PROGRAM, RELATED DISCOVERY TOOLS SYSTEMS EFFORTS, AND
SOFTWARE DEPLOYMENT PLAN THAT IS TERMINATED, CONSISTENT WITH THE GENERAL
PRINCIPLES OF SECTION 15.6.
Confidential
51
15.6
EFFECT OF TERMINATION.
15.6.1
ACCRUED RIGHTS AND OBLIGATIONS.
TERMINATION OF THIS
AGREEMENT FOR ANY REASON SHALL NOT RELEASE EITHER PARTY HERETO FROM ANY
LIABILITY OR OBLIGATION THAT, AT THE TIME OF SUCH TERMINATION, HAS ALREADY
ACCRUED TO THE OTHER PARTY OR THAT IS ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH
TERMINATION NOR PRECLUDE EITHER 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.
15.6.2
RETURN OF CONFIDENTIAL INFORMATION.
UPON ANY
TERMINATION OF THIS AGREEMENT, TDCC AND SYMYX SHALL PROMPTLY RETURN TO THE OTHER
ALL CONFIDENTIAL INFORMATION RECEIVED FROM THE OTHER PARTY (EXCEPT ONE COPY OF
WHICH MAY BE RETAINED FOR ARCHIVAL PURPOSES AND ENSURING COMPLIANCE WITH THE
PROVISIONS OF ARTICLE 12), AND FURTHER EXCEPT CONFIDENTIAL INFORMATION INCLUDING
PROGRAM TECHNOLOGY THAT THE PARTY MAY HAVE A LICENSE TO CONTINUE TO USE AFTER
TERMINATION.
15.6.3
TERMINATION OF THE RESEARCH PROGRAM, WORK ON DISCOVERY
TOOLS SYSTEMS AND/OR SOFTWARE DEPLOYMENT PLAN. IN THE EVENT THE RESEARCH
PROGRAM, WORK ON DISCOVERY TOOLS SYSTEMS AND/OR THE SOFTWARE DEPLOYMENT PLAN IS
PROPERLY TERMINATED AS PROVIDED IN SECTIONS 15.2.1, 15.2, 15.3, 15.4 OR 15.5,
TDCC SHALL HAVE NO FURTHER OBLIGATION TO MAKE THE PAYMENTS OTHERWISE DUE TO
SYMYX UNDER SECTIONS 8.1, 8.2,
AND/OR 8.3, AS APPLICABLE TO THE PORTION
TERMINATED, FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION, PROVIDED THAT TDCC
SHALL PAY ALL COSTS OF THE RESEARCH PROGRAM AND/OR THE SOFTWARE DEPLOYMENT PLAN
THROUGH THE DATE OF TERMINATION (I.E., IF THE DATE OF TERMINATION IS PRIOR TO A
QUARTERLY PAYMENT DATE, TDCC SHALL PAY THE PRORATED AMOUNT DUE FOR SUCH QUARTER
THROUGH THE DATE OF TERMINATION), AND PROVIDED FURTHER, UPON PROPER TERMINATION
OF WORK ON DISCOVERY TOOLS SYSTEMS, TDCC WILL NOTIFY SYMYX IT WILL EITHER: (I)
AUTHORIZE THE COMPLETION OF DELIVERY OF ANY DISCOVERY TOOLS SYSTEM IN PROGRESS
PURSUANT TO ARTICLE 7 SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND THE
AGREEMENT WITH RESPECT TO SUCH DISCOVERY TOOLS SYSTEM, (II) STOP ANY FURTHER
WORK ON ANY DISCOVERY TOOLS SYSTEM IN PROGRESS AND PAY TO SYMYX DTOOLS *, IN
WHICH CASE SYMYX SHALL PROVIDE TO TDCC ALL MATERIALS CONSTITUTING WORK IN
PROGRESS OR COMPLETED PAID FOR BY TDCC IN ACCORDANCE THEREWITH, OR (III)
AUTHORIZE SYMYX TO CONTINUE WORK ONLY TO A DEFINED POINT WHERE THE MATERIALS
CONSTITUTING THE WORK IN PROGRESS SHALL THEN BE DELIVERED TO TDCC WITH PAYMENT
THEN DUE AS IN (II) ABOVE.
IN THE EVENT OF TERMINATION OF THE RESEARCH
PROGRAM, THE RELATED PROVISIONS IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
SECTION 2.3.1, THE SECOND TO THE LAST SENTENCE OF SECTION 2.3.3 AND SECTION 2.5,
SHALL TERMINATE.
ON REQUEST FROM TDCC, SYMYX TECH SHALL ENGAGE IN AN ORDERLY
TRANSFER TO TDCC OF INFORMATION AND DATA FROM THE PROGRAM TECHNOLOGY DEVELOPED
BEFORE THE EFFECTIVE DATE OF A TERMINATION OF THE RESEARCH PROGRAM.
IT IS
UNDERSTOOD AND AGREED