Professional Services Terms and Conditions

2.1 Nomyx and Subscriber agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a timely and professional manner.

2.2 Nomyx will perform the Professional Services through qualified employees and/or non-employee contractors of Nomyx ("Subcontractors" and together with Nomyx's employees for the purposes of these Supplemental Terms, "Professional Services Personnel").

2.3 Subscriber agrees to provide, at no cost to Nomyx, timely and adequate assistance and other resources reasonably requested by Nomyx to enable the performance of the Professional Services (collectively, "Assistance"). Nomyx, including its Subcontractors, will not be liable for any deficiency in the performance of Professional Services to the extent such deficiency results from any acts or omissions of Subscriber, including, but not limited to, Subscriber's failure to provide Assistance as required hereunder.

2.4 In performing the Professional Services, Nomyx will utilize Professional Services Personnel as it deems necessary to perform the Professional Services or any portion thereof. Subscriber may object to Nomyx's use of a Subcontractor by specifying its reasonable objection to Nomyx, in which case the Parties will cooperate in good faith to appoint another Professional Services Personnel to perform such Professional Services. Nomyx may replace Professional Services Personnel in its normal course of business, provided that Nomyx will be responsible for the performance of Professional Services by all Professional Services Personnel.

2.5 Nomyx will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to the supervision and control of any Professional Services Personnel performing Professional Services. Nomyx will maintain such a number of qualified Professional Services Personnel and appropriate facilities and other resources sufficient to perform Nomyx's obligations under the Agreement in accordance with its terms.

2.6 Deliverables (as defined in an SOW) shall be deemed accepted by Subscriber in accordance with the terms of the applicable SOW or Order Form.

6.1 Nomyx hereby represents and warrants that:

• the Professional Services provided pursuant to the Agreement will be performed in a timely and professional manner by Nomyx and its Professional Services Personnel, consistent with generally-accepted industry standards; provided that Subscriber's sole and exclusive remedy for any breach of this warranty will be, at Nomyx's option, re-performance of the Professional Services or termination of the applicable SOW and return of the portion of the Consulting Fees paid to Nomyx by Subscriber for the nonconforming portion of the Professional Services; and
• it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Professional Services.

6.2 The Parties hereby agree that: EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.1 ABOVE, ALL PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED TO SUBSCRIBER "AS IS" AND NOMYX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND NOMYX EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PROFESSIONAL SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. NOMYX SHALL NOT BE RESPONSIBLE, IN LAW OR OTHERWISE, FOR ANY DELIVERABLES DESPITE ANY OTHER WARRANTIES OR GUARANTEES, IN THE EVENT THAT SUBSCRIBER MODIFIES ANY DELIVERABLES IN A MANNER NOT INSTRUCTED BY NOMYX. NOMYX DOES NOT WARRANT THAT SUBSCRIBER'S OR ANY THIRD PARTY'S ACCESS TO OR USE OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. FURTHER, NOMYX EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN ANY DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY NOMYX OR ITS AFFILIATES UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO SUBSCRIBER AND ANY THIRD PARTY'S USE OF THE SERVICES.

7.1 The Parties hereby agree that the specified Professional Services to be completed pursuant to any SOW or Order Form primarily involve the configuration of Subscriber's subscription to a Service and integration of Subscriber data with and into one or more Services, and therefore the Deliverables are inoperative without an active subscription to a Service. As between the Parties, Nomyx shall solely and exclusively own all right, title, and interest in the Deliverables, including all derivatives, enhancements and modifications thereof; and Subscriber hereby makes all assignments necessary to accomplish the foregoing ownership. Subject to the terms and conditions hereof, Nomyx grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Subscriber's permitted use of the Services.

7.2 A "Subscriber Contribution" is source code that is created by Subscriber in connection with the Professional Services and is specifically identified in a SOW. Subscriber and Nomyx agree that Subscriber retains title to Subscriber Contributions, and Subscriber hereby grants Nomyx a non-exclusive license to use and exercise the Subscriber Contributions for the performance of the Professional Services and Services.