COLLABORATION IN SUCH SECONDARY FIELD.
IF TDCC AND SYMYX AGREE TO
ESTABLISH SUCH A COLLABORATION, THEN SUCH SECONDARY FIELD SHALL BECOME PART OF
THE FIELDS (AND SHALL NO LONGER BE A SECONDARY FIELD).
IF THE PARTIES HAVE NOT
AGREED TO ESTABLISH SUCH A COLLABORATION WITHIN SUCH * PERIOD, SYMYX SHALL BE
FREE TO ENGAGE IN A COLLABORATION IN SUCH SECONDARY FIELD WITH A THIRD PARTY,
AND IN SUCH EVENT, SUCH SECONDARY FIELD SHALL THEREAFTER BE EXCLUDED FROM BOTH
THE SECONDARY FIELDS AND THE FIELDS.
NOTWITHSTANDING THE ABOVE, IN THE EVENT
THAT TDCC, DURING THE PROGRAM TERM, KNOWINGLY IN COLLABORATION WITH ANY THIRD
PARTY CONDUCT RESEARCH ACTIVITIES USING COMBINATORIAL CHEMISTRY METHODS WITH
RESPECT TO ANY OF THE SECONDARY FIELDS, TDCC SHALL PROMPTLY NOTIFY SYMYX IN
WRITING AND SUCH SECONDARY FIELD SHALL THEREAFTER BE EXCLUDED FROM BOTH THE
SECONDARY FIELDS AND THE FIELDS, PROVIDED THAT THIS SENTENCE SHALL NOT APPLY TO
THE USE BY TDCC OF DISCOVERY TOOLS SYSTEMS PURCHASED AND LICENSED HEREUNDER OR
PREVIOUSLY PURCHASED AND LICENSED FROM SYMYX.
2.6
RESEARCH RECORDS.
SYMYX TECH AND TDCC SHALL
MAINTAIN RECORDS OF THE RESEARCH PROGRAM (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 IN THE PERFORMANCE OF THE RESEARCH
PROGRAM (INCLUDING INFORMATION SUFFICIENT TO ESTABLISH DATES OF CONCEPTION AND
REDUCTION TO PRACTICE OF INVENTIONS).
ACCESS TO SUCH RECORDS SHALL BE GRANTED
AS PROVIDED IN SECTIONS 8.9 AND 10.2.
2.7
DEVELOPMENT AND COMMERCIALIZATION OF
AGREEMENT COMPOUNDS AND PRODUCTS.
TDCC AND ITS AFFILIATES SHALL BE RESPONSIBLE
FOR ALL EXPENSES INCURRED FOR THE DEVELOPMENT AND COMMERCIALIZATION OF AGREEMENT
COMPOUNDS AND PRODUCTS BY TDCC AND ITS AFFILIATES UNDER THE TERMS OF THIS
AGREEMENT.
2.8
THIRD PARTY CLAIMS.
IN THE EVENT THAT TDCC
OR SYMYX RECEIVES A WRITTEN NOTICE FROM ANY THIRD PARTY ALLEGING PATENT
INFRINGEMENT, MISAPPROPRIATION OF TRADE SECRETS, OR OTHER VIOLATION OF
INTELLECTUAL PROPERTY RIGHTS, BASED ON RESEARCH ACTIVITIES IN THE RESEARCH
PROGRAM OR POTENTIAL COMMERCIALIZATION OF RESULTS OF THE RESEARCH PROGRAM, SUCH
PARTY SHALL PROMPTLY NOTIFY THE OTHER.
SYMYX AND TDCC SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO DETERMINE HOW THE OBJECTIVES OF ANY
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RESEARCH PROGRAM INVOLVED MAY BE ACHIEVED WITHOUT EXCESSIVE RISKS OR COSTS,
INCLUDING POTENTIAL SETTLEMENT WITH THE THIRD PARTY.
SYMYX AND TDCC, UPON
ADVICE OF COUNSEL, SHALL EACH HAVE THE RIGHT, IN ITS DISCRETION, TO CEASE TO
CONDUCT ANY RESEARCH ACTIVITIES THAT ARE THE SUBJECT OF SUCH CLAIM WITHOUT
LIABILITY TO THE OTHER PARTY; PROVIDED, HOWEVER, THAT IF TDCC OR SYMYX ACQUIRES
A LICENSE TO PERMIT THE CONDUCT OF SUCH ACTIVITIES, AND/OR IF TDCC AND SYMYX
MUTUALLY AGREE IN WRITING UPON TERMS OF INDEMNIFICATION FOR CONDUCT OF SUCH
ACTIVITIES, THEN THE PARTIES WILL RESUME OR CONTINUE, AS APPROPRIATE, SUCH
ACTIVITIES IN ACCORDANCE WITH THE RESEARCH PLAN AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT.
IN THE EVENT A PARTY DECIDES TO CEASE TO CONDUCT ANY RESEARCH
ACTIVITIES PURSUANT TO THIS SECTION 2.8, SYMYX AND TDCC SHALL ENDEAVOR TO CHANGE
OR MODIFY THE FIELDS