IN THIS
SECTION 14.2: (A) SHALL APPLY REGARDLESS OF ANY INSURANCE COVERAGE OF THE
INDEMNIFYING PARTY AND (B) SHALL APPLY WHEN THE THIRD PARTY ASSERTING THE CLAIM,
SUIT, ACTION, DEMAND OR JUDGMENT UNDER THIS SECTION 14.2 IS A PARTY PROVIDING
INSURANCE TO THE INDEMNIFYING PARTY.
14.3
PROCEDURE.
IN THE EVENT THAT ANY "INDEMNITEE"
(EITHER A TDCC INDEMNITEE AS DESCRIBED IN SECTION 14.2 OR A SYMYX INDEMNITEE AS
DESCRIBED IN SECTION 14.1) INTENDS TO CLAIM INDEMNIFICATION UNDER THIS
ARTICLE 14 IT SHALL PROMPTLY NOTIFY THE OTHER PARTY IN WRITING OF SUCH ALLEGED
LIABILITY.
THE INDEMNIFYING PARTY SHALL HAVE THE RIGHT TO CONTROL THE DEFENSE
THEREOF WITH COUNSEL OF ITS CHOICE THAT IS REASONABLY ACCEPTABLE TO INDEMNITEE;
PROVIDED, HOWEVER, THAT ANY INDEMNITEE SHALL HAVE THE RIGHT TO RETAIN ITS OWN
COUNSEL AT ITS OWN EXPENSE FOR ANY REASON.
THE AFFECTED INDEMNITEE SHALL GIVE
REASONABLE COOPERATION TO THE INDEMNIFYING PARTY AND ITS LEGAL REPRESENTATIVES
IN THE INVESTIGATION OF ANY ACTION, CLAIM OR LIABILITY COVERED BY THIS
ARTICLE 14.
THE INDEMNIFICATION UNDER THIS ARTICLE 14 SHALL NOT APPLY TO
AMOUNTS PAID BY AN INDEMNITEE IN SETTLEMENT OF ANY LIABILITIES IF SUCH
SETTLEMENT IS EFFECTED WITHOUT THE CONSENT OF THE INDEMNIFYING PARTY, WHICH
CONSENT SHALL NOT BE WITHHELD UNREASONABLY.
THE FAILURE OF THE INDEMNITEE TO
DELIVER NOTICE TO THE INDEMNIFYING PARTY WITHIN A REASONABLE TIME AFTER
COMMENCEMENT OF A CLAIM OR ACTION, IF PREJUDICIAL TO THE ABILITY TO DEFEND SUCH
CLAIM OR ACTION, SHALL RELIEVE THE INDEMNIFYING PARTY OF ANY LIABILITY UNDER
THIS ARTICLE 14 TO THE EXTENT OF SUCH PREJUDICE.
THE INDEMNIFYING PARTY WILL
NOT BE LIABLE TO PAY LEGAL COSTS AND ATTORNEY'S FEES INCURRED BY THE INDEMNITEE
IN ESTABLISHING ITS CLAIM FOR INDEMNIFICATION.
Article 15
TERM AND TERMINATION
15.1
TERM OF AGREEMENT.
THE TERM OF THIS AGREEMENT
SHALL COMMENCE ON THE EFFECTIVE DATE, AND SHALL CONTINUE IN FULL FORCE AND
EFFECT THROUGH THE END OF THE PROGRAM TERM, SUBJECT TO SURVIVAL OF RIGHTS AS
PROVIDED IN SECTION 15.7 AND RIGHTS THAT MAY CONTINUE UNDER SECTION 5.11,
SECTION 6.6 OR SECTION 15.6.
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15.2
BREACH.
15.2.1
TERMINATION FOR BREACH.
IN THE EVENT THAT EITHER PARTY
SHALL HAVE MATERIALLY BREACHED OR DEFAULTED IN THE PERFORMANCE OF ANY OF ITS
MATERIAL OBLIGATIONS HEREUNDER, AND SUCH DEFAULT SHALL HAVE CONTINUED FOR *
AFTER WRITTEN NOTICE THEREOF WAS PROVIDED BY THE NON-BREACHING PARTY, THE
NON-BREACHING PARTY MAY ELECT TO TERMINATE ONLY THAT PORTION OF THE AGREEMENT TO
WHICH THE BREACH PERTAINS, IF THE BREACH RELATES ONLY TO ONE OF THE RESEARCH
PROGRAM, THE DISCOVERY TOOLS SYSTEMS OR THE SOFTWARE, UPON WRITTEN NOTICE TO THE
OTHER PARTY CLEARLY STATING THE NON-BREACHING PARTY'S ELECTION. TERMINATION
SHALL HAVE THE EFFECTS SET FORTH IN SECTION 15.6.
TERMINATION OF THE PORTION OF
THE AGREEMENT INVOLVED IN THE BREACH SHALL BECOME EFFECTIVE AT THE END OF SUCH *
PERIOD UNLESS THE BREACHING PARTY (OR ANY OTHER PARTY ON ITS BEHALF) HAS CURED
ANY SUCH BREACH OR DEFAULT PRIOR TO THE EXPIRATION OF THE * PERIOD OR THE
NON-BREACHING PARTY ELECTS NOT TO