HELD TO BE INVALID OR UNENFORCEABLE
BY A COURT OF COMPETENT JURISDICTION, SYMYX AGREES TO GRANT, AND HEREBY GRANTS,
TO TDCC A NONEXCLUSIVE, ROYALTY BEARING, LIMITED LICENSE TO MAKE OR HAVE MADE
SUCH CONSUMABLES SOLELY FOR TDCC'S INTERNAL RESEARCH AND DEVELOPMENT ACTIVITIES
ONLY IN CONNECTION WITH THE OPERATION OF THE DISCOVERY TOOLS SYSTEM.
IN THE
EVENT TDCC ELECTS TO HAVE SUCH CONSUMABLES MADE FOR IT BY A THIRD PARTY UNDER
SUCH
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LICENSE, THE CONTRACT WITH THE THIRD PARTY TO SUPPLY CONSUMABLES WILL SPECIFY
THAT THE LICENSE IS ONLY TO MAKE AND SELL THESE LICENSED CONSUMABLES FOR THE USE
AND BENEFIT OF TDCC AND TDCC AFFILIATES.
THE PARTIES AGREE TO DOCUMENT THE
TERMS OF SUCH A LICENSE IN GOOD FAITH, WITH SUCH ROYALTY NOT EXCEEDING *.
7.10
LEGEND.
ALL COPIES OF THE DISCOVERY TOOLS
SYSTEMS DELIVERED HEREUNDER AND ANY ACCOMPANYING SOFTWARE AND RELATED
DOCUMENTATION SHALL INCLUDE SYMYX'S COPYRIGHT, TRADEMARKS, PATENT NUMBERS AND
OTHER PROPRIETARY NOTICES IN THE MANNER IN WHICH SUCH NOTICES WERE PLACED BY
SYMYX ON SUCH SOFTWARE AND DOCUMENTATION. FURTHER, SYMYX MAY LABEL THE DISCOVERY
TOOLS SYSTEMS WITH A PERMANENT NON-ERASABLE IDENTIFICATION LABEL INCLUDING BUT
NOT LIMITED TO SYMYX'S NAME, SYMYX'S MODEL NUMBER, A SEQUENTIAL SERIAL NUMBER IN
SYMYX'S STANDARD FORMAT, LOT CODE IDENTIFIER, DATE OF MANUFACTURE, LOCATION
MANUFACTURED AND SPECIFICATION VERSION TO WHICH THE DISCOVERY TOOLS SYSTEM WAS
MANUFACTURED. TDCC SHALL NOT KNOWINGLY REMOVE, OBSCURE, OR ALTER SYMYX'S
COPYRIGHT NOTICES, TRADEMARKS, PATENT NUMBERS OR OTHER PROPRIETARY RIGHTS
NOTICES AFFIXED TO OR CONTAINED WITHIN THE DISCOVERY TOOLS SYSTEMS AND ANY
ACCOMPANYING SOFTWARE AND RELATED DOCUMENTATION.
7.11
LIMITED SYSTEM WARRANTY.
SYMYX DTOOLS
WARRANTS TO TDCC THAT THAT EACH DISCOVERY TOOLS SYSTEM SOLD AND LICENSED BY
SYMYX DTOOLS HEREUNDER SHALL CONFORM IN ALL MATERIAL RESPECTS WITH THE
SPECIFICATIONS FOR SUCH SYSTEM FOR A * WARRANTY PERIOD ("WARRANTY PERIOD").
THE
WARRANTY PERIOD SHALL NOT COMMENCE UNTIL THE COMPLETION OF RE-ASSEMBLY OF THE
DISCOVERY TOOLS SYSTEM AT THE SITE OF TDCC OR THE TDCC AFFILIATE TAKING
DELIVERY. SYMYX DOES NOT WARRANT THAT ANY DISCOVERY TOOLS SYSTEM WILL MEET
TDCC'S REQUIREMENTS OR THAT THE OPERATION OF ANY DISCOVERY TOOLS SYSTEM WILL BE
UNINTERRUPTED OR ERROR FREE OR THAT ANY DISCOVERY TOOLS SYSTEM WILL BE
COMPATIBLE WITH OTHER HARDWARE OR SOFTWARE THAT TDCC MAY ELECT TO OPERATE WITH
ANY DISCOVERY TOOLS SYSTEM.
IF ANY DISCOVERY TOOLS SYSTEM DOES NOT MEET THE
WARRANTY SPECIFIED ABOVE DURING THE WARRANTY PERIOD, SYMYX DTOOLS SHALL, AT ITS
OPTION, REPAIR OR REPLACE AT NO COST TO TDCC ANY DEFECTIVE OR NONCONFORMING
DISCOVERY TOOLS SYSTEM (OR COMPONENT THEREOF). THE FOREGOING WARRANTIES AND
REMEDIES WILL BE VOID AS TO ANY DISCOVERY TOOLS SYSTEM, COMPONENTS, OR
ASSOCIATED SOFTWARE DAMAGED OR RENDERED UNSERVICEABLE BY: (A) THE ACTS OR
OMISSIONS OF PERSONNEL OTHER THAN SYMYX EMPLOYEES AND SYMYX CONTRACTORS;
(B) MISUSE, ABUSE, NEGLECT, THEFT, VANDALISM, FIRE, WATER, OR OTHER PERIL;
(C) MODIFICATION OF, ALTERATION OF, OR ADDITIONS TO ANY DISCOVERY TOOLS SYSTEM
OR ASSOCIATED SOFTWARE PERFORMED BY NON-SYMYX PERSONNEL; OR (D) NON-CONFORMITIES
ARISING FROM USE OF ANY DISCOVERY TOOLS SYSTEM WITH ANY