Luminex IS Version 2.3 - Manual (Page 4)

BUYER HEREBY GRANTS TO LUMINEX A NONEXCLUSIVE, WORLDWIDE, UNRE-
STRICTED, ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT
AND AUTHORIZE SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN INVEN-
TIONS 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 PRODUCT; EXPLOIT ANY AND ALL METHODS OR PROCESSES;
AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITH-
STANDING 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 con-
duct 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 han-
dling the Product. Buyer agrees to comply with instructions, if any, furnished by Seller or Luminex
relating to the use of the Product and 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.
4. Buyer's Representations, Release and Indemnity - Buyer represents and warrants that it shall use
the Product in accordance with Paragraph 2, "Buyer's Use of Product," and that any such use of Prod-
uct will not violate any law, regulation, judicial order or injunction. Buyer agrees to release, dis-
charge, 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 (collec-
tively 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 consulting fees) that any of
the Released Parties may sustain or incur as a result of any claim against such Released Party based
upon negligence, breach of warranty, strict liability in tort, contract or any other theory of law or
equity arising out of, directly or indirectly, the use of the Product or by reason of Buyer's failure to
perform its obligations contained herein. Buyer shall fully cooperate with the Released Parties in the
investigation and determination of the cause of any accident involving the Product which results in
personal injury or property damage and shall make available to the Released Parties all statements,
reports, recordings and tests made by Buyer or made available to Buyer by others.
5. Patent Disclaimer - Neither Seller nor Luminex warrants that the use or sale of the Product will not
infringe the claims of any United States or other patents covering the product itself or the use thereof
in combination with other products or in the operation of any process.