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; (C) ATTEMPT TO, OR PERMIT ANY PARTY
TO, THROUGH ANY MEANS, 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 (EXCEPT AS PERMITTED IN SECTIONS 5.3 AND 5.4);
OR (E) REMOVE ANY COPYRIGHT, TRADEMARK OR PATENT NOTICES THAT APPEAR ON THE
SOFTWARE OR THE DEVELOPER'S KIT SOFTWARE AS DELIVERED TO TDCC. TDCC SHALL TAKE
REASONABLE STEPS TO LIMIT ACCESS TO THE SOFTWARE, DEVELOPER'S KIT SOFTWARE, OR
ANY SOFTWARE CUSTOMIZATION TO EMPLOYEES OF TDCC AND AFFILIATES TO WHICH RIGHTS
HAVE BEEN EXTENDED PURSUANT TO SECTION 5.10 AND INDEPENDENT CONTRACTORS NOTIFIED
TO SYMYX IN WRITING TO WHOM SYMYX HAS NO REASONABLE OBJECTION.
5.10
RIGHT TO EXTEND LICENSES TO AFFILIATES.
TDCC
SHALL HAVE THE RIGHT TO EXTEND THE LICENSES AND OTHER RIGHTS GRANTED TO TDCC IN
THIS ARTICLE 5 TO ANY OF ITS AFFILIATES (BUT SUCH AFFILIATES SHALL HAVE NO RIGHT
TO GRANT ANY FURTHER EXTENSIONS), PROVIDED THAT TDCC SHALL NOT THEN BE IN
DEFAULT WITH RESPECT TO ANY OF ITS OBLIGATIONS TO SYMYX UNDER THIS ARTICLE 5 OR
RELATED PAYMENT OBLIGATIONS UNDER SECTIONS 8.2 OR 8.4.
ANY SUCH EXTENSION SHALL
BE IN WRITING AND SHALL BE ACCEPTED IN WRITING BY SUCH AFFILIATE.
A COPY OF
SUCH WRITING SHALL BE PROVIDED TO SYMYX UPON REQUEST.
ALL OF THE OBLIGATIONS
AND RESTRICTIONS IMPOSED ON TDCC IN THIS AGREEMENT WITH RESPECT TO THE SOFTWARE
AND THE DEVELOPER'S KIT SOFTWARE SHALL APPLY TO SUCH AFFILIATE TO THE SAME
EXTENT AS THEY APPLY TO TDCC AND THE OPERATIONS OF SUCH AFFILIATE SHALL BE
DEEMED TO BE THE OPERATIONS OF TDCC FOR PURPOSES OF THESE OBLIGATIONS.
TDCC
SHALL ACCOUNT THEREFORE AND BE PRIMARILY RESPONSIBLE FOR THE PERFORMANCE BY SUCH
AFFILIATE OF ALL OF ITS OBLIGATIONS HEREUNDER, IF THE AFFILIATE FAILS TO
COMPLY.
A LICENSE EXTENDED UNDER THIS SECTION SHALL TERMINATE FOR A GIVEN
ENTITY AT THE TIME SUCH ENTITY CEASES TO BE AN AFFILIATE IF NOT EXPIRING OR
TERMINATED SOONER UNDER THE TERMS OF THIS AGREEMENT, BUT TDCC SHALL HAVE THE
RIGHT TO END SUCH USE OVER A REASONABLE TIME PERIOD AFTER THE ENTITY CEASES TO
BE AN AFFILIATE, NOT TO EXCEED *, IN ORDER TO TRANSITION THE FORMER AFFILIATE TO
OTHER SOFTWARE.
Confidential
24
5.11
AFTER PROGRAM TERM.
AT THE END OF THE PROGRAM
TERM, ALL RIGHTS GRANTED TO TDCC AND ITS AFFILIATES PURSUANT TO THIS ARTICLE 5
SHALL TERMINATE AND REVERT TO SYMYX AND TDCC AND ITS AFFILIATES SHALL
DISCONTINUE ALL USE OF THE SOFTWARE AND THE DEVELOPER'S KIT SOFTWARE, REMOVE
SUCH SOFTWARE AND DEVELOPER'S KIT SOFTWARE FROM ALL WORKSTATIONS, EXCEPT AS
PERMITTED BY ARTICLE 7, AND DELIVER TO SYMYX ALL PORTIONS AND COPIES OF THE
SOFTWARE AND DEVELOPER'S KIT SOFTWARE AND ANY PROPRIETARY MATERIALS OF SYMYX
RELATED THERETO THAT MAY