Common use of Material Supply Clause in Contracts

Material Supply. It is the intention of the parties that, if mutually acceptable terms and conditions of supply are agreed upon, ExxonMobil or an Affiliate of ExxonMobil will have the opportunity, but not the obligation, to supply Novel Materials found to be useful in the * by Symyx in conducting research, on its own or on behalf of Third Parties. In the event that Symyx is working on a program with a Third Party outside of *, involving the possibility of commercialization of a Novel Material, Symyx shall, subject to its obligations to the Third Party, inform the Third Party of the availability of such Novel Material from ExxonMobil or its Affiliates, including: (a) provide notice to ExxonMobil as early as is practicable to facilitate ExxonMobil's opportunity to supply such Novel Material, but without any obligation to disclose the application or the identity of the Third Party; and * Confidential treatment requested (b) inform said Third Party that ExxonMobil or an Affiliate of ExxonMobil may be able to supply developmental quantities of such Novel Material (i.e. for feasibility testing, etc.); and (c) inform said Third Party that ExxonMobil or an Affiliate of ExxonMobil may be able to supply commercial quantities of such Novel Material. In the event that Symyx itself wishes directly to commercialize a Novel Material (i.e. not by license to a Third Party, or not in connection with a collaboration with a Third Party) discovered pursuant to the Research Program for use outside of *, Symyx shall provide written notice to ExxonMobil, but without any obligation to disclose the application, and ExxonMobil shall have a right of negotiation to manufacture and supply, or have manufactured and supplied by, or on behalf of, an Affiliate of ExxonMobil, such Novel Material on commercially reasonable terms, without obligation to reach agreement. To exercise this right, ExxonMobil shall give written notice to Symyx within * days of ExxonMobil's receipt of Symyx' notice and the negotiations shall commence promptly in good faith and continue for a period not to exceed * days from the giving of such notice by ExxonMobil. If ExxonMobil and Symyx do not reach agreement within such * period, Symyx shall have no further obligations to ExxonMobil or its Affiliates under this Section 4.06. In the event a Third Party potential customer approaches ExxonMobil or an ExxonMobil Affiliate to supply, or ExxonMobil or an ExxonMobil Affiliate wishes to supply to a Third Party, a Novel Material for evaluation outside of * (i.e. where Symyx controls such rights pursuant to Section 4.01 or Section 4.05), ExxonMobil shall notify Symyx and, subject to Symyx' consent, which consent shall not unreasonably be withheld, and subject to Symyx' then-existing obligations to Third Parties, ExxonMobil or such ExxonMobil Affiliate shall be permitted to supply samples of said Novel Material for evaluation by said Third Party. In the event that said Third Party subsequently requests ExxonMobil or an Affiliate of ExxonMobil to supply commercial quantities of said Novel Material, Symyx agrees, subject to its obligations to Third Parties, to negotiate in good faith with ExxonMobil a payment bearing license arrangement whereby ExxonMobil or an Affiliate can supply such potential customer with such Novel Material.

Material Supply. It is the intention of the parties that, if mutually acceptable terms and conditions of supply are agreed upon, ExxonMobil or an Affiliate of ExxonMobil will have the opportunity, but not the obligation, to supply Novel Materials found to be useful in the * by Symyx in conducting research, on its own or on behalf of Third Parties. In the event that Symyx is working on a program with a Third Party outside of *, involving the possibility of commercialization of a Novel Material, Symyx shall, subject to its obligations to the Third Party, inform the Third Party of the availability of such Novel Material from ExxonMobil or its Affiliates, including: (a) provide notice to ExxonMobil as early as is practicable to facilitate ExxonMobil's ’s opportunity to supply such Novel Material, but without any obligation to disclose the application or the identity of the Third Party; and * Confidential treatment requested (b) inform said Third Party that ExxonMobil or an Affiliate of ExxonMobil may be able to supply developmental quantities of such Novel Material (i.e. for feasibility testing, etc.); and (c) inform said Third Party that ExxonMobil or an Affiliate of ExxonMobil may be able to supply commercial quantities of such Novel Material. In the event that Symyx itself wishes directly to commercialize a Novel Material (i.e. not by license to a Third Party, or not in connection with a collaboration with a Third Party) discovered pursuant to the Research Program for use outside of *, Symyx shall provide written notice to ExxonMobil, but without any obligation to disclose the application, and ExxonMobil shall have a right of negotiation to manufacture and supply, or have manufactured and supplied by, or on behalf of, an Affiliate of ExxonMobil, such Novel Material on commercially reasonable terms, without obligation to reach agreement. To exercise this right, ExxonMobil shall give written notice to Symyx within * days of ExxonMobil's ’s receipt of Symyx' ’ notice and the negotiations shall commence promptly in good faith and continue for a period not to exceed * days from the giving of such notice by ExxonMobil. If ExxonMobil and Symyx do not reach agreement within such * period, Symyx shall have no further obligations to ExxonMobil or its Affiliates under this Section 4.06. In the event a Third Party potential customer approaches ExxonMobil or an ExxonMobil Affiliate to supply, or ExxonMobil or an ExxonMobil Affiliate wishes to supply to a Third Party, a Novel Material for evaluation outside of * (i.e. where Symyx controls such rights pursuant to Section 4.01 or Section 4.05), ExxonMobil shall notify Symyx and, subject to Symyx' ’ consent, which consent shall not unreasonably be withheld, and subject to Symyx' ’ then-existing obligations to Third Parties, ExxonMobil or such ExxonMobil Affiliate shall be permitted to supply samples of said Novel Material for evaluation by said Third Party. In the event that said Third Party subsequently requests ExxonMobil or an Affiliate of ExxonMobil to supply commercial quantities of said Novel Material, Symyx agrees, subject to its obligations to Third Parties, to negotiate in good faith with ExxonMobil a payment bearing license arrangement whereby ExxonMobil or an Affiliate can supply such potential customer with such Novel Material.