OPENEYE SCIENTIFIC SOFTWARE, INC.

Academic License Agreement

BY INSTALLING OR USING THE OPENEYE SCIENTIFIC SOFTWARE PRODUCT THAT ACCOMPANIES THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

LICENSE GRANT

During the period covered by this agreement, OpenEye Scientific Software Inc. ("OpenEye") grants to the Licensee a nonexclusive license to use any publicly available software product ("Software") of OpenEye and accompanying documentation ("Documentation") in the manner described below under "Scope of License Grant."

ACADEMIC LICENSE ELIGIBILITY

The OpenEye Software Academic License ("Academic License") is contingent on the eligibility of the Licensee, determined solely by OpenEye, based on OpenEye Academic Licensing Policy, below, and contingent on the continued accuracy of the pertinent information provided by the Licensee. Any determination of academic eligibility, and OpenEye Academic Licensing Policy, including pricing, may be changed at any time without prior notice, at OpenEye's sole discretion.

OPENEYE ACADEMIC LICENSING POLICY

1. GOAL

OpenEye Academic Licensing Policy ("Policy") is designed to foster and support bona fide academic research. To this end OpenEye provides Academic Licenses at no cost.

2. ACADEMIC MEANS NON-COMMERCIAL

OpenEye issues Academic Licenses for non-commercial use only. OpenEye recognizes the complexity and diversity of academic and commercial activities among nominally academic and commercial organizations, and will endeavor to support academics as much as possible without compromising OpenEye's commercial interests. Not all university research groups are eligible. Research groups not at universities may be eligible.

3. ACADEMIC MEANS PUBLIC RESULTS

Academic Licenses are intended only for research from which any resulting intellectual property remains in the public domain. Research done with the software which is intended to lead to a patent, a commercial product or for which any of the resulting intellectual property is expected to be held by or licensed to a private corporation, requires a standard (commercial) license, regardless of the nature of the institution at which the research is completed.

4. SCOPE OF ELIGIBILITY

OpenEye will determine academic License eligibility on a research group specific case basis. Thus, eligibility may differ among distinct research groups within a single institution, and Academic Licenses will only apply to the research group of a specific individual (“Principal Investigator”). Eligibility is not permanent; eligibility will be reevaluated periodically, and Academic Licenses may be terminated at the sole discretion of OpenEye.

5. CHANGES TO POLICY

OpenEye reserves the right to change its academic licensing policy at any time, at its sole discretion, without prior notice. If any such changes are unacceptable to the Licensee, the Academic License shall be immediately terminated.

WHEN ACADEMIC BECOMES COMMERCIAL

In cases where a research project is represented as academic, in good faith or otherwise, for which an Academic License is used, and any data, intellectual property or products resulting from the research project are subsequently commercialized, the Academic License agreement will have been breached. Since the Software has been used for commercial purposes, the Licensee agrees to compensate OpenEye based on the commercial list prices of the Software at the time the Academic License was executed.

SCOPE OF LICENSE GRANT

Licensee may download and install the Software, and use the Software on computers at their research site. Licensee may not: disable or bypass any time limitation mechanism contained in the Software; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software. Licensee may not allow anyone other than the Principal Investigator and the immediate members of their research group to use the software. Licensee may not allow the Principal Investigator or their group members to use the software in any manner other than according to the terms of this agreement.

NO WARRANTY

The Software and Documentation are provided "AS IS" and without any warranty of any kind. OpenEye and its suppliers disclaim all warranties and conditions, express or implied, including warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of third parties' rights. Some jurisdictions do not allow exclusions or disclaimers of warranties, in which case the above exclusions or disclaimers may not apply.

NO SUPPORT

No support is provided with an Academic License. OpenEye will, at its own discretion and at its own schedule, review the merit of any reported issues, requests for enhancement or questions about usage and deliver a response if appropriate and resources permit.

TITLE

Title, ownership rights, and intellectual property rights in the Software and Documentation shall remain in OpenEye. The Software and Documentation are protected by copyright and other intellectual property laws and by international treaties.

NONDISCLOSURE

Licensee shall take reasonable steps to maintain the confidential and trade secret status of the Software, Documentation and other proprietary OpenEye information and materials provided to Licensee. The Licensee’s obligations under this section shall survive termination of this Agreement for a period of three (3) years.

TERMINATION

Unless otherwise agreed upon in writing by OpenEye, the period covered by this agreement shall be one (1) year. Upon reevaluation of eligibility, OpenEye may choose to renew this agreement for additional one-year periods. Pursuant to the section "ACADEMIC LICENSE ELIGIBILITY", OpenEye may terminate an Academic License without prior notice and at OpenEye’s sole discretion. In addition, this license shall automatically and immediately terminate if Licensee fails to comply with the terms and conditions described herein. Upon termination due to commercialization, pursuant to the section " WHEN ACADEMIC BECOMES COMMERCIAL," the Licensee shall purchase an appropriate commercial license and execute a standard licensing agreement. Upon termination in any other conditions, the Licensee will destroy all copies of the Software and Documentation.

EXPORT CONTROLS

The Software and related technology may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By installing or using the Software, Licensee is agreeing to the foregoing and representing and warranting that they are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, The Licensee agrees to comply with any other applicable U.S. export control laws and any local laws in their jurisdiction that may impact the right to import, export, or use the Software. By installing or using the Software, Licensee is also representing and warranting that they will not use, or permit or authorize others to use, the Software in connection with the design, development, production, stockpiling or use of any chemical or biological weapons.

LIMITATION OF LIABILITY

Under no circumstances shall OpenEye or its suppliers or resellers be liable to Licensee or any other person for any indirect, special, incidental, or consequential damages of any kind, including without limitation, damages for lost profits or revenue, business interruption, loss of data, computer failure or malfunction, or any and all other commercial damages or losses, whether foreseeable or not. In no event will OpenEye be liable for any damages in excess of the amount received from Licensee for a license to the software, even if OpenEye shall have been informed of the possibility of such damages, or for any claim by any third party. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, in which case this exclusion and limitation may not apply.

U.S. GOVERNMENT END USERS. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth in this License Agreement.

GENERAL

This Agreement represents the complete agreement concerning the license granted hereunder and may be amended only by a writing executed by both Licensee and OpenEye. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by New Mexico law, excluding conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

ACCEPTANCE BY LICENSEE

Rev: 2007 05 07