Luminex xPONENT 4.2 for FLEXMAP - Manual (Page 5)

Luminex's laser based fluorescent analytical test instrumentation. Buyer further
acknowledges that the Product has not received approval from the United States Food and
Drug Administration or other federal, state or local regulatory agencies and has not been
tested by Seller or Luminex for safety or efficacy in food, drug, medical device, cosmetic,
commercial or any other use, unless otherwise stated on the Product label or in Seller's
technical specifications or material data sheets furnished to Buyer. Buyer expressly
represents and warrants to Seller that Buyer will use the Product in accordance with the
Product label, if applicable, and will properly test and use any Product in accordance with the
practices of a reasonable person who is an expert in the field and in strict compliance with the
United States Food and Drug Administration and all applicable domestic and international
laws and regulations, now and hereinafter enacted.
BUYER HEREBY GRANTS TO LUMINEX A NONEXCLUSIVE, WORLDWIDE,
UNRESTRICTED, ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO
GRANT AND AUTHORIZE SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN
INVENTIONS COMPRISING MODIFICATIONS, EXTENSIONS, OR ENHANCEMENTS
MADE BY BUYER TO THE PRODUCT OR TO THE MANUFACTURE OR USE OF THE
PRODUCT ("IMPROVEMENT PATENTS"), TO MAKE, HAVE MADE, USE, IMPORT,
OFFER FOR SALE OR SELL ANY AND ALL OF THE PRODUCT; EXPLOIT ANY AND ALL
METHODS OR PROCESSES; AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS
FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING, "IMPROVEMENT
PATENTS" SPECIFICALLY EXCLUDES PATENT CLAIMS CONCEIVED AND REDUCED
TO PRACTICE BY BUYER CONSISTING OF METHODS OF SAMPLE PREPARATION,
METHODS OF CONJUGATING PRODUCT TO ANALYTES, THE COMPOSITION OF
MATTER OF THE SPECIFIC CHEMISTRIES OF THE ASSAYS DEVELOPED BY BUYER
AND METHODS OF PERFORMING THE ASSAYS (I.E., THE PROTOCOL FOR THE
ASSAY).
Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and
to conduct any further research necessary to learn the hazards involved in using the Product.
Buyer also has the duty to warn Buyer's customers, employees, agents, assigns, officers,
successors and any auxiliary or third party personnel (such as freight handlers, etc.) of any
and all risks involved in using or handling the Product. Buyer agrees to comply with
instructions, if any, furnished by Seller or Luminex relating to the use of the Product and to
not misuse the Product in any manner. Buyer shall not reverse engineer, decompile,
disassemble or modify the Product. Buyer acknowledges that Luminex retains ownership of
all patents, trademarks, trade secrets and other proprietary rights relating to or residing in the
Product and Buyer receives no rights to such intellectual property rights by virtue of its
purchase of Product other than as expressly set forth herein. Buyer shall have no right to use
any trademarks owned or licensed to Luminex without the express written permission of
Luminex.
4. Buyer's Representations, Release and Indemnity
Buyer represents and warrants that it shall use the Product in accordance with Paragraph 3,
"Buyer's Use of Product," and that any such use of the Product will not violate any law,
regulation, judicial order or injunction. Buyer agrees to release, discharge, disclaim and
renounce any and all claims, demands, actions, causes of action and/or suits in law or equity,
now existing or hereafter arising, whether known or unknown, against Seller and Luminex,
and their respective officers, directors, employees, agents, successors and assigns
(collectively the "Released Parties"), with respect to the use of the Product. Buyer agrees to
indemnify and hold harmless the Released Parties from and against any suits, losses, claims,
demands, liabilities, costs and expenses (including attorney, accounting, expert witness, and
v