Semichem Software License Agreement

LICENSE TO USE SEMICHEM SOFTWARE AGREEMENT

Terms and Conditions

This agreement is entered into between Semichem, Inc., 12456 W 62nd Terrace Suite D, Shawnee, KS 66216 ("Semichem") and you ("Licensee"). Hereafter, media, computer code, manuals, any other documentation and any other related products provided by Semichem are referred to as LICENSED SOFTWARE. This agreement is effective as of the day LICENSED SOFTWARE is installed on your computer.

A LICENSED VERSION of LICENSED SOFTWARE is one for which the licensing fee as shown on an invoice issued by Semichem, for which payment has been received. LICENSED VERSIONS limit the number of copies that can be installed on Licensee's computers and the types of computers upon which LICENSED SOFTWARE may be installed.

Semichem grants to Licensee the non-exclusive, non-transferable right to install and execute LICENSED SOFTWARE on computers that are owned by Licensee and for which LICENSED VERSIONS have been purchased providing the following terms are met:

a. The required License Fee(s) has been received from Licensee by Semichem. If the License Fee is discounted for "Academic Use", Licensee agrees to the additional terms contained in the "ACADEMIC LICENSE ADDENDUM".

b. Licensee agrees not to sublicense, distribute or suffer or permit the use of LICENSED SOFTWARE by third parties.

c. Unless Licensee pays for annual Customer Support, Semichem will only provide Customer Support for 30 days after receiving payment for LICENSED SOFTWARE.

d. Licensee agrees not to lend, sell, disclose or in any other manner compromise the security of LICENSED SOFTWARE. Licensee agrees to take all reasonable precautions to ensure that no unauthorized copies of LICENSED SOFTWARE are made and that LICENSED SOFTWARE is not transferred or distributed in any manner under any circumstances to any third parties. User may make such copies of the LICENSED SOFTWARE as are needed for the SOLE PURPOSE of archival storage. NO OTHER COPIES ARE PERMITTED.

e. This agreement conveys a limited license for Licensee's internal business use only, by Licensee's employees. All right, title, copyright and interest in LICENSED SOFTWARE and any modifications thereto shall remain the property of Semichem.

f. If the Software was obtained as a DEMONSTRATION VERSION, Licensee agrees to abide by the additional and limiting conditions contained in the DEMONSTRATION VERSION LICENSE ADDENDUM below.

g. If the Software was obtained as an ACADEMIC VERSION, Licensee agrees to abide by the additional and limiting conditions contained in the ACADEMIC LICESNSE ADDENDUM below.

h. Licensee agrees not to modify, alter, or reverse engineer the LICENSED SOFTWARE in any manner, or attempt to do so, unless prior written approval is obtained from Semichem. In the event that Licensee obtains such approval from Semichem, Licensee agrees that Semichem shall be the owner of all such modifications and Licensee agrees to execute all documents necessary to perfect Semichem's title and ownership of such modifications.

i. Certain notices of proprietary rights and authorship are affixed to the LICENSED SOFTWARE. Licensee shall not remove, alter, obliterate or in any way change the form, placement, or function of these notices.

j. If Licensee receives any request to furnish any or all of the LICENSED SOFTWARE, Licensee agrees to refer such requests to Semichem.

k. Any further releases or other changes to the LICENSED SOFTWARE supplied by Semichem or made by Licensee shall be considered part of the LICENSED SOFTWARE for the purposes of this agreement.

l. If Licensee uses LICENSED SOFTWARE to obtain a result and that result is published in the public literature, then Licensee agrees to acknowledge its use of the LICENSED SOFTWARE with an appropriate citation listing the version of the LICENSED SOFTWARE used and Semichem's mailing address (see above) or a URL to Semichem's web site at www.semichem.com.

m. If Licensee uses an approved modified version of LICENSED SOFTWARE (as described in paragraph "f") to obtain a result and that result is published in the public literature, then Licensee agrees to acknowledge his (her) use of the LICENSED SOFTWARE by the citation noted above. Licensee will also clearly and prominently indicate that a modified version of LICENSED SOFTWARE was used to obtain the result.

n. LICENSED SOFTWARE is provided on an "as is" basis. Semichem hereby disclaims all warranties with respect to LICENSED SOFTWARE, express or implied, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In no event shall Semichem be liable for indirect special or consequential damages, including, without limitation, lost profits, arising out of this Agreement or use of LICENSED SOFTWARE.

o. Licensee agrees that, to the extent provided by Kansas Law, it will be solely responsible for any damages, liability, attorney fees, and costs in defending against claims or threats of claims arising out of Licensee's use of LICENSED SOFTWARE, as delivered by Semichem or modified by Licensee (see paragraph "f"), including interpretation of results from the LICENSED SOFTWARE and will indemnify Semichem for any loss or damage including attorneys' fees, arising from such claim.

p. Prior to any collaboration with a third party in which LICENSED SOFTWARE is used in any manner, Licensee will insure that the third party indemnifies Semichem in the same manner noted in paragraph "m".

q. Semichem's total liability, in any event, for any cost, loss, or damage or other potential or actual expense in any way related to the execution, performance, or subject matter of this agreement shall not exceed the amount of the purchase price or annual license fee paid by Licensee (see paragraph "a") regardless of the action.

r. Licensee will not transfer or assign this Agreement or any rights obligations noted here without obtaining prior written consent of Semichem, which will not unreasonably be withheld.

s. Semichem may terminate or revoke this license at any time for breach of the terms listed herein. In such event, Licensee agrees, in addition to any other remedies available to Semichem, to cease using LICENSED SOFTWARE immediately, destroy all copies of the LICENSED SOFTWARE installed on all computers, and return LICENSED SOFTWARE to Semichem.

ACADEMIC LICENSE ADDENDUM

ACADEMIC-1. Licensee agrees to limit use of LICENSED SOFTWARE to academic research and educational activities. Licensee agrees NOT to engage in the sale of products or services using LICENSED SOFTWARE, including but not limited to consulting to produce data using LICENSED SOFTWARE.

ACADEMIC-2. Members of Licensee's research group may use LICENSED SOFTWARE while under the direct supervision of Licensee, provided they agree to the terms of this AGREEMENT. Members of Licensee's research group further agree to cease using LICENSED SOFTWARE immediately, and destroy all copies of the LICENSED SOFTWARE installed on all computers, when they cease to be a student or employee of the academic institution whereby Licensee qualified for the Academic Discount.

ACADEMIC-3. LICENSED SOFTWARE must be installed on a computer owned or operated by the academic institution whereby Licensee qualified for the Academic Discount. LICENSED SOFTWARE may not be transferred to any other institution without prior written consent from Semichem.

DEMONSTRATION VERSION LICENSE ADDENDUM

DEMO-1. Licensee agrees to limit use of LICENSED SOFTWARE to one computer and a single user, unless SPECIFIC WRITTEN authorization is obtained from Semichem.

DEMO-2. The LICENSED SOFTWARE is provided for EVALUATION ONLY and may not be used for any other purpose, including publication of results.

DEMO-3. DEMONSTRATION LICENSES expire 30 days after issue, unless otherwise extended at Semichem's sole discretion.