BIOVIRTUAL LIMITED END USER LICENSE AGREEMENT BIOVIRTUAL LIMITED. ("BIOVIRTUAL") IS WILLING TO LICENSE THE CURRENT VERSION OF ITS SOFTWARE ("SOFTWARE") TO YOU ("LICENSEE") ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT ("AGREEMENT"). READ THE TERMS AND CONDITIONS OF THE ENTIRE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION. BY INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT ("ACCEPTANCE"). 1. LICENSE AND USE OF THE SOFTWARE Licensee is granted a non-exclusive license ("License") to download, install and internally use copies of the machine-readable form of the Software. Licensee may not transfer its rights under this Agreement. This License does not entitle Licensee to any rights in any (i) future updated versions of the Software or (ii) present or future access to any products other than the Software. 2. PROHIBITED USES All uses of the Software not specifically allowed in Section 1 of this Agreement are prohibited. Without limiting the foregoing, Licensee understands and agrees that the Software has been registered under patent law, and therefore, this License does not allow Licensee to: a. use portions of the Software on separate computers. The Software may contain multiple executables (e.g., kernel, front end, other programs); executables may not be installed or used on separate computers, even if the use is not concurrent; b. decompile, translate, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Software; c. modify the Software in any manner; d. sublicense, lend, lease or rent the Software or any portion of the Software; e. remove any proprietary notices or labels on the Software. 3. PAYMENT AND RESTRICTIONS FOR COMMERCIAL ENTITIES FOR ANY COMMERCIAL ENTITY ("COMMERCIAL LICENSEE"), EXCLUDING ANY EDUCATION, SCIENTIFIC, OR GOVERNMENTAL INSTITUTION, THIS IS NOT FREE SOFTWARE. Subject to the terms set forth in this Agreement, Commercial Licensee is hereby licensed to use this Software as set forth in this Agreement for evaluation purposes without charge for a period of 30 days. If Commercial Licensee desires to continue to use this software after the 30 day evaluation period, a registration fee of $2000 is required. Payments must be in US Dollars drawn on a US bank, and should be sent to bioVirtual Limited, 99 Palatine Road, Didsbury, Manchester England M20 3JQ by the attached order form, which may also be completed online at www.biovirtual.com/order.htm. Credit card ordering and quantity discounts are available, with inquiries for such to be directed to the address above or at paul.sherwood@biovirtual.com. Unregistered use of the Software by any Commerical Licensee after the 30-day evaluation period is in violation of U.S. and international copyright laws. All other entities and individuals not a Commerical Licensee (Public Licensee") shall be allowed to use the Software during the Term and according to the conditions set forth in this Agreement. The term Licensee as used in this Agreement shall collectively refer to both Commercial Licensees and Public Licensees. 4. OWNERSHIP AND PROPRIETARY RIGHTS bioVirtual retains title to and ownership of all proprietary rights with respect to the Software, including without limitation such aspects of the Software as its code, structure, sequence, organization, "look and feel", programming language and compilation of command names ("Proprietary Information"). bioVirtual is the holder of the copyright. Use of the Software unless pursuant to the terms of a license granted by bioVirtual or as otherwise authorized by law is an infringement of the copyright. All applicable rights to patents, copyrights, trade secrets and other proprietary rights in the Proprietary Information are and shall remain in bioVirtual. Licensee agrees to secure and protect the Proprietary Information in a manner consistent with the maintenance of bioVirtual's rights therein and to take appropriate action by instruction or agreement with its employees and consultants who are permitted access to such information to satisfy its obligations hereunder. 5. TRADEMARKS AND LOGOS The Software is owned by bioVirtual and its affiliates, and its structure, organization and code are the valuable trade secrets of bioVirtual and its affiliates. The Software also is protected by United States Copyright Law and International Treaty provisions. bioVirtual owns the bioVirtual trademark and all related trademarks, logos and icons ("bioVirtual Marks") and Licensee agrees to: (i) not use, copy or distribute any bioVirtual icons with the Software; (ii) not do anything harmful to or inconsistent with bioVirtual's rights in the bioVirtual Marks; and (iii) assist bioVirtual in protecting those rights, including assigning to bioVirtual any rights acquired by Licensee in any bioVirtual Mark. You may use the bioVirtual Marks only insofar as required to comply with Section 1 of this Agreement and to identify printed output produced by the Software, in accordance with accepted trademark practice, including identification of bioVirtual as the trademark owner's name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this License does not grant you any other intellectual property rights in the Software and does not authorize Licensee to use any bioVirtual name, trademark, logo or icon. 6. ENHANCEMENTS AND UPDATES Licensee understands and agrees that bioVirtual may develop and market new, enhanced, updated or different computer programs which use part or all of the Software and which perform all or part of the functions performed by the Software. Nothing contained in this Agreement gives Licensee any rights with respect to such new, enhanced, updated or different computer programs. However, any updates, upgrades or enhancements that bioVirtual may in its discretion choose to provide shall be considered part of the Software and subject to the terms and conditions of this Agreement. 7. LIMITED WARRANTY THE SOFTWARE IS PROVIDED TO LICENSEE FREE OF CHARGE AND ON AN "AS IS" BASIS, WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND. BIOVIRTUAL DOES NOT WARRANT THAT THE SOFTWARE IS FREE FROM ALL BUGS AND OMISSIONS. BIOVIRTUAL MAKES NO REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATIONS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH IS EXPRESSLY DISCLAIMED TO THE EXTENT ALLOWABLE BY APPLICABLE LAW. BIOVIRTUAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. BIOVIRTUAL, ITS DISTRIBUTORS AND DEALERS SHALL NOT BE RESPONSIBLE UNDER ANY CIRCUMSTANCES FOR PROVIDING INFORMATION ON OR CORRECTIONS TO ERRORS AND OMISSIONS DISCOVERED AT ANY TIME IN THE SOFTWARE, WHETHER OR NOT THEY ARE AWARE OF THE ERRORS OR OMISSIONS. BIOVIRTUAL DOES NOT RECOMMEND THE USE OF THE SOFTWARE FOR APPLICATIONS IN WHICH ERRORS OR OMISSIONS COULD THREATEN LIFE, INJURY OR SIGNIFICANT LOSS. 8. LIMITATIONS PERIOD No action or claim relating to this Agreement may be instituted by Licensee more than one (1) year after the event giving rise to such action or claim. bioVirtual's right to bring claims for breach of this Agreement or for copyright infringement shall survive until expiration of the applicable statute of limitations. 9. LIMITED DAMAGES IN NO EVENT, INCLUDING NEGLIGENCE, SHALL BIOVIRTUAL, ITS DISTRIBUTORS AND DEALERS BE LIABLE FOR ANY LOST PROFITS, LOST BENEFITS, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE LICENSE, WHETHER IN CONTRACT OR IN TORT, EVEN IF BIOVIRTUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE, IF ANY. 10. TERM AND TERMINATION This License is effective until terminated ("Term"). Licensee may terminate this License at any time by destroying all copies of Software and all of its component parts, including any documentation. This License will terminate immediately without notice from bioVirtual if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of the Software all of its component parts, including any documentation. 11. UNITED STATES FEDERAL GOVERNMENT RESTRICTED RIGHTS If this Software is acquired by or on behalf of the U.S. Federal government, this provision applies. Use, duplication or disclosure of this Software is subject to restrictions set forth in FAR 52.227?19 and DFAR 227.7200??227.7202?4, as applicable. The Software is "commercial computer software" and is licensed with only "Restricted Rights." 12. EXPORT REGULATIONS Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. 13. EQUITABLE RELIEF Licensee acknowledges and agrees that due to the unique nature of bioVirtual's Proprietary Information, there can be no adequate remedy at law for any breach of Licensee's obligations hereunder, that any such breach may allow Licensee or third parties to unfairly compete with bioVirtual resulting in irreparable harm to bioVirtual, and therefore, that upon any such breach or threat thereof, bioVirtual shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. 14. MISCELLANEOUS Licensee may not assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of bioVirtual. bioVirtual's rights under this Agreement shall survive its termination. bioVirtual shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control. This Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Any action related to this Agreement shall be governed by California law and controlling U.S. federal law, excluding the application of its rules on conflicts of law, and choice of law rules of any jurisdiction shall not apply. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties agree that any action shall be brought in the United States District Court for the Southern District of California or the California Superior Court for the County of Los Angeles, as applicable, and the parties hereby submit exclusively to the personal jurisdiction and venue of the Unites States District Court for the Southern District of California and the California Superior Court of the county of Los Angeles. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. If bioVirtual employs attorneys and/or other professionals to enforce any rights arising out of or relating to this Agreement, and if bioVirtual prevails, bioVirtual shall be entitled to recover reasonable attorneys' and/or other professionals' fees from Licensee. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.