SOFTWARE LICENCE AGREEMENT Do not proceed with this registration until you have read and accepted all the terms of this software licence agreement and you wish to become the licensee of the software. Acceptance shall bind you and all of your employees to the terms of the licence. If you do not wish to accept the terms, return this package to Amersham Biosciences or to the other party from whom you obtained this package and any licence fee you have paid will be refunded to you. You will lose the right to return the software if you take no action within 30 days of delivery of the software to your address and accordingly you will be deemed to have accepted the software and the terms set out in this licence after such period of 30 days. 1. Licence 1.1 Nonlinear Dynamics Limited (the "Licensor") owns all rights in the software contained in this package (the "Software") and upon completing the registration process you ("the Licensee") accept a non-exclusive, non-transferable license to "Use" (as hereinafter defined) the Software on hardware recommended by the Licensor (the "System") under the terms set out below. 1.2 This Licence entitles the Licensee to load, install and Use the Software on the PC on which they choose to install the Software. 2. Registered Users A registered Licensee shall receive technical support and software upgrades as stated in their purchase agreement and support contract. 3. Use of the Software 3.1 For the purposes of this Licence "Use" shall mean and include: 3.1.1 utilization of the Software by the Licensee for processing the Licensee's own data for its own internal business purposes only; the Licensee shall not permit any third party to use the Software nor shall it use the Software on behalf of or for the benefit of any third party in any way whatsoever; 3.1.2 utilization of the Software by copying, transmitting or loading the same into the temporary memory or installing into the permanent memory of the System, for the processing by the System of instructions or statements contained in such Software; 3.1.3 making no more than two copies of the Software for back-up purposes, program error verification, or to replace defective media and "to Use" shall be construed accordingly. 4. Licence Fee 4.1 The license fee shall be paid by the Licensee 4.1.1 Immediately on receipt of the Software; or 4.1.2 If the Licensor has agreed to lease the Software to the Licensee, in such installments and on such dates as have been agreed in writing between the Licensee and the Licensor or between the Licensee and a third party finance company (if any) 5. Licensee's Undertakings 5.1 The Licensee undertakes not to perform any of the following acts except to the extent permitted by any applicable law: 5.1.1 to copy the Software (other than for back-up purposes as set out in Section 3.1.3); 5.1.2 to translate, adapt, vary, modify the Software; 5.1.3 to disassemble, decompile or reverse engineer the Software; 5.1.4 to apply for a patent anywhere in the world which incorporates or refers to or otherwise makes use of one or more functions of the Software. 5.2 The Licensee undertakes: 5.2.1 to ensure that its employees who will Use the Software are notified of this Licence and the terms hereof prior to such employee using the same; 5.2.2 to reproduce and include the copyright notice of the Licensor on all and any copies, whether in whole or in part; 6. Security The Software can only operate if the correct code transfer has occurred between the Licensor and Licensee. 7. Warranties 7.1 The Licensee acknowledges that: 7.1.1 software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence; 7.1.2 the Licensor has no control over third party hardware or software used with the Software and accordingly the Licensor can give no warranty or representation as to the interoperability of the Software with third party hardware and software; 7.1.3 the results obtained by the Software will depend upon the analysis protocol used and value judgements made by the Licensee at every stage of the analysis procedure; 7.1.4 the Licensor can only be held responsible where an inaccuracy in results can be firmly attributable to an error made in the actual processing of image data carried out by the Software. 7.2 In the event that the Licensee discovers a material error which substantially affects the Licensee's use of the same and notifies the Licensor of the error within 90 days from the date of payment of the Licence Fee, the Licensor shall at its sole option either refund the licence fee or use all reasonable endeavors to correct by patch or new release (at its option) that part of the Software which does not so comply. 7.3 The obligation of the Licensor under Section 7.2 shall not apply if the material error has been caused by any modification, variation or addition to the Software not performed by the Licensor or which is caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible. 7.4 To the extent permitted by law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of quality or fitness for any particular purpose. 8. Licensor's Liability THE LICENSEE'S ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING PROVISIONS OF THIS SECTION 8. 8.1 The Licensor (except in respect of fraudulent misrepresentation or of death or personal injury caused by the negligence of the Licensor or its employees) shall not be liable to the Licensee for any loss or damage, whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, its use support or otherwise. 8.2 Notwithstanding the generality of Section 8.1 above, the Licensor expressly excludes liability for: 8.2.1 Loss or damage flowing naturally from any breach; 8.2.2 Special loss or damage not anticipated by the Licensor in each case which may arise in respect of the Software, its use, the System or in respect of other equipment or property, or for direct or indirect loss of profit, business, revenue, goodwill or anticipated savings. 8.3 In the event that any exclusion contained in this Licence shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the purchase price of the Software. 9. Intellectual Property Rights The Licensee acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights which constitute the Software remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor thereof. 10. Term and Termination 10.1 The Licensor may by notice in writing to the Licensee terminate this Licence if the Licensee is in breach of any term, condition or provision of this Licence or required by the applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice from the Licensor specifying such breach. 10.2 Where the license fee: 10.2.1 Is paid on delivery of the Software under sub-section 4.1.1, this License shall be perpetual; 10.2.2 Is subject to a leasing arrangement under sub-section 4.1.2, this License shall be a periodic license in accordance with payment in full of the instalments on the due dates until payment in full of the final instalment, whereupon the License shall become perpetual, provided always that if the Licensee does not pay any instalment in full on the due date, this License shall automatically terminate. 10.3 Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this Licence or under the applicable law. 11. General 11.1 The Licensee shall not assign or otherwise transfer all or any part of the Software or this Licence without the prior written consent of the Licensor. 11.2 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action. 11.3 If any Section or sub-Section of this Licence is held by any court or other competent authority to be void or unenforceable in whole or part, the other Sections or sub-Sections of this Licence and the remainder of the affected provisions shall continue to be valid. 11.4 The parties hereby agree that the Licence concluded between them and constituted on these terms and conditions shall be construed in accordance with English Law. 11.5 This Agreement constitutes the entire understanding between the parties in respect of the supply and licence of the Software, and shall supersede and override any prior agreement, understanding, communication or representation whether oral or written and including the terms of any purchase order of the Licensee submitted at any time to the Licensor.