project”
is defined in Section 1.2(a).





“Extended
Project” is defined in Section 1.2(d).





“Extended[ * ]Project”
is defined in Section 1.2(b).





“ExxonMobil
Business Areas” means, with respect to EMRE, EMCC and their
Affiliates:


[ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 46
-


“ExxonMobil
Combinatorial Chemistry Tool”means hardware and/or other
equipment, and associated software, (a) designed by EMRE, EMCC or one of their
Affiliates, (b) built or assembled by or for EMRE, EMCC or one of their
Affiliates, and (c) used by EMRE, EMCC or one of their  Affiliates in
an integrated workflow to carry out Combinatorial Chemistry.  With
respect to sub-section (b), EMRE, EMCC and their  Affiliates may
retain a third party to make an ExxonMobil Combinatorial Chemistry Tool designed
by EMRE, EMCC or such Affiliate, provided that such third party is not otherwise
engaged in the business of designing, marketing or selling Combinatorial
Chemistry tools.





“ExxonMobil
Combinatorial Chemistry Tool Cost” [ * ].





"ExxonMobil
Proprietary Commercial Operations Know-How" means inventions,
information, techniques, methodologies, instrumentation, software, data, or
equipment that are proprietary to ExxonMobil and that are associated with how
ExxonMobil conducts its active commercial operations within the ExxonMobil
Business Areas.





“ExxonMobil DTools
Improvements”
means any and all improvements, enhancements, changes, or modifications to a
Discovery Tools System which enhance its operations or which provide new
capabilities to the Discovery Tools System that EMRE, EMCC or their Affiliates
conceive and reduce to practice, or otherwise develop, but shall not refer to
techniques or technology (a) which do not involve a direct modification of or to
the Discovery Tools System, (b) which only represents a method of use of the
Discovery Tools System, or (c) which contains ExxonMobil Strategic Confidential
Information.





“ExxonMobil Field
of Use” means [ * ].





“ExxonMobil
Internal Activities”means all research, development and commercialization (including research
and development in support of licensing) activities of EMRE, EMCC or their
Majority-Owned Affiliates (including activities of employees of EMRE, EMCC or
their Majority-Owned Affiliates that are seconded to an Affiliate or joint
venture), and includes joint research, development or commercialization
activities undertaken by EMRE, EMCC  or their Majority-Owned
Affiliates with Third Parties or Affiliates, each as consistent with the usual
and customary business practices of EMRE, EMCC
or  their  Majority-Owned Affiliates (including if EMRE,
EMCC or a Majority-Owned Affiliate is reimbursed or paid for such work), but
excludes research, development or commercialization activities performed on
behalf of Third Parties (other than joint activities described
above).





“ExxonMobil
Proprietary Material” shall mean any Material that is (a) (i) supplied by
EMRE, EMCC or their  Affiliates for use in a Project or (ii)
synthesized or prepared by Symyx for use in a Project pursuant to a recipe
provided to Symyx by EMRE, EMCC  or their  Affiliates where
EMRE, EMCC  or their  Affiliates previously has synthesized
such Material pursuant to such recipe and performed basic characterization of
such Material (as would be performed by one skilled in the art), and (b) within
the scope of one or more claims of a valid, enforceable patent or patent
application or is a trade secret owned or controlled by EMRE, EMCC or their
Affiliates or under which EMRE, EMCC or their Affiliates is licensed by a Third
Party.  Any Material whose starting point was an ExxonMobil
Proprietary Material shall remain an ExxonMobil Proprietary Material unless it
is modified to become a Novel Material.  With respect to Extended
Projects, an ExxonMobil Proprietary Material can be a Lead Material only within
the Research Exclusivity Field for which it was tested and confirmed as a Lead
Material in the corresponding Project.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 47
-


Although
a Material may not be supplied by EMRE, EMCC or their Affiliates to Symyx for
use in a Project, it is possible that Symyx, as a result of conducting a Project
with EMRE or EMCC , may nonetheless synthesize a Material that is (i) within the
scope of one or more claims of a valid, enforceable patent or patent application
owned or controlled by EMRE, EMCC or one of their  Affiliates, or (ii)
a trade secret owned or controlled by EMRE, EMCC  or one of their
Affiliates or under which EMRE, EMCC or one of their Affiliates is licensed by a
Third Party.  In such event, such Material shall be treated as an
ExxonMobil Proprietary Material under this Agreement with respect to activities
taking place after the point in time that EMRE, EMCC or one of their Affiliates
notifies Symyx that such Material is an ExxonMobil Proprietary
Material.  Such Material shall not be treated as an ExxonMobil
Proprietary Material for all purposes under this Agreement with respect to
activities taking place prior to such notification.  However, if Symyx
has knowingly produced Materials based on a valid, enforceable patent owned or
controlled by EMRE, EMCC  or one
of  their  Affiliates and claiming an ExxonMobil Proprietary
Material, such produced Materials shall be considered ExxonMobil Proprietary
Materials at the time such Materials are first produced in a
Project.





"ExxonMobil
Proprietary Model" means [ * ].





"ExxonMobil
Proprietary Process" means a method or process
that is proprietary to ExxonMobil for [ * ].





“ExxonMobil
Strategic Confidential Information” is a subset of ExxonMobil
Confidential Information, and means ExxonMobil Confidential Information that is
incorporated in a Discovery Tools System and:




[ * ].







[ * ]





"[ * ]Project"
is described in Section 1.2 (a) and means the project conducted under the ATTLA
as described in the research plan entitled [ * ].





“Field of
Rights”means the
Field of Rights specified in Exhibit H.





“FTE”means the equivalent of
a full-time employee or contractor dedicated to the conduct of the Project(s)
under the Agreement (all technical personnel, including scientists, engineers,
technicians), or, in the case of less than full-time dedication, a full-time
equivalent person-year, based on a total of [ * ], of work on or directly
related to the Project.  Non-technical support personnel (e.g.
secretarial, legal, patent, business development, human resources, finance,
purchasing, shipping and receiving, food service) are included in the FTE rate,
and will not be deemed FTEs.





“FTE
Rate”means
theannual rate
payable in consideration of the efforts of one FTE. FTE Rates include
compensation for reasonable travel and living expenses incurred in connection
with Projects.





“Generally
Acquired Skills” means general skills acquired by employees of a party
(or its Affiliates) working on a Project, but excludes (a) Project Patents, (b)
Novel Materials, (c) Novel Process Technology, or (d) information, results, or
analysis generated in or by the Project contained in a documented report with
respect to the Project.  Further, with respect to a given party and
its Affiliates, Generally Acquired Skills excludes Confidential Information or
Background Information of any other party to this Agreement or its
Affiliates.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 48
-


“Independent
Research” means (a) in the case of any of the entities collectively
referred to herein as Symyx, research done by, or on behalf of, a Symyx entity
or an Affiliate of a Symyx entity outside of the Projects, entirely without the
use of Confidential Information or non-public Background Technology belonging to
EMRE, EMCC or their Affiliates, and (b) in the case of EMRE or EMCC, research
done by, or on behalf of EMRE or EMCC or one of their Affiliates outside of a
Project, entirely without the use of Confidential Information or non-public
Background Technology belonging to Symyx, and in each of the above cases (a) and
(b) without the use of Unpublished Technology.





“Labor and
Overhead Costs”
means[ * ].





“Labor
Hours” means the number of hours incurred by employees, consultants and
sub-contractors (to the extent not included in Material Costs) in the
development, industrialization, commercialization, manufacture, assembly,
testing, packaging and crating, installation, validation, acceptance, training
documentation, maintenance and repair of a Discovery Tools System delivered
hereunder.  Labor Hours include material handling and purchasing
department employees to the extent they relate to the acquisition and handling
of raw materials, manufacturing and assembly supplies or Third Party equipment
included in a Discovery Tools System or the packaging and shipment of a
completed Discovery Tools System, but do not include indirect labor hours such
as janitorial, and security (which are included in Labor and Overhead
Costs).





“Lead
Materials”meansa
Material (including a Novel Material) synthesized or identified within a Project
and that meets the specific physical, chemical and/or catalytic properties
initially established in the Research Plan for the Project, or as modified by
the Advisory Committee, for identifying a Lead Material.  The
procedure for confirming a Lead Material is set forth in Exhibit
I.  Any Material that is synthesized or identified (including
an ExxonMobil Proprietary Material) in an active Project and transferred or made
known by Symyx to EMRE or EMCC or one of their Affiliates and subsequently
commercialized by or under authority of EMRE, EMCC or one of
their  Affiliates in the Project for which it was identified will be
deemed a Lead Material.





“Licensees”
means, with respect to a particular Material and/or Product, a Third Party to
whom EMRE, EMCC or their Affiliates have granted a license or sublicense to
make, have made, use and/or sell such Material and/or Product.





“Limited Extended
Project” is defined in Section 1.2(c)(i).





“Majority-Owned
Affiliate means, with respect to EMRE or EMCC, (i) Exxon Mobil
Corporation (including all divisions thereof), (ii) Parent, and (iii) any
Business as to which Exxon Mobil Corporation or Parent, at the time in question,
has direct or indirect beneficial ownership of [ * ] of the stock entitled to
vote in the election of directors or, if there is no such stock, [ * ] of the ownership interest in
such Business.





“Material
Costs” means
[ * ].




“Materials”means [ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 49
-


“Net Sales or
Use” shall mean [ * ].





“New
Project”means a
plannedbody of
research, as defined by a Research Committee, and designed to achieve specific
goals and objectives, upon which the parties who would be requesting/conducting
the New Project may agree after the Effective Date.





“Non-Recurring
Engineering Costs” includes[ * ].





“Novel
Material” means a Material, together with methods of manufacturing the
same that is (a) first synthesized or prepared in a Project except where (i)
EMRE, EMCC or one of their  Affiliates provides Symyx with the recipe
for synthesizing or preparing such Material as set forth in definition of
“ExxonMobil Proprietary Material” above and (ii) EMRE, EMCC or one of
their  Affiliates has performed basic characterization of such
Material as would be performed by one skilled in the art, and is (b) patented,
as determined by the United States Patent and Trademark Office.  For
the purposes of this Agreement, Public Domain Materials are not Novel Materials,
unless a Public Domain Material is modified in a Project so as to become a Novel
Material.  If a Project Patent is issued in the U.S. with claims
directed to a Material first synthesized or prepared in a Project and
subsequently all such claims are finally determined to be unpatentable or
invalid, such Material will not be treated as a Novel Material for purposes of
this Agreement on a going-forward basis after the date of such final
determination.





“Novel Process
Technology” means a method or process (including a process for using or
synthesizing a Material) that is (a) first developed in a Project, and (b)
patented as determined by the United States Patent and Trademark Office, or
which EMRE or EMCC elects to maintain as a trade secret.  The Research
Committee for the Project in which it was identified will document a Novel
Process Technology within [ * ] of its being made known to
the Research Committee.  Notwithstanding the foregoing, if EMRE or
EMCC elects to file a Project Patent application in the U.S. with claims
directed to a method or process first identified in a Project, that method or
process will be treated as a Novel Process Technology for purposes of this
Agreement (unless and until the claims in such U.S. application, or any
continuation or divisional thereof, directed to such method or process are
finally determined to be unpatentable).  If a Project Patent is issued
in the U.S. with claims directed to a Novel Process Technology first created in
a Project and subsequently all such claims are finally determined to be
unpatentable or invalid, such method or process will not be treated as a Novel
Process Technology for purposes of this Agreement on a going-forward basis after
the date of such final determination.  If EMRE or EMCC elects to
maintain a method or process as a trade secret, and such method or process
becomes available for use by members of the public without restriction, through
no action or inaction on the part of E EMRE or EMCC or their Affiliates, such
method or process will not be deemed Novel Process





Technology
after it becomes available for use by members of the public without
restriction.





“Optional
Fields” are set forth on Exhibit
K.





[ * ]





“Product”means (a) an Agreement
Material, (b) implementation of a Novel Process Technology, or (c) any product
that (i) contains an Agreement Material, (ii) utilizes in its manufacture and/or
production a Novel Process Technology, or (iii) utilizes an Agreement Material
in its manufacture and/or production, e.g., as a catalyst or
membrane.





“Project”
means an Extended Project, New Project or Directed Research
Services.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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“Project
Technology”means
Project Patents and Project Know-How. Project Technology excludes Directed
Research Technology.





“Project
Know-How” means inventions, information, data, or Materials developed by
a party or its Affiliates, or jointly by the parties or their Affiliates, as
part of a Project that are useful for the manufacture, use or sale of Products,
but excluding Background Information, Confidential Information, Combinatorial
Chemistry Technology, any inventions claimed in the Project Patents andDirected ResearchTechnology.





“Project
Patents” means (a) U.S. and foreign patent applications that are based on
any inventions or discoveries conceived or reduced to practice as part of a
Project by a party or its Affiliates, or jointly by the parties or their
Affiliates , and that claim a Product, a method or process for the manufacture
of a Product, a method or process for the use of an Agreement Material in or for
the manufacture of a Product, a Novel Material, or a Novel Process Technology;
(b) all divisions, substitutions, continuations, continuation-in-part
applications (provided the new matter in such continuation-in-part applications
results from inventions or discoveries conceived and reduced to practice as part
of a Project by a party or its Affiliates, or jointly by the parties or their
Affiliates), and reissues, re-examinations and term extensions of (a) above; and
(c) patents, utility models or similar grants of rights issuing on (a) or
(b).  Project Patents will not claim any Background Technology, any
Combinatorial Chemistry Technology or any Directed Research
Technology.





“Public Domain
Material” means
any Material that is publicly available and not the subject of a valid patent in
force at the time in question.





[ * ]





"[ * ]Project"
is described in Section 1.2(c) and means the project conducted under the ATTLA
as described in the research plan entitled [ * ].





“Research
Exclusivity Field” means [ * ], the corresponding field to
any Limited Extension Project, any New Project, or any other ATTLA Project
extended under Section 1.2(c)(ii).





“Research
Plan” means, with respect to a Project, a written plan as agreed by the
parties that describes the research and development activities to be conducted
by each party (including its Affiliates that have agreed to
participate).





"Research
Committee" is described in Section 7.1(a).





“Software”
means the machine readable, object code version of the Software described in
Exhibit D as they exist at the later of [ * ] or on the date on which
Support and Maintenance ends.





“Software
Customizations” means any and all improvements, additions, enhancements,
extensions, interfaces, resources, actions, changes, or modifications made by
EMRE, EMCC or their Majority-Owned Affiliates to the Software through use of the
documented customization capabilities of the Developer’s Kit
Software.





“Software
Roadmap” means a description of planned software development projects by
Symyx Software, including targeted scope and timing.





"Software
Committee" is described in Section 7.2.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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“Software
Update” means a revision, patch or workaround that is developed and
released by Symyx to address known technical issues in the Software or the
Developer’s Kit Software, but which does not contain new features or
enhancements.  Software Updates are a subset of Software
Upgrades.





“Software
Upgrades” means all revisions to the Software or the Developer’s Kit
Software that are developed by Symyx as described in Exhibit D and generally
released to its customers during the Software Support and Maintenance Period,
including any Developer’s Kit versions of the Software.  If a
Developer’s Kit version of the Software is delivered as an Upgrade, it will be
treated as Developer’s Kit Software under this Agreement.





“Standard Fully
Burdened Symyx FTE Cost Rate” with respect to tools means[ * ].




“Support and
Maintenance”means (i) support services consistent with Symyx Software’s usual
customer support policies, consisting of telephone and email access to Symyx
customer support, issue resolution, hot fixes to software, and service pack
releases when commercially released to customers, and, (ii) the right to receive
Software Upgrades.  The cost to plan, install and perform upgrades on
the server and clients would be priced separately at a rate of [ * ], plus expenses during the
Term..




“Symyx Proprietary
Fields” means
Materials and processes in the research areas set forth on Exhibit
J.





“Term”
means the term of this Agreement, which begins on the Effective Date and
continues through [ * ].





“Third
Party” means any
party other than Symyx and its Affiliates, EMRE, EMCC and their Affiliates, and
all of their successors and permitted assignees.





“Tools
Cost”means[ * ].





“Unpublished
Technology” means (a) Project Technology that has not been published by
mutual consent in accordance with Section 8 or in a published Project Patent or
Project Patent application and (b) Program Technology (as defined in the ATTLA)
that has not been published by mutual consent in accordance with Section 11.03
of the ATTLA or in a published Program Patent (as defined in the ATTLA) or a
Program Patent application.





“Warranty
Period” means
the warranty period for a particular Discovery Tools System as defined in the
applicable tools purchase agreement or under any extended warranty acquired
hereunder.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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-




Exhibit
B




[ * ]Terms




[ * ]




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


- 53
-




Exhibit
C




Tools
Costs




Per
Section 5.2, at the time that the specifications for a Discovery Tools System
are finalized, Symyx Tools will provide a detailed cost estimate of such
Discovery Tools System.  The cost estimate summary provided to EMRE,
EMCC or one of their Affiliate should be in a format consistent with this
Exhibit.  The details in this Exhibit are exemplary.  Symyx
will provide sufficient detail in the estimate in order for EMRE, EMCC or their
Affiliates to authorize construction of the tool.  The Cost Estimate
will include an Estimate Summary and an Estimate Basis Summary.  The
estimate will be sent to EMRE, EMCC or their Affiliate as appropriate with a
cover letter describing the Facility, Estimate Basis, Planned Delivery Date, Key
Construction milestones and any areas of concern associated with the cost
estimate.





[ * ].





[ * ]




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
D




Software
Specifications




Software
includes the most up-to-date version of any Symyx software product or software
functionality that has been supplied to ExxonMobil as of October 1, 2008
including those described below.  For clarity, this includes specific
products currently named as indicated below, and the software functionality
represented by the currently supplied software as described below, regardless of
name or trademark.  When a product is updated, or the functionality is
incorporated into a new product, Symyx will ensure the ability to import data
created by the predecessor software.




Library
Studio® – synthesis specification and visualization




Automation
Studio® – control of hardware devices, data capture, analysis, and
storage




Analysis
Studio - PolyView® – data querying, retrieval, visualization, export, and
reporting




Analysis
Studio - Spectra StudioTM –
comparison, visualization, grouping, and analysis of spectra or x-y data
sets




Vault
Data BrowserTM –
Web-based experiment reports




Developer
Kits – Documented Application Programmer Interfaces (APIs) for specific products
enabling the creation of extensions and integrations




Vault –
client application interface for data storage and querying




LabVIEW
Integration Kit – software that allows interface from National Instruments
LabVIEW to Symyx software for data storage




Vault
Replication – software to replicate selected or specific data, experiments,
and/or libraries from one Vault installation to another




[ * ]




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
E




Arbitration
Provisions




Dispute
Resolution




EMRE,
EMCC and Symyx agree to resolve any dispute arising out of or relating to this
Agreement by binding arbitration before a sole arbitrator pursuant to the CPR
Institute for Dispute Resolution (“CPR”)
Rules for Non-Administered Arbitration (“CPR
Rules”) as modified in this Exhibit.




1)
            Upon
      service of the notice of arbitration, either EMRE, or EMCC as the case may
      be or Symyx may request the CPR in writing to appoint an arbitrator with
      expertise in the disputed subject area to resolve the
      dispute.  The arbitrator selected must be a member of the
      Judicial Panel of the CPR and may not be an employee, director or
      shareholder of either EMRE, EMCC, Symyx or of their
      Affiliates.  Nothing in this provision limits the right of
      either ExxonMobil or Symyx to challenge the arbitrator pursuant to Rule 7
      of the CPR Rules.




2)
            Unless
      EMRE, EMCC  or Symyx otherwise agree, the arbitrator will use
      his or her best efforts to commence the evidentiary hearing(s) to resolve
      the dispute no later than[ * ] after his or her
      selection.  The hearing(s) will be held at a place agreed upon
      by the parties or, if they are unable to agree, at a place designated by
      the arbitrator.




3)
            The
      arbitration proceedings will be confidential as mandated by the CPR Rules,
      and the arbitrator will issue appropriate protective orders to safeguard
      the Confidential Information of the
parties.




4)
            Discovery,
      although permitted as described in this Exhibit, will be
      limited.  The arbitrator will permit discovery necessary for an
      understanding of any legitimate issue raised in the
      arbitration.  EMRE or EMCC as the case may be, or if both
      participate in an arbitration, then EMRE and EMCC together and Symyx will
      each be permitted to take the deposition of no more than [ * ]with each such
      deposition not to exceed[ * ] in
      length.  If the arbitrator believes that exceptional
      circumstances exist, and additional discovery is necessary for a full and
      fair resolution of the issue, the arbitrator may order such additional
      discovery as the arbitrator deems necessary.  At the hearing,
      EMRE and/or EMCC and Symyx may present testimony (either by live witness
      or deposition) and documentary evidence.  The arbitrator has
      sole discretion with regard to the admissibility of any evidence and all
      other materials relating to the conduct of the
  hearing.




5)
            At
      least [ * ] prior to the date set
      for the hearing, EMRE, EMCC and Symyx will submit to the other and to the
      arbitrator the following:




(a) a
list of all documents on which such party intends to rely in any oral or written
presentation to the arbitrator; and




(b) a
list of all witnesses, if any, such party intends to call at such hearing;
and




(c) a
brief summary of each witness’s testimony.




6)
            At
      least [ * ] prior to the hearing,
      EMRE or EMCC (as the case may be) and Symyx will submit to the arbitrator
      and to the other a brief addressing the evidence and issues to be
      resolved, together with a proposed ruling on each issue to be resolved and
      a proposed remedy.  Such pre-hearing briefs may not be more than
      [ * ], not including the
      appendix.  If the arbitrator determines that exceptional
      circumstances exist, the arbitrator may permits briefs of greater
      length.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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7)
            The
      arbitrator will rule on each disputed issue as expeditiously as
      possible.  The arbitrator must, in rendering the decision, apply
      the governing law as specified in Section 12.1 of the Agreement, without
      giving effect to its principles of conflicts of law.  The United
      States Arbitration Act governs the arbitration.  The arbitrator
      is not empowered with the remedy of termination of the Agreement, except
      consistent with the termination provisions of the
    Agreement.




8)
            Any
      judgment upon the award rendered by the arbitrator may be entered in any
      court of competent jurisdiction.




9)
            The
      arbitrator will have the option to assess costs and expenses, including
      attorneys’ fees, against one or both of ExxonMobil or Symyx, as the
      arbitrator deems appropriate.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
F




Drug
and Alcohol Policy




1.
            Symyx’
      employees, agents, and subcontractors (“Symyx Personnel”) should not be
      under the influence of, use, possess, distribute or sell alcoholic
      beverages, or illicit or controlled drugs for which the person has no
      valid prescription, use, possess, distribute or sell drug paraphernalia,
      or misuse legitimate prescription or over-the-counter drugs on or when
      handling real or tangible personal property of EMRE, EMCC or their
      Affiliates (“ExxonMobil
      Property”) or while providing services to third parties on behalf
      of EMRE or EMCC, subject to the provisions of 4 below.  Under
      the Influence means: (1) the presence of: (a) illicit or controlled drugs
      or mood or mind altering substances, (b) prescribed drugs that are used in
      a manner inconsistent with the prescription, (c) alcoholic beverages, or
      (d) metabolites of any of them in body fluids above the cut-off level
      established by Symyx’s Policy (defined below); and/or (2) the presence of
      any of those substances that affects an individual in any detectable
      manner.  The symptoms of influence may be, but are not limited
      to, slurred speech or difficulty in maintaining
  balance.




2.
            Symyx
      has adopted, or will adopt, its own policy to assure a drug and alcohol
      free work place on ExxonMobil Property (“Symyx’s
      Policy”).




3.
            Symyx
      will permanently remove any Symyx Personnel from any Projects who violates
      Paragraph 1 on ExxonMobil Property unless ExxonMobil and Symyx otherwise
      agree.




4.
            Symyx
      will remove any Symyx Personnel from ExxonMobil Property any time Symyx or
      EMRE or EMCC suspects that individual of alcohol/drug use, or any time an
      incident occurs where drug or alcohol use could have been a contributing
      factor.  An individual so removed will be allowed to return to
      ExxonMobil Property or providing services to third parties on behalf of
      EEMRE or EMCC only after Symyx conducts alcohol and drug testing on the
      individual as soon as possible following the individual’s removal, and
      Symyx certifies in writing the test identification number, the
      individual’s work identification number, the test date and time, and a
      negative test result.  On that written certification Symyx will
      include a consent signed by the individual permitting disclosure to EEMRE
      or EMCC of the test result.  The entity providing testing and
      related services must at a minimum satisfy U.S. Department of
      Transportation standards.  Symyx will not use an individual
      removed pursuant to this paragraph to perform work for EMRE or EMCC who
      either refuses to take, or tests positive in, any alcohol or drug
      test.




5.
            Symyx’s
      Policy and its implementation shall prohibit Symyx and Symyx Personnel
      from using, possessing, selling, manufacturing, distributing, concealing,
      or transporting on ExxonMobil Property any contraband, including firearms,
      ammunition, explosives, and
weapons.




6.
            Either
      EMRE or EMCC may, without prior notice, search the person, possessions,
      and vehicles of Symyx Personnel on ExxonMobil Property.  Any
      person who refuses to cooperate with such search will be removed from
      ExxonMobil Property and not allowed to
return.




7.
            Symyx
      will comply with all applicable drug and alcohol related laws and
      regulations, e.g., United States Department of Transportation regulations,
      United States Department of Defense Drug-Free Workplace Act of
      1988.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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8.
            Either
      EMRE or EMCC shall have the right to review Symyx’s Policy and to verify
      that Symyx’s Policy and enforcement thereof is acceptable to its
      management.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
G




Workplace
Harassment Policy




Symyx,
its employees, agents and subcontractors shall follow certain standards of
conduct while performing services for or communicating with employees, agents,
customers and other contractors of EMRE, EMCC and their
Affiliates.  EMRE, EMCC and their Affiliate personnel shall follow the
same standards of conduct in their interaction with Symyx
personnel.  A summary of ExxonMobil's policy is included in the
attached memorandum.  Symyx will inform each of its employees, agents,
and subcontractors who perform, or will perform services for EMRE, EMCC and
their Affiliates of these expectations and provide each with a copy of the
attached memorandum.  Symyx will promptly notify the contact for the
applicable services of any report or complaint of harassment or of any violation
of the standards of conduct.  Symyx will cooperate with EMRE, EMCC and
their Affiliates in any investigation.  None of EMRE, EMCC or their
Affiliates nor Symyx will retaliate against anyone who reports an incident of
harassment or who cooperates in any investigation of such
incidents.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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MEMORANDUM
      TO:
            Symyx
      Personnel Performing Services for EMRE, EMCC and their
      Affiliates





FROM:
            EMRE
      and EMCC





SUBJECT:
            ExxonMobil
      Harassment Policy and Complaint Resolution
  Process





In
providing services for EMRE, EMCC or their  Affiliates, you need to
understand our expectations regarding the subject matter:





Symyx's
employees, agents, and subcontractors are prohibited from engaging in any act of
harassment toward employees, suppliers, customers, or other contractor employees
of EMRE, EMCC and their Affiliates





Employees,
agents, and contractors of EMRE, EMCC and their Affiliates





are
prohibited from engaging in any act of harassment toward other employees,
suppliers, customers, or contractor employees, including employees, agents, and
subcontractors of Symyx.





OurHarassment in
the Workplace Policy prohibits all forms of unlawful harassment based on
race, color, sex, religion, national origin, citizenship, age, disability or
veteran status.  In addition, ExxonMobil's policy prohibits all other
forms of harassment, which, while not unlawful, are considered inappropriate in
a business setting.  We will not tolerate harassment in the workplace,
whether committed by or directed at employees, contractors, suppliers, or
customers.  Symyx personnel who violate the policy are subject to
removal from work assignments for EMRE, EMCC and their
Affiliates.





Examples
of behaviors prohibited by ExxonMobil's policy include:





Racial or
ethnic jokes, slurs, epithets, cartoons or graffiti





Sexually
graphic comments, epithets, pictures, cartoons, gestures or
graffiti





Taunting
on the basis of actual or perceived sexual orientation





Repeated
use of demeaning or degrading comments based on individual
characteristics





Repeated
use of offensive profanity or intimidating behaviors like yelling or throwing
objects





Threats
of harm, violence, or assault





Unwanted
sexual flirtations or unwelcome, unnecessary touching





Requesting
sexual favors in return for a tangible employment action





If you
are the victim of harassment in the workplace or if you witness any incident of
harassment, you should immediately report the incident to a supervisor or
management representative of Symyx and to the EMRE or EMCC representative for
whom you are performing services, as appropriate.  If, for any reason,
you do not feel comfortable discussing the matter with your supervisor or the
EMRE or EMCC representative, you should bring the matter to the attention of
Symyx's Human Resources Department, to your second-tier supervisor or any
manager at Symyx.  The important thing is that you bring the matter to
Symyx’s attention promptly so that any concern of harassment can be investigated
and addressed appropriately. EMRE and EMCC will collaborate with a management
representative of Symyx to investigate the reported policy violation and
initiate action needed to appropriately address the complaint.  None
of the parties will retaliate against anyone who reports an incident of
harassment or who cooperates in any investigation of such
incidents.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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A copy of
this letter has been provided to a management representative of Symyx so that
he/she is knowledgeable of the standard of conduct expected on EMRE, EMCC or
their Affiliates premises or while performing work for EMRE, EMCC or their
Affiliates.  You are encouraged to become familiar with the provisions
of this letter and the complaint reporting procedures of both Symyx, EMRE and
EMCC.





If you
have any questions about this letter, please contact Symyx, the ExxonMobil
representative for whom you perform work or a representative of the EMRE or
EMCC’s Human Resources Department.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
H




Field
of Rights




[ * ]




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
I




Lead
Material Confirmation




1.   
        When Symyx has identified a
Material or family of Materials that it believes may meet the established
criteria for a Lead Material in a particular Field of Right it will provide the
data and results supporting such conclusion to the Research
Committee.  Examples of target criteria for Lead Materials are or will
be set forth in the Lead Material Criteria Section of the applicable Research
Plan.





2.     
      (a) Except as provided in Section
2(b) below, after the identification of any potential Lead Material, at EMRE or
EMCC’s request, Symyx will prepare and deliver to the requesting party
reasonable gram quantities of Lead Material(s), which either EMRE or EMCC as
appropriate will use in confirming whether such potential Lead Material meets
the applicable lead criteria.  Further, Symyx will communicate to EMRE
or EMCC as appropriate in writing the materials and conditions used to
synthesize the potential Lead Materials.  EMRE and EMCC will use
commercially reasonable efforts to confirm whether such potential Lead Material
meets the applicable lead criteria within [ * ]of delivery of the potential
Lead Material by Symyx, or such other reasonable period of time as the parties
may agree at the time of the transfer.  In certain circumstances,
confirmation may be required in a pilot plant which may result in confirmation
longer than [ * ].  Symyx will use
commercially reasonable efforts to provide quantities in such amounts as the
Research Committee may determine is reasonably required by EMRE or EMCC for
testing, and will notify EMRE or EMCC as appropriate if it is not commercially
reasonable to provide such quantities, in which case the
relevant  parties agree to meet and discuss how to proceed with
respect to such Lead Material.





(b) Symyx will advise EMRE or
EMCC if it is not capable of providing reasonable gram quantities of a
particular Lead Material for testing.  In such event, either EMRE or
EMCC as appropriate will have sole responsibility for preparing larger
quantities of the potential Lead Material for testing to confirm whether such
potential Lead Material meets the applicable lead criteria.  Any
additional knowledge or technology developed during such scale-up of the
potential Lead Material will be ExxonMobil Confidential Information and is
specifically not considered Project Technology.  The relevant party,
EMRE or EMCC, will notify Symyx when sufficient Material has been prepared by
them for testing.  If preparation of larger quantities is reasonably
anticipated to take longer than [ * ], The relevant party, EMRE or
EMCC,  will notify Symyx and the parties will meet and discuss how to
proceed.  Within [ * ] of preparation by EMRE or
EMCC of sufficient Material for testing, or such other period of time as the
parties may agree at the time of notification of preparation of test quantities,
EMRE or EMCC  will use commercially reasonable efforts to confirm
whether such potential Lead Material meets the applicable lead
criteria.





3.       
    The appropriate Research Committee will review the
results provided with respect to a potential Lead Material, and if the Research
Committee determines that such results indicate that the applicable lead
criteria have been satisfied, then such Material will be deemed to be confirmed
as a Lead Material for all purposes of this Agreement.





4.       
     If the Research Committee requests further
information or the conduct of further studies to confirm whether a potential
Lead Material meets the applicable lead criteria, the relevant parties will use
commercially reasonable efforts to prepare any such information and conduct such
studies.




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
J




Symyx
Proprietary Fields[1]




[ * ]







[ * ]




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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Exhibit
K




Optional
Fields




[ * ]




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




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Exhibit
L




Ancillary
Software








The
ancillary software specified in Section 3.13[ * ].




[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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Exhibit
M




ExxonMobil
Strategic Confidential Information in Discovery Tools Systems




Symyx
acknowledges ExxonMobil's claims of ExxonMobil Strategic Confidential
Information in the following Discovery Tools Systems developed in whole or in
part under the ATTLA:




[ * ].






[
* ] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


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