Luminex xPONENT for MAGPIX - Manual (Page 5)

indicated on the Product label, the Product has not received approval from the United States
Food and Drug Administration or other federal, state or local regulatory agencies and have
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 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 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 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 2,
"Buyer's Use of Product," and that any such use of 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
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,
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