Luminex IS Version 2.3 Manuel d'utilisateur télécharger pdf (Page 4)

Administration and all applicable domestic and international laws and regulations, now and here-

inafter enacted.

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 PUR-

POSES. NOTWITHSTANDING THE FOREGOING, "IMPROVEMENT PATENTS" SPECIFI-

CALLY EXCLUDES PATENT CLAIMS CONCEIVED AND REDUCED TO PRACTICE BY

BUYER CONSISTING OF METHODS OF SAMPLE PREPARATION, METHODS OF CON-

JUGATING PRODUCT TO ANALYTES, THE COMPOSITION OF MATTER OF THE SPE-

CIFIC 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 acknowl-

edges that Luminex retains ownership of all patents, trademarks, trade secrets and other propri-

etary 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 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, con-

tract or any other theory of law or equity arising out of, directly or indirectly, the use of the Prod-

uct 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.

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