Symyx shall have the sole right, in its discretion and at its sole expense, to prepare, file, prosecute and maintain patent applications and patents relating to Joint Inventions owned by TDCC and Symyx which claim Combinatorial Chemistry Technology and to conduct any interferences, re-examinations, reissues, oppositions or requests for patent term extension or governmental equivalents thereto.
It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC shall remain responsible for all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products.
Such inspections may be made no more than once each calendar year, at reasonable times mutually agreed by Symyx and TDCC.
Except as otherwise expressly provided in this Agreement, both TDCC and Symyx may use, sublicense, commercialize, or otherwise exploit all jointly-owned Program Technology without the consent of, or obligation to account to, the other party.
It is understood and agreed that TDCC may at its sole discretion fulfill some or all of its obligations by or through its Affiliates, and that TDCC may grant sublicenses under the Program Technology to its Affiliates subject to the terms and conditions of this Agreement.