TO *.
THE NAMED USERS MAY INSTALL * SOFTWARE, AS WELL AS SOFTWARE
UPDATES AND SOFTWARE UPGRADES THERETO, ON SEPARATE LABORATORY, OFFICE, HOME, OR
NOTEBOOK COMPUTERS, OR ON REPLACEMENTS OF THESE COMPUTERS, BUT USE OF SUCH
SOFTWARE IS LIMITED SOLELY TO THE NAMED USERS. DURING ANY PERIOD OF TIME THAT
THE SOFTWARE LICENSE SET FORTH IN ARTICLE 5 IS NOT IN FORCE, TDCC AGREES TO
ESTABLISH AND MAINTAIN RECORDS OF NAMED USERS AND CHANGES TO NAMED USERS.
7.8
TDCC IMPROVEMENTS.
TDCC MAY AT ITS OPTION
NOTIFY SYMYX OF ANY TDCC IMPROVEMENTS DURING THE TERM OF THIS AGREEMENT;
PROVIDED THAT TDCC SHALL PROMPTLY NOTIFY SYMYX IN THE EVENT ANY PATENT PUBLISHES
OR IS ISSUED WITH RESPECT TO ANY TDCC IMPROVEMENTS. TDCC IS NOT REQUIRED TO
LICENSE OR OFFER TDCC IMPROVEMENTS FOR LICENSE TO SYMYX OR ANYONE ELSE, AND ANY
LICENSE OF TDCC IMPROVEMENTS TO AN AFFILIATE OF TDCC SHALL NOT BE DEEMED A
LICENSE THAT TRIGGERS THE PROVISIONS OF THIS SECTION.
DURING THE PROGRAM TERM
AND FOR * THEREAFTER, TDCC HEREBY GRANTS SYMYX *.
NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO PROVIDE A LICENSE TO TDCC TO SYMYX'S INTELLECTUAL PROPERTY
RIGHTS WITH RESPECT TO ANY LICENSE AGREEMENT TDCC MAY ENTER INTO WITH A THIRD
PARTY PURSUANT TO THE PROVISIONS OF THIS SECTION.
7.9
CONSUMABLES.
TDCC MAY PURCHASE CONSUMABLES
FOR THE OPERATION OF DISCOVERY TOOLS SYSTEMS DELIVERED HEREUNDER OR HAVE
CONSUMABLES MADE FOR SUCH USE BY TDCC OR ITS AFFILIATES, WITHOUT COMPENSATION TO
SYMYX, PROVIDED THAT SYMYX PATENTS ARE NOT INFRINGED BY ARTICLE CLAIMS DIRECTED
TO SUCH CONSUMABLES.
TDCC MAY PURCHASE OR OTHERWISE ACQUIRE CONSUMABLES FOR
THE OPERATION OF THE DISCOVERY TOOLS SYSTEMS DELIVERED HEREUNDER FROM SYMYX
DTOOLS AT SYMYX DTOOLS' THEN-CURRENT FEES.
SYMYX DTOOLS AGREES TO NEGOTIATE IN
GOOD FAITH WITH RESPECT TO QUANTITY DISCOUNTS FOR CONSUMABLES PURCHASES
CONSISTENT WITH ITS PRACTICES FOR SIMILAR TRANSACTIONS.
SYMYX DTOOLS WILL MAKE
GOOD FAITH AND COMMERCIALLY REASONABLE EFFORTS TO SATISFY TDCC'S REQUIREMENTS
FOR SUCH CONSUMABLES AS NECESSARY FOR THE OPERATION OF THE DISCOVERY TOOLS
SYSTEMS, PROVIDED TDCC HAS GIVEN SYMYX DTOOLS ADEQUATE LEAD TIME FOR THE
DELIVERY OF SUCH CONSUMABLES.
PRIOR TO THE BEGINNING OF EACH CALENDAR QUARTER,
TDCC SHALL PROVIDE TO SYMYX DTOOLS A FORECAST OF TDCC'S ANTICIPATED REQUIREMENTS
FOR CONSUMABLES FOR THE NEXT * AND SYMYX SHALL CONFIRM THE PRICE AT WHICH THESE
ARE AVAILABLE TO TDCC.
EACH FORECAST SHALL BE NON-BINDING ON TDCC; PROVIDED,
HOWEVER, THAT TDCC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE SUCH
FORECASTS AS ACCURATE AS POSSIBLE. TDCC MAY INITIATE PURCHASES OF SUCH
CONSUMABLES BY FAX OR BY E-MAIL (AT AN ADDRESS TO BE DESIGNATED BY SYMYX DTOOLS)
OR BY SUBMITTING WRITTEN PURCHASE ORDERS TO SYMYX DTOOLS. IN THE EVENT SYMYX
DTOOLS IS UNWILLING OR UNABLE, EITHER ITSELF OR THROUGH A DESIGNATED LICENSEE OR
THIRD PARTY, TO SATISFY TDCC'S REQUIREMENTS FOR CONSUMABLES, AND SUCH
CONSUMABLES ARE ALONE, OR IN COMBINATION WITH A DISCOVERY TOOLS SYSTEM OR
COMPONENT THEREOF, COVERED BY A CLAIM OF AN ISSUED PATENT OWNED OR CONTROLLED BY
SYMYX, WHICH CLAIM HAS NOT EXPIRED OR BEEN