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3.2.1
BECKMAN SHALL USE ITS REASONABLE COMMERCIAL EFFORTS TO [***] THE
[***] AND [***] IN ACCORDANCE WITH THE DESIGN INPUTS (THE "PROJECT") ALL UNDER
AND ACCORDING TO BECKMAN'S [***] AND [***] FOR OTHER PROJECTS OF SIMILAR
SCIENTIFIC AND COMMERCIAL [***].
3.2.2
BECKMAN SHALL PERFORM THE PROJECT UNDER THE BECKMAN QUALITY SYSTEM
AS APPLIED TO OTHER PROJECTS OF SIMILAR SCIENTIFIC AND COMMERCIAL [***]. BECKMAN
SHALL MAINTAIN ITS QUALITY SYSTEM SUCH THAT THE QUALITY SYSTEM MEETS AND
MAINTAINS REGULATORY APPROVAL AND CONFORMITY ASSESSMENT REQUIREMENTS. BECKMAN
SHALL COMPLY WITH ALL FDA REGULATORY AND QUALITY SYSTEM REQUIREMENTS AND ALL
OTHER U.S. AND INTERNATIONAL REGULATORY AND QUALITY SYSTEM REQUIREMENTS
REGARDING [***] AND [***], INCLUDING BUT NOT LIMITED TO 21 CFR 820 AND BE
CERTIFIED AS CONFORMING TO ISO 13485 AND TO THE REQUIREMENTS OF THE IN VITRO
DIAGNOSTIC DIRECTIVE OR EQUIVALENT INTERNATIONAL STANDARD.
3.2.3
OTHER THAN AS PROVIDED IN SECTION 3.3, BECKMAN SHALL PROVIDE
PROJECT PERSONNEL, MATERIALS, EQUIPMENT AND OTHER RESOURCES REQUIRED UNDER THE
PROJECT AT ITS OWN EXPENSE, WITHOUT CONTRIBUTION OR OFFSET FROM BIOSITE.
3.3
BIOSITE ASSISTANCE.
3.3.1
BIOSITE SHALL PROVIDE REASONABLE ASSISTANCE TO BECKMAN IN
CONNECTION WITH THE PROJECT.
3.3.2
BIOSITE SHALL PROVIDE TO BECKMAN [***] FOR BECKMAN'S USE DURING THE
PROJECT, ALL AT NO COST TO BECKMAN. BECKMAN SHALL USE THE [***] SOLELY TO
CONDUCT THE PROJECT AND NOT FOR ANY OTHER PURPOSE. BECKMAN HEREBY ACKNOWLEDGES
THAT, AS BETWEEN THE PARTIES, BIOSITE IS THE SOLE OWNER OR LICENSEE OF THE [***]
AND THE TRANSFER OF PHYSICAL POSSESSION THEREOF BY BIOSITE TO BECKMAN SHALL NOT
BE (NOR CONSTRUED AS) A SALE, LEASE, OFFER TO SELL OR LEASE, OR OTHER TRANSFER
OF TITLE. THE [***] ARE, AND SHALL REMAIN AT ALL TIMES, THE PERSONAL PROPERTY OF
BIOSITE, REGARDLESS OF HOW THEY ARE OR MAY BECOME ATTACHED OR INSTALLED. BECKMAN
SHALL NOT TRANSFER THE [***] TO ANY THIRD PARTY WITHOUT THE PRIOR EXPRESS
WRITTEN CONSENT OF BIOSITE. BECKMAN SHALL NOT DAMAGE OR DESTROY THE [***]. UPON
THE EARLIER OF THE EXPIRATION OR TERMINATION OF THE PROJECT OR THIS AGREEMENT,
BECKMAN SHALL PROMPTLY RETURN THE [***] TO BIOSITE. BECKMAN SHALL USE [***]
PROVIDED BY BIOSITE, IF ANY, SOLELY IN ACCORDANCE WITH THE [***] ACCOMPANYING
SUCH [***]. IF BECKMAN'S OBLIGATION TO PERFORM UNDER THIS AGREEMENT IS
SUBSTANTIALLY PREVENTED OR MATERIALLY HINDERED BY BIOSITE'S FAILURE TO SUPPLY
[***], BECKMAN SHALL HAVE THE RIGHT TO PROVIDE WRITTEN NOTICE THEREOF TO
BIOSITE. BECKMAN'S FUTURE [***] OBLIGATIONS TO PERFORM UNDER THIS AGREEMENT, AND
ANY OTHER RELATED OBLIGATIONS (INCLUDING RELATED INDEMNITY OBLIGATIONS) AFFECTED
BY SUCH FAILURE, SHALL BE SUSPENDED, RELIEVED AND/OR DISCHARGED SOLELY TO THE
EXTENT THAT AND FOR SO LONG AS BECKMAN'S PERFORMANCE IS OR WAS SUBSTANTIALLY
PREVENTED OR MATERIALLY HINDERED BY SUCH FAILURE.
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3.3.3
BECKMAN ACKNOWLEDGES THAT THE [***] ARE PROVIDED "AS IS," AND
WITHOUT WARRANTY OF ANY KIND. BIOSITE MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE [***] OR THE USE THEREOF. BIOSITE
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF