Luminex MAGPIX Installation and Hardware User (IVD) - Manual (Page 4)

Luminex IVD MAGPIX Hardware Installation and User Manual
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such Product failed to conform and shall furnish a detailed explanation of any alleged
nonconformity; (ii) Buyer at it's expense will contract either Luminex or a Luminex trained service
engineer to assess the issue and identify the defective FS-PART; and (ii) at Luminex's option and
election, Buyer shall either return such nonconforming Product to Luminex's manufacturing facility
or destroy such Product and provide Luminex with written certification of destruction. In the event
that a FS-PART is returned to Luminex's manufacturing facility, Luminex may analyze such FS-
PART for defects. In the event that Luminex determines that such FS-PART is not defective, the
FS-PART shall be shipped to Buyer then Buyer shall be responsible for the payment for such FS-
PART and related shipping charges. Furthermore, in the event that Luminex determines that such
FS-PART is defective then Luminex shall be responsible for the payment for such FS-PART and
related shipping charges. Except as expressly provided herein, Buyer shall not have the right to
return a Product to Luminex without Luminex's prior written consent.
3. Buyer's Use of Product - Buyer shall not use this Product for any commercial purpose, including
without limitation performance of testing services, unless expressly agreed to in writing by Luminex
or as specifically authorized by Luminex through a Luminex distributor. Buyer agrees that no rights
or licenses under Luminex's patents shall be implied from the sale of the Product, except as
expressly provided herein or as specifically agreed to in writing by Luminex, and Buyer does not
receive any right under Luminex's patent rights hereunder. Buyer acknowledges and agrees that
the Product are sold and licensed only for use with Luminex's laser based fluorescent analytical test
instrumentation. Buyer further acknowledges that, unless otherwise 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