THAT SYMYX SHALL HAVE THE RIGHT, IN ITS DISCRETION, TO
CONTINUE RESEARCH ACTIVITIES IN THE FIELD, EITHER ON ITS OWN OR WITH A THIRD
PARTY, FOLLOWING
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ANY SUCH TERMINATION, SUBJECT TO THE LICENSES TDCC RETAINS UNDER ARTICLE 4. IN
THE EVENT OF A PROPER TERMINATION OF THE SOFTWARE DEPLOYMENT PLAN, TDCC MAY
ELECT TO RETAIN FOR * THE RIGHTS AS PROVIDED IN ARTICLE 5 (OTHER THAN
SECTION 5.1) TO THE SOFTWARE AND THE DEVELOPER'S KIT SOFTWARE AND THE
INTELLICHEM PRODUCTS (IF THE LICENSE PROVIDED IN SECTION 5.12 HAS BEEN GRANTED)
AS THEY EXIST ON THE DATE OF THE TERMINATION OF THE RESEARCH PROGRAM, WITHOUT
FURTHER SOFTWARE UPGRADES OR SOFTWARE UPDATES OR SUPPORT, PROVIDED TDCC
CONTINUES TO BE RESPONSIBLE FOR ALL PAYMENTS SET FORTH IN SECTION 8.4; IF TDCC
DOES NOT SO ELECT OR AT THE END OF SUCH ELECTION, THE SOFTWARE LICENSES PURSUANT
TO ARTICLE 5 SHALL TERMINATE AND TDCC AND ITS AFFILIATES SHALL IMMEDIATELY
DISCONTINUE ALL USE OF THE SOFTWARE, THE DEVELOPER'S KIT SOFTWARE, THE
INTELLICHEM PRODUCTS AND ALL SOFTWARE CUSTOMIZATIONS, REMOVE THE SOFTWARE, THE
DEVELOPER'S KIT SOFTWARE, THE INTELLICHEM PRODUCTS AND ALL SOFTWARE
CUSTOMIZATIONS FROM ALL WORKSTATIONS, AND DELIVER TO SYMYX ALL PORTIONS AND
COPIES OF THE SOFTWARE, THE DEVELOPER'S KIT SOFTWARE, THE INTELLICHEM PRODUCTS
AND ANY SOFTWARE DOCUMENTATION PROVIDED BY SYMYX THAT MAY BE IN THEIR
POSSESSION. TDCC'S OBLIGATIONS TO MAKE PAYMENTS UNDER SECTION 8.4 SHALL END WITH
THE TERMINATION OF THE RIGHTS UNDER ARTICLE 5 TO USE SOFTWARE AND INTELLICHEM
PRODUCTS.
TDCC'S RIGHTS TO USE SOFTWARE WITH DISCOVERY TOOLS SYSTEMS SHALL NOT
BE TERMINATED BY TERMINATION OF THE SOFTWARE DEPLOYMENT PLAN.
15.6.4
REFUND OF CERTAIN PAYMENTS.
IN THE EVENT THAT THE
RESEARCH PROGRAM AND/OR THE SOFTWARE DEPLOYMENT PLAN IS PROPERLY TERMINATED
PURSUANT TO SECTION 15.2.1, 15.2, 15.3, 15.4 OR 15.5, SYMYX WILL REFUND TO TDCC
A PRO RATA AMOUNT OF FUNDING PAID IN ADVANCE BY TDCC PURSUANT TO SECTIONS 8.1
AND/OR 8.2, IF ANY, AS APPLICABLE, FOR PERIODS AFTER THE EFFECTIVE DATE OF
TERMINATION OF THE RELATED PART OF THE AGREEMENT.
15.6.5
LICENSES. IN THE EVENT OF ANY TERMINATION OR EXPIRATION
OF THIS AGREEMENT OR PORTIONS THEREOF AS SET FORTH IN THIS ARTICLE 15, THE
LICENSES AND RIGHTS SET FORTH IN ARTICLES 4 AND 10 SHALL CONTINUE IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT (INCLUDING THE ROYALTY OBLIGATIONS OF THIS
AGREEMENT), EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15.2.1.
ANY TERMINATION OF
THE RESEARCH PROGRAM WILL TERMINATE FURTHER WORK ON THE RESEARCH PROGRAM, BUT
DOES NOT TERMINATE RIGHTS OR LICENSES UNDER SECTION 4.1, SUBLICENSES IN
SECTION 4.2 AND RIGHTS IN JOINT INVENTIONS UNDER SECTION 4.4 WITH RESPECT TO ALL
PROGRAM TECHNOLOGY AS OF OR PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION.
TERMINATION WITH RESPECT TO DISCOVERY TOOLS SYSTEMS TERMINATES WORK ON MATERIALS
NOT YET DELIVERED (SUBJECT TO SECTION 15.6.3), BUT TDCC WILL RETAIN RIGHTS UNDER
ARTICLE 7 WITH RESPECT TO ANY DISCOVERY TOOLS SYSTEMS DELIVERED PRIOR TO
TERMINATION (OR AFTER TERMINATION AS SET FORTH IN SECTION 15.6.3).
15.6.6
Article 6.
The