Common use of Optional Fields Clause in Contracts

Optional Fields. Symyx may engage in discussions with Third Parties regarding possible collaboration in any Optional Field. Prior to making a formal proposal to a Third Party to collaborate in an Optional Field, Symyx will notify ExxonMobil and ExxonMobil shall give written notice to Symyx within * informing Symyx whether ExxonMobil or an ExxonMobil Affiliate is interested in negotiating with Symyx to activate a Project in such Optional Field. In the event ExxonMobil notifies Symyx that it or an ExxonMobil Affiliate is interested, good faith negotiations shall commence promptly and continue for a period not to exceed * from the giving of such notice by ExxonMobil to activate a collaboration in such Optional Field*. If ExxonMobil and Symyx agree to establish such a collaboration, then such Optional Field shall become part of the ExxonMobil Exclusive Fields (and shall no longer be an Optional Field and shall not be within the Symyx Proprietary Fields) and such collaboration may, at ExxonMobil's option, be substituted for an existing or planned Project. If the parties have not agreed to establish such a collaboration within such * period, Symyx shall be free to engage in a collaboration in such Optional Field with a Third Party, *, and in such event, such Optional Field shall thereafter be excluded from both the Optional Fields and ExxonMobil Exclusive Fields (but shall remain within the ExxonMobil Business Areas if otherwise within the definition of the ExxonMobil Business Areas). Notwithstanding the above, in the event that ExxonMobil or or its Designee, during the Research Program Term, engages in a collaborative research program in any Optional Field with a Third Party provider of Combinatorial Chemistry services, or becomes aware of a Majority Owned Affiliate engaging in such activities, ExxonMobil shall promptly notify Symyx in writing. In such event, ExxonMobil or its Designee shall either (i) terminate or cause its Majority Owned Affiliate to terminate such collaborative research program with the Third Party provider of Combinatorial Chemistry services within *, or (ii) such Optional Field * Confidential treatment requested shall thereafter be excluded from both the Optional Fields and ExxonMobil Exclusive Fields (but shall remain within the ExxonMobil Business Areas if otherwise within the definition of the ExxonMobil Business Areas).

Optional Fields. Symyx may engage in discussions with Third Parties regarding possible collaboration in any Optional Field. Prior to making a formal proposal to a Third Party to collaborate in an Optional Field, Symyx will notify ExxonMobil and ExxonMobil shall give written notice to Symyx within * informing Symyx whether ExxonMobil or an ExxonMobil Affiliate is interested in negotiating with Symyx to activate a Project in such Optional Field. In the event ExxonMobil notifies Symyx that it or an ExxonMobil Affiliate is interested, good faith negotiations shall commence promptly and continue for a period not to exceed * from the giving of such notice by ExxonMobil to activate a collaboration in such Optional Field*. If ExxonMobil and Symyx agree to establish such a collaboration, then such Optional Field shall become part of the ExxonMobil Exclusive Fields (and shall no longer be an Optional Field and shall not be within the Symyx Proprietary Fields) and such collaboration may, at ExxonMobil's ’s option, be substituted for an existing or planned Project. If the parties have not agreed to establish such a collaboration within such * period, Symyx shall be free to engage in a collaboration in such Optional Field with a Third Party, *, and in such event, such Optional Field shall thereafter be excluded from both the Optional Fields and ExxonMobil Exclusive Fields (but shall remain within the ExxonMobil Business Areas if otherwise within the definition of the ExxonMobil Business Areas). Notwithstanding the above, in the event that ExxonMobil or or its Designee, during the Research Program Term, engages in a collaborative research program in any Optional Field with a Third Party provider of Combinatorial Chemistry services, or becomes aware of a Majority Owned Affiliate engaging in such activities, ExxonMobil shall promptly notify Symyx in writing. In such event, ExxonMobil or its Designee shall either (i) terminate or cause its Majority Owned Affiliate to terminate such collaborative research program with the Third Party provider of Combinatorial Chemistry services within *, or (ii) such Optional Field * Confidential treatment requested shall thereafter be excluded from both the Optional Fields and ExxonMobil Exclusive Fields (but shall remain within the ExxonMobil Business Areas if otherwise within the definition of the ExxonMobil Business Areas).