Agreement

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

This Research and License Agreement (“ Agreement ”), effective as of January 1,   2008 (“ Effective Date ”), is entered into by and among ExxonMobil Research and Engineering Company (“ EMRE ”); ExxonMobil Chemical Company (“ EMCC ”) (collectively, “ ExxonMobil ”), and Symyx Technologies, Inc. (“ Symyx Tech ”) Symyx Tools, Inc. (“ Symyx Tools ”) and Symyx Software, Inc. (“ Symyx Software ”) (collectively, “ Symyx ”). Certain definitions are set forth in Exhibit A hereto.

Symyx Tech, Symyx Tools (formerly known as Symyx Discovery Tools, Inc.) and EMRE entered into an Alliance, Technology Transfer, and License Agreement effective April 1, 2003 (as amended, “ ATTLA ”); and

The parties hereto wish to make certain arrangements to govern a continuing relationship as certain aspects of the ATTLA draw to a conclusion.

NOW, THEREFORE, for and in consideration of the mutual undertakings set forth in this Agreement, the parties agree as follows:

1.              Projects

1.1           Background. Pursuant to the ATTLA, the parties are currently engaged in research projects in [ * ] , [ * ] and certain other projects. Under the ATTLA, the Research Program Term (as defined therein) for these projects will terminate on [ * ] .

1.2           Extended Projects.

(a)           Extended [ * ] Project . EMRE and Symyx Tech hereby agree to extend the [ * ] Project (in accordance with its existing Research Plan) beyond the ATTLA for a period of [ * ] (the “ Extended [ * ] Project ”). In [ * ] , Symyx Tech will provide EMRE with [  *  ] FTEs.  Thereafter, Symyx Tech will provide EMRE with an average of [ * ], measured on a (calendar) quarterly basis. The ATTLA will govern the [  *  ] Project through [ * ] , and this Agreement will govern the Extended [  *  ] Project after [  *  ] .  EMRE agrees to pay Symyx Tech at an FTE Rate of [  *  ] for the Extended [  *  ] Project.  The parties may mutually agree to further extend the Extended [  *  ] Project in accordance with Section 1.2(c)(ii), but if no such agreement is reached, the Extended [  *  ] Project will terminate on [  *  ] .

(b)           Extended [  *  ] Project .  EMRE and Symyx Tech hereby agree to extend the [  *  ] Project (in accordance with its existing Research Plan) through [  *  ] (the “ Extended [  *  ] Project ”). The ATTLA will govern the   [  *  ] Project through [  *  ] , and this Agreement will govern the Extended [  *  ] Project after [  *  ] .  Subject to clause (i) below, Symyx Tech will provide EMRE with [  *  ] (at an average of [  *  ] ) during the Extended [  *  ] Project, and EMRE agrees to pay Symyx Tech at an FTE Rate of [  *  ] .

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(i)             EMRE may terminate the Extended [  *  ] Project by providing notice to Symyx Tech as soon as practicable.  EMRE agrees that if it terminates the Extended [  *  ] Project, it will immediately reallocate the remaining FTE-months to either (at its option) (a) the Extended [  *  ] Project, or (b) another Extended Project or New Project to which EMRE or EMCC and Symyx Tech  have agreed; but in any event, at least [  *  ] will be used each month after the effective date of termination of the Extended [  *  ] Project.

(ii)            EMRE and Symyx Tech may mutually agree to further extend the Extended [  *  ] Project in accordance with Section 1.2(c)(ii), but if no such agreement is reached, the Extended [  *  ] Project will terminate on [  *  ] .

(c)           Other Project Extensions

(i)            Limited Extension on Request. EMRE or EMCC may elect to extend other projects in which they are currently engaged with Symyx under the ATTLA (a “ Limited Extended Project” ) for a period of [  *  ] beyond the Research Program Term, by providing Symyx Tech with notice on or before [  *  ] . The project would be extended in accordance with its Research Plan.  The FTE Rate for any Limited Extended Project is [  *  ]. The rights in Section 2 would apply to any Limited Extended Project, except that any continuation of projects in the [  *  ] would be subject to the provisions of Exhibit B . A Limited Extended Project may not extend more than [  *  ] without mutual consent pursuant to clause (ii) below.

(ii)           Additional Extensions on Mutual Agreement . Any further extension to a Limited Extended Project, the Extended [  *  ] Project or the Extended [  *  ] Project would be made, if at all, upon mutual agreement of EMRE or EMCC (as applicable) and Symyx Tech, and subject to the execution of an instrument memorializing such agreement. The executed instrument would be attached as a schedule to this Agreement and made a part of it. Project-specific terms included in any schedule will control over conflicting terms in the body of this Agreement.  The relevant parties may also agree to extend any other project in which they are currently engaged under the ATTLA prior to the end of the Research Program Term, even if not first extended as a Limited Extended Project, by following the procedures in this section.  For clarity, no party is obligated to reach agreement on any such extension to any project.

(d)             Scope of Definition.   The Extended [  *  ] Project, Extended [  *  ] Project, any Limited Extended Projects and any further extensions to such projects agreed to by the relevant parties under Section 1.2(c)(ii) will be deemed an “ Extended Project ” hereunder.

(e)           Fees.   The FTE Rate applicable to efforts by Symyx Tech expended after [  *  ] on Extended Projects under this Section 1.2 during the Term is [  *  ] .

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.3           Research Exclusivity

(a)           Extended Projects and New Projects .  During any Extended Project or New Project, Symyx will not knowingly conduct any research activities, on behalf of itself or any Third Parties, in the corresponding Research Exclusivity Field(s). The scope of the Research Exclusivity for any New Project will be commensurate in scope with the scope of the New Project agreed to by the relevant parties and will be documented as part of its Research Plan. The relevant parties may also agree to alter the scope of Research Exclusivity in any further extension of an Extended Project that they agree to under Section 1.2(c)(ii).

(b)            Notwithstanding (a) above, Symyx may validate and demonstrate the basic capabilities of its Discovery Tools Systems, on its own behalf or in connection with a potential sale of a Discovery Tools System to an Affiliate or a Third Party, within the Research Exclusivity Field(s), as long as the validation and demonstration work (i) does not encompass Materials discovery research or targeted optimization work (except as may be incidental to the validation or demonstration as directed by the Affiliate or Third Party), and (ii) does not incorporate or utilize Project Technology, ExxonMobil Proprietary Materials, or [  *  ] .

1.4           Extended Projects—Royalties Possible.   For clarity, if Symyx Tech elects to make any Extended Project a Royalty-Bearing Project (or, for clarity, an Alternate Royalty Bearing Project) under the terms of the ATTLA, then EMRE will pay to Symyx Tech license royalties (in accordance with the royalty provisions of the ATTLA) for Net Sales or Use by EMRE or its Affiliates of Products resulting from research activities performed within all such Extended Projects that are a continuation of Royalty-Bearing Projects under the ATTLA.  Neither EMRE nor EMCC is obligated to make any advance royalty payments hereunder.

1.5           New Projects .  From time to time during the Term, and at least on a quarterly basis beginning [  *  ] or as otherwise agreed by the Advisory Committee, EMRE and/or  EMCC and Symyx Tech will review the outlook for potential new research and development projects, with a goal of identifying new collaborative research and/or development activities that could benefit the parties hereto, and entering into good faith discussions towards including such potential projects as “ New Projects ” under this Agreement.  Terms that the parties requesting/conducting such New Projects would need to agree upon in order to include these projects under this Agreement include the scope, staffing, schedule, and term. The rights and obligations of the parties set forth in Section 2 will apply to New Projects.   New Projects would be subject to a Research Plan to be agreed by the relevant parties.  New Projects would not bear royalties.   If the relevant parties agree to extend an existing Research Project (as defined in the ATTLA) under the ATTLA that is active as of the Effective Date hereof, the extension of that Research Project will be considered an Extended Project hereunder, subject to Section 1.4.

However, if the relevant parties agree to restart a Research Project conducted under the ATTLA that was completed or terminated under the ATTLA before the Effective Date, or they agree to begin a project whose scope and subject matter corresponds to a Research Project conducted under the ATTLA that was either completed or terminated under the terms of the ATTLA before the Effective Date, then such project will be considered a New Project hereunder, free of royalties pursuant to this Agreement.   The FTE Rate applicable to the first New Project agreed by the parties under this Agreement is [  *  ] . The FTE rate for subsequent or additional New Projects is [  *  ] . If agreed, the parties will memorialize the terms and attach them as a schedule hereto.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.6           Directed Research Services/Access to Tools .  From time to time during the Term, EMRE or EMCC may request that Symyx Tech provide it with certain Directed Research Services.  If agreed by the relevant parties, Symyx Tech would provide EMRE or EMCC (as applicable) with FTE resources and access to tools at Symyx’s facilities in order to perform research experiments on behalf of EMRE or EMCC (as applicable), all as agreed upon by the relevant parties in a Directed Research Plan.  The Directed Research Plan will detail the scope and terms governing the relevant party’s (EMRE or EMCC) personnel’s direct involvement (if any) in support of the Directed Research Services, as well as specific directions and information sufficient for Symyx to be able, to the extent possible, to perform the Directed Research Services without inventive contribution by Symyx personnel.  At the request of Symyx Tech, EMRE or EMCC (as applicable) will provide additional detail of the work to be performed in the Directed Research Plan.  Terms that the relevant parties would need to agree upon in order to include these Directed Research Services under this Agreement also include the scope, staffing, schedule and term.  Unless otherwise agreed by the relevant parties at the time, as between Symyx and the party requesting the Directed Research Services (EMRE or EMCC), (a) [  *  ] , and (b) [  *  ] .   Directed Research Services would not bear royalties. The FTE rate for Directed Research Services is [  *  ] . If agreed, the relevant parties will memorialize the terms and attach them as a schedule hereto.

1.7           Responsibilities . With respect to Extended Projects, New Projects and Directed Research Services as may be agreed to hereunder (“ Projects ”):

(a)           Symyx.   Symyx Tech will use commercially reasonable efforts, consistent with professional standards applicable to research in the [  *  ] industries, to conduct its activities in the Projects.  Symyx Tech will assign staff to the Projects consistent with the quality and experience of the staff Symyx Tech assigns to internal and Third-Party research programs. No Symyx entity is required to perform research activities other than the Projects in accordance with their Research Plans, or to utilize FTEs in excess of those specified, funded, and paid for under this Agreement.

(b)           ExxonMobil. EMRE and EMCC will use commercially reasonable efforts, consistent with professional standards applicable to research in the [  *  ] industries, to (1) conduct its activities in the Projects in accordance with their respective Research Plans, and (2) to provide the relevant Symyx entity technical information as is reasonably necessary to conduct the Projects, and technical support as specified in the Research Plans. EMRE and EMCC each have discretion over the extent to which information, technology, data, technical support, or other Materials belonging to them or their Affiliates, including ExxonMobil Proprietary Materials, will be provided to Symyx, but agrees to provide Materials set forth in the Research Plans unless it determines that such Materials are subject to restrictions that prevent it from providing such Materials to Symyx.  EMRE or EMCC (as applicable) will provide to Symyx Tech known requirements for the safe handling of ExxonMobil Proprietary Materials, and Symyx will follow such safe handling requirements in addition to any standard industry practices in handling such ExxonMobil Proprietary Materials.

1.8           Independent Research .  Except as specifically provided in this Agreement, and subject to the confidentiality obligations and use restrictions of Section 8, nothing in this Agreement in any way restricts or impairs the right of any party hereto or their respective Affiliates to conduct Independent Research.  Each party or Affiliate will own the results of its own Independent Research and has no obligation under this Agreement with respect to the use or disposition of the results thereof, including all information and data resulting therefrom.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.9           Research Records .  Each party will maintain records of their activities under this Section 1 (or cause such records to be maintained) in sufficient detail and in good scientific manner as will properly reflect the work done and results achieved (including information sufficient to establish dates of conception and reduction to practice of inventions).

1.10        Development, Scale-up, and Commercialization of Products .  As between Symyx and ExxonMobil, ExxonMobil or its Affiliates will be responsible for all expenses incurred for in-house development activities and for scale-up and commercialization of Products by ExxonMobil and its Affiliates.

1.11        ExxonMobil Proprietary Materials .  As provided in this Agreement, Symyx Tech may use ExxonMobil Proprietary Materials in any Project conducted hereunder.  Symyx will not acquire rights in ExxonMobil Proprietary Materials and Symyx will not use, test, reverse engineer, disclose, commercialize, or license ExxonMobil Proprietary Material without the prior written consent of ExxonMobil, other than for the use within a designated Project.  Neither EMRE nor EMCC will incur any license payment obligation to Symyx under this Agreement for use or modification of an ExxonMobil Proprietary Material by EMRE, EMCC, or their Affiliates, except where (a) the ExxonMobil Proprietary Material is identified by Symyx Tech as a Lead Material, or modified by Symyx Tech to become a Novel Material, in an Extended Project in which use of the ExxonMobil Proprietary Material has been authorized by EMRE or EMCC (as applicable), and (b) the Extended Project is a continuation of a project that Symyx Tech   has selected as a Royalty-Bearing Project under the ATTLA.  For the purpose of clarity, nothing in this Section 1.11 changes the payment obligations under the ATTLA.

1.12        Disclaimer .  Each party hereto specifically disclaims any representation, warranty, or guarantee that any Project will be successful, in whole or in part.  Symyx’s failure to successfully synthesize, discover, identify or optimize Agreement Materials as part of a Project will not constitute a breach of any representation or warranty or other obligation under this Agreement; provided, however, the foregoing will not be construed so as to relieve Symyx from its obligation under this Agreement to perform research activities in the Projects.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT TECHNOLOGY, INFORMATION DISCLOSED HEREUNDER, PRODUCTS, OR EXXONMOBIL PROPRIETARY MATERIALS, AND EACH PARTY HERETO HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF ANY PROJECT TECHNOLOGY, PATENTED OR UNPATENTED, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

2.              Intellectual Property and Licenses

2.1           Ownership .

(a)           Project Technology .  Symyx will own [  *  ] , and, except as provided in Section 2.13, EMRE will own all [  *  ] generated in Projects it conducts hereunder and EMCC will own all [  *  ] generated in Projects it conducts hereunder.

(b)           Combinatorial Chemistry Technology .  As between Symyx and ExxonMobil, Symyx will own all [  *  ] developed as part of any Project conducted under this Agreement.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(c)           Directed Research Technology .  The party requesting Directed Research Services (either EMRE or EMCC as the case may be) will own [  *  ] generated as part of Directed Research Services performed pursuant to such request.

(d)           Other. Each party   will own its respective Confidential Information, Background Technology and inventions resulting from its own Independent Research (as provided in Section 1.8).

2.2           Notice of Inventions . Each party participating in a Project hereunder will report all inventions relating to Lead Materials or Project Technology developed in the course of such  Project to the applicable Research Committee.

2.3           Licenses to ExxonMobil .

(a)           Inside the Field of Rights. Subject to the terms and conditions of this Agreement, Symyx Tech, warranting that it has the right to do so, grants to both   EMRE and EMCC an irrevocable, non-exclusive, [  *  ] license to utilize Symyx Confidential Information to the extent necessary to make, have made, use, sell, offer for sale, import and export Products or Project Technology and lease or license Products or Project Technology within the scope of the Field of Rights.  In addition, Section 2.15 of this Agreement contains provisions providing immunity with respect to Symyx patents in the Field of Rights.

(b)           Extension Rights. Subject to the terms and conditions of this Agreement, either EMRE or EMCC may extend the rights granted in Section 2.3(a) above to their Affiliates, provided that the terms of each such license extension may not be inconsistent with the terms of this Agreement.  Any such extension must be in writing, accepted in writing by the Affiliate, and provided to Symyx Tech upon request. It is understood that any such license extension is subject and subordinate to the terms and conditions of this Agreement, and that the party extending such rights remains responsible for all applicable financial and other obligations under this Agreement for each such Affiliate to which it extends such rights.  Nothing in this Section 2.3(b) changes the payment obligations under the ATTLA.  Subject to the terms and conditions of this Agreement, EMRE, EMCC and their Affiliates to which rights have been extended shall also have the right to grant sublicenses under the rights granted in Section 2.3(a)  above to one or more Third Parties, provided that with respect to Extended Projects only, if Symyx selects an Extended Project as a project for which royalties are due pursuant to the ATTLA, then any revenue received from such sublicense for such grant shall be distributed in accordance with the terms of the ATTLA.

2.4           Licenses to Symyx.

(a)           Outside ExxonMobil Business Areas .  Subject to the terms and conditions of this Agreement, both EMRE and EMCC, each warranting that it has the right to do so, grant to Symyx an irrevocable, exclusive, [  *  ] license under their rights in the Project Technology, to utilize and exploit Project Technology for all purposes and in any manner, outside of the ExxonMobil Business Areas. Notwithstanding the above grant, no rights are granted to Symyx hereunder in the Symyx Proprietary Field [  *  ] , and EMRE, EMCC  and their Affiliates will have a royalty free right to practice Project Technology within the scope of Symyx Proprietary Field [  *  ] and to  license others to do so.

(b)           Inside ExxonMobil Business Areas .  Subject to the terms and conditions of this Agreement, both EMRE and EMCC, each warranting that it has the right to do so, grant to Symyx an irrevocable, non-exclusive, [  *  ] license under their rights in the Project Technology, to utilize and exploit Project Technology, for all purposes and in any manner, inside the ExxonMobil Business Areas, but outside of the Field of Rights.

(c)           ExxonMobil Proprietary Materials .  Subject to the terms and conditions of this Agreement, both   EMRE and EMCC, each warranting that it has the right to do so, grant to Symyx a non-exclusive, [  *  ] license to utilize ExxonMobil Proprietary Materials in providing services hereunder. Except for the foregoing, no licensing or any other rights are granted by either EMRE or EMCC to Symyx with respect to any ExxonMobil Proprietary Material, unless such ExxonMobil Proprietary Material has been modified by a Symyx entity so as to become a Novel Material, in which case Symyx will have the same rights to such Novel Material as it has under this Agreement to all other Novel Materials.

(d)           Use of Information .  Symyx may utilize information and data generated in the course of a Project outside the scope of the Field of Rights, provided that no right is granted hereunder to utilize Confidential Information of EMRE, EMCC or their Affiliates.

(e)           Directed Research Technology .  Other than as necessary to perform Directed Research Services, no licenses are granted by either EMRE or EMCC to Symyx to use the Directed Research Technology.

2.5           Symyx Research .  Symyx retains the right to make and use Lead Materials, other than ExxonMobil Proprietary Materials, synthesized or identified during the course of a Project, and use or practice any processes or methods developed by or on behalf of Symyx in the course of performing any services hereunder, for its own internal research to develop Combinatorial Chemistry, as long as such research does not conflict with Symyx’s obligations to ExxonMobil pursuant to this Agreement.

2.6           Immediate Vesting .  All rights and licenses granted in this Section 2 vest immediately when the relevant invention is made, or the relevant information, data, material or Material is produced, in the course of a Project hereunder.

2.7           Limited Use .

(a)            Except as expressly provided in this Agreement, and subject to Section 2.4(c), Symyx may not use or sell, or authorize the use or sale of, Project Technology, or any Lead Material synthesized or identified in the course of a Project, except in relation to research and development and   the manufacture, use, or sale of Products outside of the Field of Rights.

(b)            Except as expressly provided in this Agreement, EMRE, EMCC, their Affiliates and permitted sublicensees pursuant to Sections 2.3(b) and 2.4(a) above   to which rights have been extended may not use or sell, or authorize the use or sale of, Project Technology, or any Agreement Material, except in relation to the manufacture, use or sale of Products and Project Technology within the Field of Rights or ExxonMobil Business Areas in accordance with the rights provided for in Section 2.1 and the license granted by Symyx Tech in Section 2.3 (and subject to the license granted to Symyx in Section 2.4); provided, however, that the restriction set forth in this Section 2.7 will not apply to any Agreement Material that is an ExxonMobil Proprietary Material and that has not been modified by a Symyx entity so as to become a Novel Material.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.8           Third-Party Rights .  Symyx is in the business of conducting materials discovery, research, and development with Third Parties, and Symyx will continue to grant Third Parties rights to acquire licenses related to compounds and materials derived from such activities.  EMRE and EMCC acknowledge that even if the Symyx entities comply with their obligations hereunder, their other business activities may result in license rights, and in patent applications and patents owned by Third Parties or jointly by Symyx and such Third Parties, that could conflict with patent applications, patents and license rights hereunder.  Except to the extent that EMRE, EMCC or one of their Affiliates is damaged as a proximate result of a material breach by Symyx of Sections 1.3 or 8 of this Agreement, the Symyx entities will have no liability to EMRE, EMCC or their Affiliates with respect to any such conflict.

2.9           Patent Prosecution .

(a)            Except as otherwise provided in this Agreement, Symyx Tech and EMRE or EMCC (as applicable) are each responsible in their discretion and each at its sole expense, for preparing, filing, prosecuting and maintaining patent applications and patents relating to inventions owned by that party as described in Section 2.1, and for conducting any interferences, re-examinations, reissues, oppositions or requests for patent term extension, or governmental equivalents thereto.

(b)            Subject to the right of EMRE or EMCC to maintain Novel Process Technology as a trade secret, if EMRE or EMCC have not filed any U.S. patent application on an invention that would be owned solely by it under Section 2.1(a) within [  *  ] after the invention was reported to the Research Committee (but in no event less than [  *  ] prior to any applicable patent application bar date), the owning party (EMRE or EMCC) will notify Symyx Tech in writing.  Symyx Tech   will then notify the owning party (EMRE or EMCC, as applicable) if it desires to file a U.S. patent application with respect to the invention.  If  the owning party (EMRE or EMCC) has not filed a U.S. patent application on the invention within [  *  ] of Symyx Tech’s notice, Symyx Tech may file and prosecute (or cause to be filed and prosecuted) a U.S. patent application with respect to the invention.  Further, if the owning party (EMRE or EMCC) does not prosecute or maintain, or conduct such other activities described above (other than preparing and filing), with respect to a U.S. patent or U.S. patent application owned solely by it under Section 2.1(a), it will so notify Symyx Tech in writing and Symyx may, in its discretion, assume such activities at its own expense or delegate such activities to an Affiliate.  If Symyx assumes activities pursuant to the preceding three sentences, ownership and rights to any resulting patent will be governed by the provisions of this Section 2.

(c)            Except as provided in Section 2.10 below, a party owning an invention hereunder will have no obligation to coordinate foreign patent filings with any other party with respect to inventions it owns under Section 2.1, or to permit any other party to take over filing, prosecution, and/or maintenance of any foreign patent application or foreign patent.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(d)            Nothing in this Agreement obligates a party to appeal adverse patent office or judicial decisions with respect to patents. If no such appeal is taken, the adverse decision will be deemed final for purposes of this Agreement.

(a)            Each party filing a patent application hereunder, will simultaneously file (or cause to be filed) such  patent applications to the extent necessary to prevent such filings  from becoming prior art to another party’s patent applications or resulting patents and will use reasonable efforts to keep each other informed as to the status of patent matters described herein, including by (i) providing each other the opportunity to review and comment on patent application drafts a reasonable time in advance of applicable filing dates, and (ii) using reasonable efforts under the circumstances to provide each other with notice of material events (such as official actions, interferences, reissues, re-examinations, oppositions, potential litigation, or requests for patent term extensions), but in no event will a party’s failure to provide such notice be deemed to be a breach of a material obligation under this Agreement. Upon request, the parties subject to this Section 2.10 (a) will reasonably assist and cooperate with each other (at its own expense) in connection with these activities.

(b)            The Advisory Committee will (i) facilitate communication among the parties regarding patents and patent applications arising from inventions made during the course of a Project (other than Directed Research Technology), and (ii) discuss and provide advice on patent strategy related to such patent applications.

(c)            The party responsible for filing and prosecuting patent applications pursuant to Section 2.9 will solely determine the content and scope of the application, although with respect to applications pursuant to Section 2.1(a) being filed and prosecuted by either EMRE or EMCC, Symyx Tech   may make non-binding recommendations to the party responsible for the patent application at issue, on the content and scope of claims directed [  *  ] .  If such recommendations by Symyx are not accepted, then Symyx Tech   may file a separate patent application(s) covering claims solely applicable [  *  ] . In this event, the parties will coordinate patent filings as described above.  No party will incur any liability to another for any patent filing, prosecution, or maintenance decision it makes regarding a Project Patent it owns.  Each party has the right to have outside counsel prepare and prosecute Project Patents it owns.

(d)            No Symyx entity has any obligations hereunder to assist or participate in preparing, filing, prosecuting, maintaining, enforcing or engaging in other activities relating to patent applications or patents with respect to Directed Research Technology. Notwithstanding the above, the parties recognize that even though the specific directions for Directed Research will be prepared with the goal of providing enough detail as to matter, recipes, processes, and other conditions (temperature, pressure, order, etc.) and constraints   so that services can be provided without any inventive contribution by Symyx, the parties recognize that an invention, though unlikely, could be made. In such an event, Symyx will provide reasonable assistance to the ExxonMobil party requesting such services to have all necessary documents executed to enable that party to secure intellectual property rights on such invention.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(a)           Notice .  EMRE or EMCC, on the one hand, and Symyx, on the other hand, will promptly notify the other if it becomes aware of any actual or threatened commercially material infringement of the Project Patents by a Third Party.

(b)           Project Patents Owned Solely by ExxonMobil .  With respect to Project Patents owned, as between ExxonMobil and Symyx, by either EMRE or EMCC, (a) the owning party (EMRE or EMCC, as applicable) has the sole right, but not the obligation, at its sole cost and expense, to take appropriate legal action to enforce such Project Patents against infringement by a Third Party within [  *  ] ; and (b) Symyx has the sole right, but not the obligation, at its sole cost and expense, to take appropriate legal action to enforce such Project Patents against any infringement by a Third Party within [  *  ] where EMRE has the sole right, but not the obligation, at its sole cost and expense, to take appropriate legal action to enforce Project Patents relating thereto against any infringement by a Third Party.  Except as provided in the previous sentence, neither EMRE nor EMCC will have the right to take legal action to enforce any Project Patents against any infringement within the Symyx Proprietary Fields, unless specifically authorized by Symyx Tech.  If Symyx initiates a legal action under this Section, either EMRE or EMCC as the owning party will either (a) provide reasonable cooperation and assistance to Symyx, or (b) cede to Symyx sole ownership of the relevant Project Patent, in which case they will have no further obligations with respect to such legal action.

(c)           Project Patents Owned Solely By Symyx .  As between ExxonMobil and Symyx, Symyx has the sole right, but not the obligation, at its sole cost and expense, to take appropriate legal action to enforce any Project Patents it owns against any infringement by a Third Party.

(d)           Cooperation; Costs and Recoveries; Settlements .  The relevant parties will use commercially reasonable efforts to cooperate and render such assistance in the enforcement activities described in this Section 2.11 as the enforcing party may reasonably request, including being named or joined as a party to the enforcement to the extent required by law.  Costs of maintaining any action and damages recovered therefrom will be paid by and belong to the party bringing the action.

2.12        Third-Party Claims of Infringement .  If the manufacture, use, or sale of any Project Technology pursuant to this Agreement results in any Third-Party claim, suit, or proceeding alleging patent infringement against a Symyx entity or EMRE and/or EMCC (or their Affiliates or Licensees), the affected party will promptly notify the other relevant parties, setting forth the facts of such claims in reasonable detail.  Each party agrees to use commercially reasonable efforts to render assistance to the affected party in defending claims of infringement as the defendant may reasonably request.  The defendant has the [  *  ] right and obligation to defend and control the defense of any such claim, suit, or proceeding, at its own expense, using counsel of its own choice; provided, however, it will not enter into any settlement that admits or concedes that any Project Patent is invalid or unenforceable without the consent of the others, which may not be unreasonably withheld.  The defendant will keep the others reasonably informed of all material developments in connection with any such claim, suit, or proceeding.  Symyx Tech also agrees to notify both EMRE and EMCC of any Third-Party claim, suit, or proceeding alleging patent infringement relating to [  *  ] performed by Symyx under this Agreement.

2.13          If Symyx Tech and EMCC agree upon a project in the [  *  ] as a Limited Extension Project or as a New Project, the provisions of Exhibit B will apply with respect thereto.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.15        Limited Immunity with Respect to Symyx Patents.   With respect to Extended Projects and New Projects, and in furtherance of the rights granted to EMRE and EMCC in Sections 2.1 and 2.3, Symyx and its Affiliates will not, for so long as neither EMRE nor EMCC is in material breach of this Agreement, and solely to the extent necessary for EMRE, EMCC and their Affiliates to engage in Net Sales or Use of Products or Project Technology and the grant of licenses to Licensees to make, have made, use, sell, offer for sale, and import Products or Project Technology, (a) bring any claim or action against EMRE, EMCC or their Affiliates or their Licensees based on or asserting that the [  *  ] violates or infringes any patent controlled by Symyx or (b) bring any claim or action against EMRE, EMCC or their Affiliates or Licensees based on or asserting that the grant of licenses to Licensees to   [  *  ] violates or infringes any patent controlled by Symyx.

3.             Software

3.1          Staffing and Services .

(a)           Staffing. Symyx Software will provide, and EMRE will pay for, [  *  ] to deploy the Software and perform related activities within EMRE for a [  *  ] from [  *  ] , at an FTE Rate of [  *  ] .  The FTE will be mutually agreed by EMRE and Symyx Software, and will be based at an EMRE site (although Symyx Software and EMRE acknowledge that [  *  ] may from time to time provide Services from other sites, as required).  EMRE may elect to extend the services of this [  *  ] at the rate set forth above, by providing Symyx Software with written notice thereof on or before [  *  ] .  Symyx Software is not required under this Agreement to provide software FTEs in excess of those specified, funded, and paid for under this Section 3.1.

(b)           Services.   During the Term, upon EMCC's request, Symyx Software will provide services to EMCC to enable the compatibility of DTools Clients with future versions of the Software (if any), at a rate of [  *  ] , and as otherwise agreed by the parties.  In addition, EMRE and/or EMCC (as applicable) and Symyx Software may separately agree for Symyx Software to provide other services as agreed by the relevant parties at a rate of [  *  ] .  Symyx Software will not unreasonably refuse to provide such services.

3.2           Conversion of Software Licenses.   Subject to the terms and conditions of this Agreement, including payment of the amounts set forth in Section 3.11(a), and effective as provided in Section 3.3, the parties agree to [  *  ] enjoyed by EMRE and EMCC and their Majority Owned Affiliates under ATTLA Sections 5.02 (“Software License”), 5.03 (“Developer’s Kit Software License”) and 5.04 (“Sample Code”) [  *  ] . Consequently, subject to the terms and conditions of this Agreement, including payment of the amounts set forth in Section 3.11(a), Symyx hereby grants to EMRE and EMCC the following [  *  ] , non-exclusive, non-transferable (except as provided in Section 12.6), non-sublicenseable (except as provided in Section 3.5) rights , all effective as provided in Section 3.3:

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(a)            to install and use [  *  ] of copies of the Software, in object code format solely for the ExxonMobil Internal Activities; and

(b)            to install and use [  *  ] of the Developer’s Kit Software, in object code format, to create Software Customizations solely for the ExxonMobil Internal Activities; and

(c)            to use and modify the source code version of those portions of the Software and the Developer’s Kit Software that are identified in the documentation as sample code (“ Sample Code ”).  Neither EMRE nor EMCC may distribute the Sample Code, or any modified version of the Sample Code, in source code form (except as provided in Section 3.5);

( d)            to make a reasonable number of copies of the Software, the Developer’s Kit Software, the Sample Code as necessary in connection with its permitted uses thereof.

3.3           Paid-Up Licenses .  At their sole option, EMRE and EMCC may prepay any of the amounts set forth in Section 3.11(a) and 3.11(b).  Upon receipt of the amount set forth in Section 3.11(a), the licenses set forth in Section 3.2 will be deemed fully paid-up for the Software as it exists as of [  *  ] , provided all amounts due pursuant to Section 8.03 of the ATTLA have also been made.  If payments due to Symyx under Section 8.03 of the ATTLA are due and owing at the time of the Section 3.11 (a) payment, then the licenses granted in Section 3.2 will not be deemed fully paid up until both the amounts in Section 3.11(a) and the outstanding payments under Section 8.03 of the ATTLA are made.  Upon receipt of each annual Support and Maintenance fee set forth in Section 3.11(b), the licenses above will extend to the Software as it exists at the conclusion of the year for which the Support and Maintenance fee has been paid (i.e., [  *  ] of the following year).  Symyx Tech does not provide, and EMRE, EMCC and their Majority-Owned Affiliates are responsible for securing and using their own, Oracle database and operating system and appropriate licenses thereto. For clarity, the Maintenance and Support services term will begin on [  *  ] regardless of whether EMRE prepays the fees therefor.

3.4           Software Customization Obligations . With respect to any Software Customizations (and the intellectual property rights therein) EMRE and EMCC will either (a) rely solely on trade secret protection, or (b) grant to Symyx a non-exclusive, worldwide, perpetual, irrevocable, paid-up, transferable, sublicenseable right to make, have made, modify, copy, create derivative works based on, use, offer to sell, sell, export, and import any Software Customizations as to which EMRE or EMCC files a patent application.  EMRE and EMCC (as applicable) may, at their option, notify Symyx of any Software Customizations; but if EMRE or EMCC (as applicable) elects (b) above, it will provide Symyx the opportunity to review and comment on patent application drafts at least [  *  ] prior to filing or prosecuting any application for a patent with respect to any Software Customization, and will promptly notify Symyx if any patent publishes or is issued with respect to any Software Customization.  Notwithstanding the above, if (i) any part of the Software fails to operate in material conformance with the specifications and documentation therefor, and (ii) EMRE or EMCC so notifies Symyx, and (iii) Symyx notifies EMRE or EMCC (as applicable) that it is unable, on a commercially reasonable basis, to remediate the failure by issuing a Software Update or otherwise, and (iv) either EMRE (at its cost) or EMCC (at its cost) develops a Software Customization to remediate the failure, and (v) EMRE or EMCC files a patent application directed to that Software Customization; then notwithstanding the foregoing, EMRE and EMCC have no obligation to grant to Symyx the rights set forth in clause (b) above.  If requested by Symyx, EMRE and EMCC will grant to Symyx a fee-bearing license to such Software Customization, at a fee that is [  *  ] (as applicable) to develop and implement such Software Customization.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.5           Right to Extend Licenses to Majority-Owned Affiliates .  Subject to the terms and conditions of this Agreement, EMRE or EMCC may extend the licenses and other rights granted to them in this Section 3 to any of their Majority-Owned Affiliates as of the Effective Date or Majority-Owned Affiliates established after the Effective Date other than through acquisition (but such Majority-Owned Affiliates will have no right to grant any further extensions), provided that neither EMRE nor EMCC is then in default with respect to any of its obligations to Symyx under this Section 3.  Any such extension must be in writing, accepted in writing by the Affiliate, and provided to Symyx upon request. Obligations and restrictions imposed on ExxonMobil in this Agreement will apply equally to such Majority-Owned Affiliates, and the operations of such Majority-Owned Affiliates will be deemed to be the operations of the party extending such rights (EMRE or EMCC as the case may be) and such party will remain primarily responsible for the performance of the Majority-Owned Affiliates to which it extended rights hereunder. A license extended under this Section will automatically terminate for a given entity when that entity ceases to be a Majority-Owned Affiliate (if it has not terminated sooner).  Symyx recognizes that EMCC may have certain of its personnel on loan [  *  ] .  Notwithstanding anything herein to the contrary, such personnel shall be treated as employees of a Majority–Owned Affiliate while working at an ExxonMobil site for the purpose of this Section 3.

3.6           Limited License .  By virtue of this Section 3, EMRE and EMCC acquire only the non-exclusive rights to operate the Software, Developer’s Kit Software, and Software Customizations as specified in this Section 3 and to make copies of the Software and the Developer’s Kit Software as necessary in connection with the use thereof by them and their Majority-Owned Affiliates who have rights pursuant to Section 3.5.  All other rights in the Software and the Developer’s Kit Software, and all title and interest in the Software and the Developer’s Kit Software, and rights in patents, copyrights, and trade secrets in the Software and the Developer’s Kit Software, including the copies of the Software and the Developer’s Kit Software delivered to EMRE or EMCC and other Majority-Owned Affiliates, at all times remain, as between ExxonMobil and Symyx, the property of Symyx.  The features of the graphical user interface of the Software and the Developer’s Kit Software (“ User Interface ”), including, icons, menu and screen designs, screen layouts, and command and screen sequence, are proprietary to Symyx and are only disclosed to EMRE and EMCC under a condition of confidentiality.  None of EMRE, EMCC nor their Majority-Owned Affiliates will create software programs incorporating the User Interface or any part thereof.  The User Interface is a copyrighted work of Symyx and none of EMRE, EMCC nor their Affiliates will challenge Symyx’s copyright in and to the User Interface.

3.7           General Restrictions.   Except as expressly set forth above, none of EMRE, EMCC nor their Affiliates will: (a) reproduce, distribute, copy, sell, lease, license or sublicense the Software, Developer’s Kit Software, or any Software Customization; (b) use the Software, Developer’s Kit Software, or any Software Customization other than as licensed above; (c) attempt to reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Software or the Developer’s Kit Software; (d) modify, translate, enhance, or create derivative works based on the Software or the Developer’s Kit Software; or (e) remove any copyright, trademark or patent notices that appear on the Software or the Developer’s Kit Software as delivered to EMRE or EMCC.  Both EMRE and EMCC will use commercially reasonable efforts to prevent any Affiliate or Third Party who has gained access to the Software, Developer’s Kit Software, or any Software Customization through its actions or omissions from engaging in any of the activities prohibited by this Section. EMRE and EMCC will each assume responsibility for such actions by such Affiliates or Third Parties to the same extent as if it had engaged in such activities itself.  Further, EMRE and EMCC will  ensure that access to the Software, Developer’s Kit Software, or any Software Customization is limited to employees and in-house contract personnel of (i) EMRE and EMCC, (ii) Majority-Owned Affiliates to which rights have been extended pursuant to Section 3.5 and (iii) Affiliates and Third Parties approved by Symyx Tech in writing (with such approval not to be unreasonably withheld); in each case, who are working directly with the Software, Developer’s Kit Software, or any Software Customization.  Other than in carrying out the ExxonMobil Internal Activities, neither EMRE nor EMCC will provide access to the Software, Developer’s Kit Software, or any Software Customization to any Third Party.  Nothing herein will be deemed to restrict EMRE or EMCC from disclosing results obtained through use of the Software or any Software Customization to any Third Party.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.8           Reports.   During the term of this Agreement and thereafter for as long as Symyx has a duty to report users to its third-party suppliers or other third parties, EMRE and EMCC (as applicable) will report to Symyx Software the number of users of the Software and the Developer’s Kit Software, within [  *  ] at the request of Symyx Software, but not more frequently than on a quarterly basis.  Symyx Software will notify EMRE and EMCC (as applicable) when its duty to third-party suppliers no longer exists.

3.9          Source Code .  Pursuant to the ATTLA, Symyx Technologies has previously enrolled EMCC as a beneficiary to its master source code escrow agreement with [  *  ] , and subsequently transferred (with the consent of EMCC) [  *  ] .  Symyx Software will ensure that the latest versions of the Software and the Developer’s Kit Software released to EMRE or EMCC hereunder have been provided to the escrow agent pursuant to that agreement for so long as (a) EMCC and EMRE are entitled to receive Support and Maintenance services hereunder, and (b) for so long as EMCC and/or EMRE pays the expenses associated with the source code escrow.

3.10        Support and Maintenance.

(a)           Software—[  *  ].   Symyx Software agrees to provide Support and Maintenance services for the Software and Developer’s Kit Software for up to [  *  ] in exchange for the fees set forth in 3.11(b).

(b)           Paid-Up Licenses .  When both EMRE and EMCC cease to receive Support and Maintenance, EMRE and EMCC will enjoy a paid-up license to the version of the Software and Developer’s Kit that is commercially available on the date that Support and Maintenance ends.  This paid-up license would extend to all Software Upgrades for annual periods in which ExxonMobil has paid for Support and Maintenance services.  For clarity, if ExxonMobil pays for Support and Maintenance through [  *  ] , the license would be paid up with respect to the Software (including Software Upgrades) commercially available through that date.  If ExxonMobil were to terminate Support and Maintenance as of [  *  ] , the license would be paid up only with respect to the Software (including Software Upgrades) that is commercially available through [  *  ] .

(c)           Future Support and Maintenance Services .  Provided that both EMRE and EMCC have not earlier terminated Support and Maintenance as permitted in Section 3.12, and provided that they wish to continue Support and Maintenance, the parties agree to begin negotiating terms for ongoing Support and Maintenance at least [  *  ] prior to the conclusion of the [  *  ] described above.

3.11        Fees.

(a)           Software Licenses.   In consideration of the software license rights granted above, EMRE will pay to Symyx Software a total of [  *  ] , due on [  *  ] .

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(b)           Support and Maintenance.

(i)            EMRE and EMCC will purchase Support and Maintenance for the Software and Developer’s Kit, for the initial year [  *  ] , and EMRE   will pay to Symyx Software   a total of [  *  ] .

(ii)            If EMRE and EMCC elect to purchase Support and Maintenance for the Software and Developer’s Kit, for [  *  ] , then EMRE   will pay to Symyx Software a total of [  *  ] .

(iii)            If EMRE and EMCC elect to purchase Support and Maintenance for the Software and Developer’s Kit, for [  *  ] , then EMRE   will pay to Symyx Software a total of [  *  ] .

(iv)            If EMRE and EMCC elect to purchase Support and Maintenance for the Software and Developer’s Kit, for [  *  ], then EMRE   will pay to Symyx Software   a total of [  *  ] .

The first and each subsequent Support and Maintenance installment (if elected) is due and payable annually in advance on or before [  *  ] of each year.

3.12        Renewals, Cancellations and Reinstatement.   On or before [  *  ] of each annual Support and Maintenance term, the Software Committee will review the available Software Roadmap.  If EMRE and EMCC wish to continue Support and Maintenance for the next ensuing term specified in Section 3.11(b), EMRE and EMCC will provide advance notice to Symyx Software and Symyx Tech no later than [  *  ] of the preceding term.  If notice is not received by [  *  ] , Support and Maintenance will terminate on the [  *  ] immediately following.  If EMRE and EMCC elect to renew by [  *  ] , EMRE and EMCC may not thereafter cancel Support and Maintenance for the ensuing term unless after providing the notice described above, (a) events transpire that give ExxonMobil the right to terminate the Agreement under Sections 11.2, 11.3 or 11.4, or (b) Symyx notifies ExxonMobil it is unable to provide Support and Maintenance during the period requested; in either case EMRE and EMCC may revoke the notice previously provided to Symyx Software under this Section.  Absent such revocation, Support and Maintenance will continue in accordance with the terms of the notice and this Agreement.

If during any annual Support and Maintenance term EMRE and EMCC believe, in their commercially reasonable judgment, that Symyx Software has breached its Support and Maintenance obligations and failed to cure following due notice from EMRE and EMCC, they will submit their concerns to the Executive Committee for resolution by [  *  ] of such term.  This submittal will toll the notice period for renewal referenced in the preceding paragraph.  If the Executive Committee cannot resolve the matter within [  *  ] of EMRE’s and EMCC’s submission, EMRE and EMCC will be deemed to have elected not to renew for the ensuing year, and Symyx shall be required to pay EMRE [  *  ] upon expiration of the then current term.  If the Executive Committee successfully resolves the matter within such [  *  ] , then EMRE and EMCC will be deemed to have elected to renew for the ensuing year.

Should EMRE and EMCC elect not to renew for an ensuing year under Section 3.11(b) for any reason, then at any time during the [  *  ] EMRE and EMCC may elect to reinstate Support and Maintenance services effective as of the beginning of the next annual term [  *  ] by providing notice to Symyx Software and Symyx Tech and paying [  *  ] , consisting of [  *  ] , plus [  *  ] .  The reinstatement of Support and Maintenance would be effective beginning on the following [  *  ] .  If Support and Maintenance is reinstated pursuant to this Section, then upon receipt of amounts described in this Section, the paid-up license described in Section 3.10(b) above will extend retroactively to versions of the Software and Developer’s Kit that have been made commercially available during the lapsed period, and thereafter as provided in Section 3.10(b) as if there were no interruption in EMRE’s and EMCC’s receipt of Support and Maintenance.  EMRE and EMCC may not use this provision to reinstate Support and Maintenance   after [  *  ] to a cancellation penalty after any reinstatement.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.13        Ancillary Software.  In addition to the Software set forth on Exhibit D , Symyx Software agrees to make available the software (lowercase intentional) relating to Discovery Tools Systems deployed under the ATTLA, to the extent named on Exhibit L attached hereto.  EMRE, EMCC or their Majority-Owned Affiliates as of the Effective Date or Majority Owned Affiliates established after the Effective Date other than through acquisition, may use these programs in conjunction with their licensed use of the Software as provided in this Section 3.  Symyx Software agrees that it will provide bug fixes, patches and/or workarounds to such software program(s) (but not other Software Upgrades) if, as and when available for a period that is (a) coterminous with the Support and Maintenance provided with respect to the Software, or (b) for each program set forth on Exhibit L , if earlier, if and when Symyx provides a Software Upgrade to the Software that addresses the same functionality as the program (i.e., such that the functionality of the program is subsequently supported by Symyx Software as part of the Software (capitalized)).  For clarity, new functionality will not be provided under this section with respect to the programs set forth on Exhibit L .  For clarity, ancillary software for future Discovery Tools Systems will be addressed in the applicable Discovery Tools System purchase agreement.

4.              Combinatorial Chemistry License

4.1           License .  Symyx Tech hereby grants to EMRE, EMCC and their Affiliates a [  *  ] , non-exclusive, [  *  ] , irrevocable license, effective as of [  *  ] , under (a) [  *  ] and (b) [  *  ] to any of the parties collectively referred to herein as ExxonMobil under the ATTLA or hereunder, to make (but not to (i) sell or offer for sale other than to an Affiliate (ii) distribute or lease, (iii) have made except as set forth in clause (b) of the definition of [  *  ] , or (iv) import or export, other than to Affiliates)   [  *  ] having an aggregate total of [  *  ] and to use such [  *  ] .  Subject to Symyx Tech’s receipt of the consideration described below, the license for each such [  *  ] will be deemed to be fully paid-up for the life of such tool, and includes [  *  ] built during the term of the ATTLA or after, subject to the dollar limitation above and other provisions set forth in this Agreement.

4.2           Specific Exclusions .  The license set forth in this Section 4 specifically excludes the right to copy or reverse engineer Symyx-designed instruments or software.  It is understood that this license does not extend to or include any [  *  ] tools purchased by EMRE, EMCC or their Affiliates from a Third Party and used in any manner, and that the costs of such [  *  ] tools will not be included in determining the aggregate total of ExxonMobil Combinatorial Chemistry Tool Costs even if incorporated as a component of an ExxonMobil Combinatorial Chemistry Tool.

4.3          Consideration.   As consideration for the license granted above,

(a)   EMRE agrees to pay Symyx Tech [  *  ] in the aggregate [  *  ] , and the license granted to EMRE, EMCC and their Affiliates in Section 4.1 will be considered fully paid-up upon receipt by Symyx of such payment and Symyx Tech’s receipt of all amounts due to it pursuant to Sections 8.05 and 8.06 of the ATTLA;

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(b)            EMRE and EMCC hereby grant to Symyx a [  *  ] , non-exclusive, [  *  ] , irrevocable license under [  *  ] including Combinatorial Chemistry Know-How developed by an ExxonMobil Affiliate to which rights pursuant to the ATTLA or this Agreement have been extended, in connection with any Discovery Tools System and otherwise as may be useful in Symyx’s current or future business, except   that (i) [  *  ] ; and (ii)   Symyx may not [  *  ] .

(c)            EMRE and EMCC hereby grant to Symyx a [  *  ] , worldwide, non-exclusive, [  *  ] , irrevocable license, under any   ExxonMobil DTools Improvements developed by ExxonMobil [  *  ] , to use such DTools Improvements in connection with any Discovery Tools System and otherwise as may be useful in Symyx’s current or future business, except   that (i) Symyx may not sublicense [  *  ] ; and (ii) Symyx may not [  *  ] .

4.4           Disclosure. EMRE and EMCC agree to disclose annually to Symyx Tech (a) any ExxonMobil DTools Improvements made by it during [  *  ] , and not previously disclosed to Symyx Tech, [  *  ] , (b) the aggregate total of ExxonMobil Combinatorial Chemistry Tool Costs for ExxonMobil Combinatorial Chemistry Tools deployed by it [  *  ] or not previously disclosed to Symyx Tech, and (c) a listing of [  *  ] or not previously disclosed to Symyx Tech.  In no event will a party's failure to provide any of notices (a) through (c) be deemed to be a breach of a material obligation under this Agreement.  It is understood that EMRE and EMCC will have no obligation to disclose to Symyx any details regarding a specific use or application of an ExxonMobil Combinatorial Chemistry Tool or a Symyx Discovery Tools System, any ExxonMobil Confidential Information relating to processes or materials, or details as to how ExxonMobil arrived at an ExxonMobil DTool Improvement.

4.5           Confidentiality .  For clarity, the license granted in Section 4.1 above, and the license granted to Symyx under the ExxonMobil Combinatorial Chemistry Know-How set forth in Section 4.3(b) above are subject to the confidentiality obligations set forth in Section 8.

4.6           Disclaimer .   THE   SYMYX ENTITIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SYMYX COMBINATORIAL CHEMISTRY PATENT RIGHTS OR SYMYX COMBINATORIAL CHEMISTRY KNOW HOW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY SYMYX COMBINATORIAL CHEMISTRY PATENT RIGHTS OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EMRE AND EMCC MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE EXXONMOBIL COMBINATORIAL CHEMISTRY PATENT RIGHTS OR EXXONMOBIL COMBINATORIAL CHEMISTRY KNOW HOW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY EXXONMOBIL COMBINATORIAL CHEMISTRY PATENT RIGHTS OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

5.              Tools Systems

5.1           ATTLA Purchases.   Any purchase agreement for a Discovery Tools Systems entered into [  *  ] is subject to the terms of the ATTLA, irrespective of the delivery date of the Discovery Tools System.  Any purchase agreement for a Discovery Tools System entered into after [  *  ] will be pursuant to the provisions of this Section 5.

5.2           Procedure .  After [  *  ] , if EMRE or EMCC (or an Affiliate to which EMRE or EMCC has extended rights pursuant to Section 5.12) wishes to acquire a Discovery Tools System hereunder, it will notify Symyx Tools.  When the specifications for the Discovery Tools System are finalized, Symyx Tools will provide EMRE, EMCC or the Affiliate (as applicable) with a detailed estimate, consistent with Exhibit C , of the Tools Cost for the Discovery Tools System.  If EMRE, EMCC or the Affiliate (as applicable) elects to proceed with acquisition of the Discovery Tools System, then EMRE, EMCC or the Affiliate (as applicable) and Symyx Tools will enter into an agreement that specifies the description of the Discovery Tools System, the anticipated Tools Price for the system based on the detailed cost estimate, and other relevant terms and conditions, including exclusivity provisions (pursuant to Section 5.4), if any.   Symyx Tools will use commercially reasonable efforts to deliver each Discovery Tools System within [  *  ] of the effective date of the applicable agreement.

(a)           Revised Cost Estimates; Notification of Cost Overruns .  Symyx Tools will provide to EMRE, EMCC or the Affiliate (as applicable) periodic (at least quarterly) revised estimates of the anticipated Tools Cost during fabrication of a Discovery Tools System.  If Symyx Tools believes that the Tools Cost of a Discovery Tools System is likely to exceed the original detailed cost estimate, Symyx Tools will provide prompt written notice thereof to EMRE, EMCC or the Affiliate (as applicable), together with an estimate of the anticipated amount of the cost overrun and an explanation of the reasons therefor.  Symyx Tools will cooperate and make all changes reasonably requested by EMRE, EMCC or the Affiliate (as applicable) to mitigate the cost overrun.  If there are change orders, or if the parties approve changes in the design or components of the Discovery Tools System that EMRE, EMCC or the Affiliate (as applicable) requests, the parties will negotiate appropriate adjustments to the applicable cost estimate and pricing of the Discovery Tools System.

(b)           Responsibility for Cost Overruns .  EMRE, EMCC or the Affiliate (as applicable) will pay Symyx Tools, pursuant to Section 5.3, for each Discovery Tools System, provided that the actual Tools Cost for the system does not exceed [  *  ] of the original detailed cost estimate provided pursuant to Section 5.2 (as adjusted for changes pursuant to Section 5.2(a) above).  If the actual Tools Cost for a system exceeds [  *  ] of the detailed cost estimate (as adjusted), then the excess (i.e., the amount by which the actual Tools Cost exceeds [  *  ] of the original detailed cost estimate (as adjusted)) will not be subject to the price multiplier set forth in Section 5.3, and EMRE, EMCC or the Affiliate (as applicable) will reimburse Symyx Tools only for [  *  ] of the excess.

5.3          Tools Price .  If EMRE, EMCC or an Affiliate places a binding order with Symyx Tools for the purchase of a Discovery Tools System hereunder between [  *  ] , then EMRE, EMCC or their Affiliate (as applicable), will pay Symyx Tools a Tools Price for such Discovery Tools Systems equal to [  *  ] .  For clarity, the foregoing sentence acts as an amendment to Section 7.03 of the ATTLA.   The Tools Price is exclusive of federal, state, and local excise, sales, use, and similar taxes.  EMRE, EMCC or their Affiliate (as applicable) will be liable for and pay all applicable taxes (other than taxes imposed on or measured by net income) appropriately invoiced by Symyx Tools, unless EMRE, EMCC or their Affiliate (as applicable) provides Symyx Tools with a properly executed tax exemption certificate prior to delivery of an invoice setting forth any such taxes.  None of EMRE, EMCC or a purchasing Affiliate will be liable for any federal, state, or local income tax, franchise tax, or similar tax based upon Symyx Tools’ income.  In addition to the Tools Price, EMRE, EMCC or their Affiliate (as applicable) will bear all costs for transportation, shipping, and insurance expenses in respect of shipment to a delivery point designated by EMRE, EMCC or their purchasing Affiliate.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

5.4           Limited Exclusivity .

(a)            For the purposes of Tools Limited Exclusivity and Section 7.05(c)(ii) of the ATTLA, the completion date of Research Projects will be [  *  ] for those Research Projects that continue beyond [  *  ] as “Extended Projects” in accordance with the terms of this Agreement.  Further, any Discovery Tools System whose development was started under the ATTLA and completed under this Agreement shall be eligible for limited exclusivity pursuant to the ATTLA   For clarity, the foregoing sentence acts as an amendment to Section 7.05(c)(ii) of the ATTLA.

(b)            With respect to Tools Limited Exclusivity as provided in Section 7.05 of the ATTLA, EMRE or EMCC may notify Symyx Tech and Symyx Tools that it wishes to discuss additional exclusivity provisions for certain Discovery Tools Systems, and the terms and conditions therefor. Symyx Tech and Symyx Tools agree to discuss such desires in good faith. This provision does not obligate any party to agree to any such additional provisions or the terms and conditions therefor.

5.5           Tools License .  Subject to the terms and conditions of this Agreement, Symyx Tools hereby grants to EMRE, EMCC or the purchasing Affiliate (as applicable) the following licenses in connection with any specific Discovery Tools System delivered to such entity under this Agreement, in each case for the life of such Discovery Tools System, a non-exclusive, irrevocable, [  *  ] (except as provided in Section 5.12), [  *  ] license:

(a)            under the Symyx Combinatorial Chemistry Patent Rights, to use each Discovery Tools System as delivered hereunder solely for the ExxonMobil Internal Activities;

(b)            to install and use the software delivered with each Discovery Tools System as delivered hereunder, on the computer workstations delivered in connection therewith (and any replacements thereof) solely in connection with the operation of such Discovery Tools System by EMRE, EMCC or the purchasing Affiliate (as applicable) for the ExxonMobil Internal Activities (Symyx does not provide, and EMRE, EMCC and their Affiliates are responsible to secure or use, their own Oracle database and operating system and appropriate licenses thereto);

(c)            to use the Symyx Combinatorial Chemistry Know How in connection solely with the operation of each Discovery Tools System as delivered hereunder, solely for the ExxonMobil Internal Activities or as otherwise expressly provided herein; and

(d)            subject to Section 5.6 below, to modify Symyx-built and delivered Discovery Tools Systems (including modifying the software provided with a Discovery Tools System pursuant to the licenses granted in Section 3.2(b) and (c)), whether the Discovery Tools System is acquired pursuant to the ATTLA or hereunder.

The licenses granted above are transferable to any ExxonMobil Affiliate to which the Discovery Tools System has been transferred, but only for use in the research, development, and commercialization activities of such Affiliate (consistent with the definition of ExxonMobil Internal Activities if such Affiliate is substituted for EMRE or EMCC in that definition).  These licenses will be deemed paid up for each Discovery Tools System upon Symyx Tools’ receipt of the Tools Price.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

5.6           Limitations on Modification .  The modification license granted in Section 5.5(d) does not include the right to modify a Discovery Tools System to [  *  ] .  For clarity, [  *  ] .

5.7           Legend .  All copies of the Discovery Tools System delivered hereunder and any accompanying software and related documentation may include Symyx’s copyright, trademarks, patent numbers, and other proprietary notices in the manner in which such notices were placed by Symyx Tools.  Further, Symyx Tools may label any such system with a permanent non-erasable identification label including Symyx’s name, a model number, a sequential serial number, date of manufacture, location manufactured, and specification version to which the system was manufactured.  EMRE, EMCC and their Affiliates to which rights have been extended pursuant to Section 5.12 will not knowingly remove, obscure, or alter copyright notices, trademarks, patent numbers or other proprietary rights notices affixed to or contained within any such system or software.

5.8           Limited Discovery Tools System Warranty .  Symyx Tools warrants to EMRE that each Discovery Tools System sold and licensed by Symyx Tools to EMRE and deployed at EMRE will conform in all material respects with the specifications for such System and will meet the acceptance criteria for such Discovery Tools System during the Warranty Period.  Symyx Tools warrants to EMCC that each Discovery Tools System sold and licensed by Symyx Tools to EMCC and deployed at EMCC or other Affiliate, and elected by EMCC to receive warranty support pursuant to Section 5.8(c) below, will conform in all material respects with the specifications for such Discovery Tools System and will meet the acceptance criteria for such Discovery Tools System   during the Warranty Period.  The Warranty Period for particular Discovery Tools Systems is as set forth below.  Symyx does not warrant that any Discovery Tools System will meet the requirements of EMRE, EMCC or their Affiliates, or that the operation of any Discovery Tools System will be uninterrupted or error free or that any Discovery Tools System will be compatible with other hardware or software that EMRE, EMCC or their Affiliate may elect to operate with any Discovery Tools System.  If any Discovery Tools System does not meet the warranty specified above during the Warranty Period, Symyx Tools will, at its option, repair or replace at no cost any defective or nonconforming Discovery Tools System (or component thereof).  Symyx Tools will accomplish such repair or replacement as quickly as is commercially practicable.  The foregoing warranties and remedies will be void as to any Discovery Tools System, components, or associated software damaged or rendered unserviceable by: (a) the acts or omissions of personnel other than Symyx employees and Symyx contractors; (b) misuse, abuse, neglect, theft, vandalism, fire, water, or other peril; (c) modification of, alteration of, or additions to any Discovery Tools System or associated software performed by non-Symyx personnel; or (d) non-conformities arising from use of any Discovery Tools System with any other hardware, software, firmware, devices, or other products, including ExxonMobil DTool Improvements.

(a)           Tools Systems Acquired Under This Agreement.   The initial Warranty Period for each Discovery Tools System acquired by EMRE, EMCC or an Affiliate under this Agreement will be as set forth in the agreement applicable to that Discovery Tool System, but will in no event be for [  *  ] .  The price for the initial warranty will be calculated in accordance with the formula in Section 5.8(d) below.

(b)           ATTLA Tools Systems Deployed at EMRE .  The warranty set forth above will apply to Discovery Tools Systems deployed at EMRE on or after the Effective Date and acquired under the ATTLA or hereunder. The Warranty Period will begin for each such EMRE Discovery Tool System [  *  ] , and will end on [  *  ] .  If the warranty acquired pursuant to the purchase agreement for an EMRE Discovery Tools System has already expired as of the Effective Date, then its Warranty Period will begin on the Effective Date and continue through [  *  ] .  If the warranty acquired pursuant to the purchase agreement for an EMRE Discovery Tool System expires after [  *  ] , such EMRE Discovery Tool System will not fall under the warranty set forth above.  In exchange for this extended warranty, EMRE agrees to pay to Symyx Tools a per annum price for the extended warranty for each such tool as provided in Section 5.8(d) below, [  *  ] and prorated for the time each EMRE Discovery Tool System will be covered under that extended warranty.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(c)           ATTLA Tools Systems deployed at EMCC and Affiliates Other Than EMRE . EMCC may elect to have the limited tools warranty set forth above apply (as of the Effective Date hereof) to Discovery Tools System already deployed at EMCC or another Affiliate as of the Effective Date hereof (i.e., those acquired under the ATTLA), by providing notice to Symyx Tools at least [  *  ] before the expiration of the existing warranty period for such Discovery Tool System under the ATTLA and the relevant Discovery Tools Agreement. EMCC may also select an extended warranty period, subject to a minimum commitment (for each separate Discovery Tool System) of [  *  ] .  If the existing ATTLA warranty for a particular Discovery Tool System is extended beyond [  *  ] , EMCC must commit to an extended warranty period through [  *  ] . If the first extended warranty period under this provision ends before [  *  ] , EMCC will have the right to request a second extended warranty period   for a particular Discovery Tool System, again with the minimum commitment described above; provided, that Symyx has the right not to agree to the second period for any reason.  EMCC agrees to pay to Symyx Tools a per annum price (for each Discovery Tools System covered under this provision) for any extended warranty hereunder as provided below. [  *  ] :

    Annual Warranty Payments for ATTLA Tools Systems

     Deployed at EMCC and other Affiliates (US$)             [  *  ]

(i)           Special Notice Period .  If EMCC wishes to have the warranty in Section 5.8 above apply to Discovery Tools Systems deployed at EMCC or another Affiliate other than EMRE as of the Effective Date hereof, and the ATTLA warranty period for such Discovery Tools System(s) (a) has already expired, or (b) expires between [  *  ] , EMCC must provide notice to Symyx Tools of its election to extend the warranty within [  *  ] .

(d)           Basic Warranty Price . The per annum warranty cost for each Discovery Tools System will be equal to [  *  ] .

(e)            Except as provided in clause (c)(i) of this Section, whereby EMCC may reinstate lapsed warranty on certain Discovery Tools Systems, Symyx will have no obligation to provide warranty coverage or support on any Discovery Tools System deployed at EMCC or an Affiliate other than EMRE for which warranty coverage has lapsed, whether before or after the Effective Date. The parties’ obligations to provide and receive warranty coverage (respectively) will terminate on [  *  ] .

5.9           Disclaimer .  EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.8, OR AS MAY BE PROVIDED FOR A PARTICULAR DISCOVERY TOOL SYSTEM IN THE APPLICABLE TOOLS PURCHASE AGREEMENT, SYMYX MAKES AND NEITHER EMRE NOR EMCC RECEIVES ANY  WARRAN­TIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN ANY PROVISION OF THIS AGREEMENT OR OTHER COMMUNICATION WITH EMRE OR EMCC WITH RESPECT TO ANY DISCOVERY TOOLS SYSTEM DELIVERED UNDER THIS AGREEMENT, AND SYMYX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

5.10        Source Code .  During the Term, Symyx will ensure that the latest versions of the software delivered in connection with a Discovery Tools System delivered hereunder are included in the materials provided to the escrow agent pursuant to Section 3.9, pursuant to the escrow agreement referenced therein.

5.11        Restrictions .

(a)           Restrictions on ExxonMobil .  Except as expressly set forth above, none of EMRE, EMCC or their Affiliates will: (a) reproduce, distribute, copy, sell, lease, license or sublicense any Discovery Tools System delivered hereunder or components thereof or accompanying software (other than for back-up purposes), or any documentation directly related thereto (other than as reasonably required in connection with the use or operation of the Discovery Tools System); (b) use the Discovery Tools System delivered hereunder, components thereof or accompanying software other than as licensed above; (c) use the software delivered with any Discovery Tools System delivered hereunder in connection with any system or equipment other than the Discovery Tools System; (d) attempt to reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from such software; (e) modify, translate, enhance, or create derivative works based on the Software or the Developer’s Kit Software; or (f) use such software in any time-sharing or other multi-user network or service bureau.  EMRE and EMCC (as the case may be) will use commercially reasonable efforts to prevent any Affiliate or Third Party who has gained access to the Software, Developer’s Kit Software, or any Software Customization through its actions or omissions from engaging in any of the activities prohibited by this Section.  The party through which access was acquired (EMRE or EMCC, as applicable), will assume responsibility for such actions by such Affiliates or Third Parties to the same extent as if it had engaged in such activities itself.  Further, EMRE and EMCC will ensure that access to the software accompanying any Discovery Tools System hereunder is limited to employees and in-house contract personnel of (i) EMRE, (ii) EMCC, (iii) Majority-Owned Affiliates to which rights have been extended pursuant to this Section 5 and (iv) Affiliates and Third Parties approved by Symyx Tech in writing (with such approval not to be unreasonably withheld); in each case, who are working directly with such Discovery Tools System and solely on the computer workstations provided therewith (or replacements thereof).  Neither EMRE nor EMCC will provide access to any Discovery Tools System to any Third Party, except in connection with the use of such Discovery Tools System by EMRE or EMCC pursuant to the terms of this Agreement.

(b)           Restrictions on Symyx . [  *  ]

At any time, Symyx may provide ExxonMobil credible evidence showing that the ExxonMobil Strategic Confidential Information at issue falls within one or more of the exceptions in Section 8.4.  If Symyx disagrees with ExxonMobil’s position, Symyx may submit the issue to the Advisory Committee for resolution.

For clarity, the foregoing acts as an amendment of Section 7.13.2 of the ATTLA.

[ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

5.12        Right to Extend Licenses to Affiliates .  Subject to the terms and conditions of this Agreement, EMRE or  EMCC may extend the licenses and rights granted in this Section 5.12 to any of their Affiliates (but such Affiliates will have no right to grant any further extensions) for use in the research, development, and commercialization activities of such Affiliates