Common use of Discovery Tools Clause in Contracts

Discovery Tools. It is understood that Symyx has been at its own expense developing and intends to continue to develop a 48-channel parallel polymerization reactor and related analysis tools (including ambient and high temperature molecular weight determination modules, a high throughput thermal analysis module, library synthesis tools and certain related software) for uses including but not limited to synthesizing, screening or identifying Coordination Polymerization catalysts and/or supported Coordination Polymerization catalysts utilizing Combinatorial Chemistry (collectively, the "Discovery Tools"), and that Symyx intends to offer some or all of these Discovery Tools to TDCC and/or TDCC Affiliates and possibly to Third Parties, either through sale of equipment and supplies and/or licenses to intellectual property or some other means selected at Symyx's discretion. Symyx agrees to provide TDCC a proposal (the "Tools Proposal") setting forth a summary of terms which in Symyx's opinion are essential and on which Symyx is willing to license and/or sell such Discovery Tools to TDCC on or before April 1, 1999, and Symyx and TDCC agree to negotiate in good faith to enter into a written agreement for such license and/or sale of Discovery Tools for a period of sixty (60) days following delivery of the Tools Proposal, it being understood that such written agreement shall set forth mutually agreed terms and conditions on which Symyx will license and/or sell Discovery Tools on a non-exclusive basis as reasonably required for internal research use by TDCC and/or TDCC's Affiliates. In order to provide TDCC an opportunity to be one of Symyx's first customers to exploit the Discovery Tools for Coordination Polymerization applications, Symyx will not ship or deliver the Discovery Tools to any of the companies listed in Exhibit C earlier than one year after the date Symyx notifies TDCC such Discovery Tools are available for shipment to TDCC, provided that TDCC or TDCC's Affiliates enter into a written agreement with Symyx to purchase and/or license Discovery Tools on or before sixty (60) days after Symyx has delivered the Tools Proposal to TDCC, and such agreement is not breached by TDCC. Symyx shall also not knowingly deliver Discovery Tools to a Third Party which Symyx has reason to know at the time of contracting to deliver same would be used for the benefit of any of the companies on Exhibit C during the period, if any, that Symyx is obligated not to license or sell Discovery Tools to such companies. It is understood and agreed that the terms for sale of Discovery Tools by Symyx to TDCC are to be mutually agreed in writing and this Agreement does not itself obligate Symyx to sell or TDCC to purchase such Discovery Tools, or obligate either Symyx or TDCC to accept or agree to terms and conditions of any such sale and/or license. In the event that Symyx and TDCC do not conclude a written agreement regarding purchase or license of Discovery Tools within sixty (60) days of delivery of the Tools Proposal, TDCC and Symyx may mutually agree to terms of such an agreement at a later date but Symyx shall be free to ship or deliver Discovery Tools to any party.

Discovery Tools. It is understood that Symyx has been at its own expense developing and intends to continue to develop a 48-channel parallel polymerization reactor and related analysis tools (including ambient and high temperature molecular weight determination modules, a high throughput thermal analysis module, library synthesis tools and certain related software) for uses including but not limited to synthesizing, screening or identifying Coordination Polymerization catalysts and/or supported Coordination Polymerization catalysts utilizing Combinatorial Chemistry [******] (collectively, the "Discovery Tools"), and that Symyx intends to offer some or all of these Discovery Tools to TDCC and/or TDCC Affiliates and possibly to Third Parties, either through sale of equipment and supplies and/or licenses to intellectual property or some other means selected at Symyx's discretion. Symyx agrees to provide TDCC a proposal (the "Tools Proposal") setting forth a summary of terms which in Symyx's opinion are essential and on which Symyx is willing to license and/or sell such Discovery Tools to TDCC on or before April 1, 1999, and Symyx and TDCC agree to negotiate in good faith to enter into a written agreement for such license and/or sale of Discovery Tools for a period of sixty (60) days following delivery of the Tools Proposal, it being understood that such written agreement shall set forth mutually agreed terms and conditions on which Symyx will license and/or sell Discovery Tools on a non-exclusive basis as reasonably required for internal research use by TDCC and/or TDCC's Affiliates. In order to provide TDCC an opportunity to be one of Symyx's first customers to exploit the Discovery Tools for Coordination Polymerization [******] applications, Symyx will not ship or deliver the Discovery Tools to any of the companies listed in Exhibit C earlier than one year after the date Symyx notifies TDCC such Discovery Tools are available for shipment to TDCC, provided that TDCC or TDCC's Affiliates enter into a written agreement with Symyx to purchase and/or license Discovery Tools on or before sixty (60) days after Symyx has delivered the Tools Proposal to TDCC, and such agreement is not breached by TDCC. Symyx shall also not knowingly deliver Discovery Tools to a Third Party which Symyx has reason to know at the time of contracting to deliver same would be used for the benefit of any of the companies on Exhibit C during the period, if any, that Symyx is obligated not to license or sell Discovery Tools to such companies. It is understood and agreed that the terms for sale of Discovery Tools by Symyx to TDCC are to be mutually agreed in writing and this Agreement does not itself obligate Symyx to sell or TDCC to purchase such Discovery Tools, or obligate either Symyx or TDCC to accept or agree to terms and conditions of any such sale and/or license. In the event that Symyx and TDCC do not conclude a written agreement regarding purchase or license of Discovery Tools within sixty (60) days of delivery of the Tools Proposal, TDCC and Symyx may mutually agree to terms of such an agreement at a later date but Symyx shall be free to ship or deliver Discovery Tools to any party.

Discovery Tools. It is understood that Symyx has been at its own expense developing and intends to continue to develop a 48-channel parallel polymerization reactor and related analysis tools (including ambient and high temperature molecular weight determination modules, a high throughput thermal analysis module, library synthesis tools and certain related software) for uses including but not limited to synthesizing, screening or identifying Coordination Polymerization catalysts and/or supported Coordination Polymerization catalysts utilizing Combinatorial Chemistry [******] (collectively, the "Discovery Tools"), and that Symyx intends to offer some or all of these Discovery Tools to TDCC and/or TDCC Affiliates and possibly to Third Parties, either through sale of equipment and supplies and/or licenses to intellectual property or some other means selected at Symyx's discretion. Symyx agrees to provide TDCC a proposal (the "Tools Proposal") setting forth a summary of terms which in Symyx's opinion are essential and on which Symyx is willing to license and/or sell such Discovery Tools to TDCC on or before April 1, 1999, and Symyx and TDCC agree to negotiate in good faith to enter into a written agreement for such license and/or sale of Discovery Tools for a period of sixty (60) days following delivery of the Tools Proposal, it being understood that such written agreement shall set forth mutually agreed terms and conditions on which Symyx will license and/or sell Discovery Tools on a non-exclusive basis as reasonably required for internal research use by TDCC and/or TDCC's Affiliates. In order to provide TDCC an opportunity to be one of Symyx's first customers to exploit the Discovery Tools for Coordination Polymerization [******] applications, Symyx will not ship or deliver the Discovery Tools to any of the companies listed in Exhibit C earlier than one year after the date Symyx notifies TDCC * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. such Discovery Tools are available for shipment to TDCC, provided that TDCC or TDCC's Affiliates enter into a written agreement with Symyx to purchase and/or license Discovery Tools on or before sixty (60) days after Symyx has delivered the Tools Proposal to TDCC, and such agreement is not breached by TDCC. Symyx shall also not knowingly deliver Discovery Tools to a Third Party which Symyx has reason to know at the time of contracting to deliver same would be used for the benefit of any of the companies on Exhibit C during the period, if any, that Symyx is obligated not to license or sell Discovery Tools to such companies. It is understood and agreed that the terms for sale of Discovery Tools by Symyx to TDCC are to be mutually agreed in writing and this Agreement does not itself obligate Symyx to sell or TDCC to purchase such Discovery Tools, or obligate either Symyx or TDCC to accept or agree to terms and conditions of any such sale and/or license. In the event that Symyx and TDCC do not conclude a written agreement regarding purchase or license of Discovery Tools within sixty (60) days of delivery of the Tools Proposal, TDCC and Symyx may mutually agree to terms of such an agreement at a later date but Symyx shall be free to ship or deliver Discovery Tools to any party.

Discovery Tools. It is understood that Symyx has been at its own expense developing and intends to continue to develop a 48-channel parallel polymerization reactor and related analysis tools (including ambient and high temperature molecular weight determination modules, a high throughput thermal analysis module, library synthesis tools and certain related software) for uses including but not limited to synthesizing, screening or identifying Coordination Polymerization catalysts and/or supported Coordination Polymerization catalysts utilizing Combinatorial Chemistry (collectively, the "“Discovery Tools"”), and that Symyx intends to offer some or all of these Discovery Tools to TDCC and/or TDCC Affiliates and possibly to Third Parties, either through sale of equipment and supplies and/or licenses to intellectual property or some other means selected at Symyx's ’s discretion. Symyx agrees to provide TDCC a proposal (the "“Tools Proposal"”) setting forth a summary of terms which in Symyx's ’s opinion are essential and on which Symyx is willing to license and/or sell such Discovery Tools to TDCC on or before April 1, 1999, and Symyx and TDCC agree to negotiate in good faith to enter into a written agreement for such license and/or sale of Discovery Tools for a period of sixty (60) days following delivery of the Tools Proposal, it being understood that such written agreement shall set forth mutually agreed terms and conditions on which Symyx will license and/or sell Discovery Tools on a non-exclusive basis as reasonably required for internal research use by TDCC and/or TDCC's ’s Affiliates. In order to provide TDCC an opportunity to be one of Symyx's ’s first customers to exploit the Discovery Tools for Coordination Polymerization applications, Symyx will not ship or deliver the Discovery Tools to any of the companies listed in Exhibit C earlier than one year after the date Symyx notifies TDCC such Discovery Tools are available for shipment to TDCC, provided that TDCC or TDCC's ’s Affiliates enter into a written agreement with Symyx to purchase and/or license Discovery Tools on or before sixty (60) days after Symyx has delivered the Tools Proposal to TDCC, and such agreement is not breached by TDCC. Symyx shall also not knowingly deliver Discovery Tools to a Third Party which Symyx has reason to know at the time of contracting to deliver same would be used for the benefit of any of the companies on Exhibit C during the period, if any, that Symyx is obligated not to license or sell Discovery Tools to such companies. It is understood and agreed that the terms for sale of Discovery Tools by Symyx to TDCC are to be mutually agreed in writing and this Agreement does not itself obligate Symyx to sell or TDCC to purchase such Discovery Tools, or obligate either Symyx or TDCC to accept or agree to terms and conditions of any such sale and/or license. In the event that Symyx and TDCC do not conclude a written agreement regarding purchase or license of Discovery Tools within sixty (60) days of delivery of the Tools Proposal, TDCC and Symyx may mutually agree to terms of such an agreement at a later date but Symyx shall be free to ship or deliver Discovery Tools to any party.