QUANTARRAY(r) SOFTWARE LICENSE AGREEMENT IMPORTANT: READ THIS AGREEMENT BEFORE BEGINNING THE INSTALLATION PROCESS. Thank you for selecting this product from Packard BioScience (PBSC). The Licensed Materials (as hereinafter defined) are never sold. They are licensed by PBSC to you, the original customer, for your use only, on the terms set forth below. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU ARE INDICATING ACCEPTANCE OF THESE TERMS. If you do not accept these terms, you may return the Licensed Materials within ten (10) days to PBSC for a full refund. This Software License Agreement (this "Agreement") is by and between PBSC, a limited liability company duly organized and validly existing under the laws of the United States with its principal offices at 800 Research Parkway, Meriden, Connecticut 06450, together with its successors and assigns, and you, an individual or entity ("Licensee"), on the terms set forth below. 1.0 Definitions. 1.1 "Documentation" means technical and operating guides and manuals, program descriptions, promotional materials, program or system designs or specifications, work product reports, designs, memoranda, lists, diagrams, schedules, analyses, procedures, specifications and like items and other similar information about the design, structure, features, use, functioning and operation of the Program, whether accompanying delivery of the Program, on a web site, the Internet, in hard copy or electronic media. Documentation does not include the Program's source code. 1.2 "End User" means Licensee, together with its affiliates, successors and permitted assigns. 1.3 "Licensed Materials" means the Program and Documentation. 1.4 "Object Code" means software code resulting from the translation or processing of source code by a computer in machine language or intermediate code, which thus is in a form that would not be convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer. 1.5 "Program" means the QuantArray(r) software developed by PBSC. 2.0 Grant of License. 2.1 Software License. PBSC hereby grants to Licensee, and Licensee hereby accepts, a personal, revocable, non-exclusive, non-transferable license to: 2.1.1 use: (a) the Program on a single personal computer or workstation in Object Code format; and (b) the Documentation; and 2.1.2 make one copy of the Program in Object Code form for back-up and archival purposes only. Licensee is responsible to reproduce on any such copy PBSC's copyright notice and any other proprietary legends which are on the Licensed Materials. 2.2 License Restrictions. The Licensed Materials contain copyrighted material, trade secrets and other proprietary material and rights of PBSC, its affiliates and/or its licensors. In order to protect such rights: 2.2.1 Except as permitted under Sections 2.1 and 2.2 above, Licensee shall not distribute, disclose or otherwise transfer to third parties the Licensed Materials; 2.2.2 Licensee shall not modify, reverse compile, reverse engineer, reverse assemble, or otherwise reduce or decode any portion of the Program in order to derive the source code form or for any other purpose; 2.2.3 Licensee shall only utilize the Documentation in conjunction with the Program, and shall not utilize the Documentation for any other purpose; and 2.2.4 Licensee acknowledges that certain arrays or microarrays and/or their methods of preparation, analysis or use may be covered by patents or other intellectual property rights held by third parties. Licensee agrees that it shall use the Licensed Materials only for technology for which the End User has appropriate third party licenses, or for which no additional license is required. 2.3 Restrictions on Export. Licensee shall not export the Licensed Materials in violation of any export control laws of the United States or of any other country, including, but not limited to, the United States Export Administration Act, as amended, and the regulations thereunder. Licensee bears all responsibility for export law compliance. 3.0 Licensee Support. PBSC will use reasonable efforts to answer Licensee's technical support requests concerning the Licensed Materials during PBSC's normal business hours. This service is offered only if the Licensed Materials are used under conditions and on operating systems for which the Licensed Materials are designed, and only for the Licensee. 4.0 Third Party Rights. Certain portions of the Program were created using LeadTools (c)1991-1998, LEAD Technologies, Inc. ALL RIGHTS RESERVED. 5.0 Representations and Warranties of PBSC. PBSC represents and warrants as follows: 5.1 Organization. PBSC is a limited liability company duly organized, validly existing, and in good standing under the laws of the United States and has the requisite power and authority to own, operate, lease, license and use its properties and to carry on its business as presently conducted. 5.2 Authority. PBSC has full power and authority to enter into this Agreement and the right to grant the rights granted by this Agreement to Licensee with respect to the Licensed Materials without the consent of any other person, except as set forth herein. 5.3 Program. For a period of one (1) year from the date of shipment, the Licensed Materials furnished hereunder shall operate substantially in accordance with the Documentation in effect at the time the Licensed Materials are shipped to Licensee. If the Licensed Materials fail to function during the foregoing warranty period, Licensee's exclusive remedy under this Agreement (regardless of the form of action, whether in contract or tort) shall be, at PBSC's sole option: (a) the return of the Licensed Materials for a refund; or (b) repair or replacement of the Licensed Materials. Return of the Licensed Materials will only be accepted with a prior written authorization from PBSC. This warranty extends only to Licensee's original purchase and not to any subsequent upgrades of the Licensed Materials unless Licensee pays for such upgrades at PBSC's then current list price. Further, this warranty does not apply to any defects or non-conformities of the Program resulting from (i) installation, repairs, relocations, additions, alterations, modifications or enhancements, except when performed by PBSC or by Licensee in accordance with PBSC's written instructions; (ii) failure to follow applicable operation or maintenance requirements; (iii) abuse, mishandling, misuse or damage other than by PBSC; or (iv) fire, explosion, power irregularities or surges, Acts of God, including, without limitation, earthquakes, rains, floods, or lightning, or any other cause not attributable to PBSC. 5.4 Disclaimer. THE FOREGOING WARRANTIES OF PBSC ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH PBSC EXPRESSLY DISCLAIMS. FURTHER, PBSC SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY LICENSEE, OR A THIRD PARTY, ON ACCOUNT OF, OR ARISING FROM, THE USE OF THE LICENSED MATERIALS, AND LICENSEE HEREBY AGREES TO FULLY INDEMNIFY PBSC AGAINST ANY SUCH CLAIMS. 6.0 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL PBSC OR ITS LICENSORS BE LIABLE TO LICENSEE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOST PROFITS, ARISING OUT OR RELATED TO THIS AGREEMENT, THE FURNISHING OF THE LICENSED MATERIALS, OR THE USE OR PERFORMANCE OF THE LICENSED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PBSC'S MAXIMUM LIABILITY HEREUNDER WILL BE LIMITED TO THE LICENSE FEE OR CHARGE FOR THE LICENSED MATERIALS ON THE PURCHASE DATE. 7.0 Term and Termination. 7.1 Term. The term of the license granted under Section 2 shall become effective upon first use of the Licensed Materials by Licensee and will remain in effect unless Licensee is notified in writing by PBSC of a violation of this Agreement, and such violation is not fully cured within thirty (30) days of such written notice. 7.2 Effect of Termination of License. If PBSC terminates this Agreement, Licensee's rights to use of the Licensed Materials granted to Licensee under this Agreement shall immediately terminate. Licensee shall within thirty (30) days after the termination date return all Licensed Materials to PBSC, including any archival copies thereof, and shall certify in writing that all components of the Licensed Materials have been returned, made unreadable, or erased from the memory of Licensee's computer or workstation. 8.0 General Terms. 8.1 Authority to Bind Licensee. The individual reviewing and accepting this Agreement certifies that he/she has the requisite power to bind Licensee to the terms and conditions set forth herein. 8.2 Assignment. This Agreement, and the rights and obligations of Licensee hereunder, may not be assigned or delegated by Licensee, voluntarily or by operation of law, without the prior written consent of PBSC. 8.3 Construction. This Agreement shall not be construed for or against either party regardless of which party drafted this Agreement or any portion thereof. 8.4 Entire Agreement. This Agreement constitutes the whole and entire agreement of the parties relating to the Licensed Materials, and expressly supercedes any prior agreement, whether written or oral, between the parties relating to the Licensed Materials, including, but not limited to, licenses of all prior versions of the Licensed Materials. This Agreement may only be amended by written agreement of the parties. 8.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Connecticut. Each of the parties irrevocably submits to the exclusive jurisdiction of any court located in New Haven County, Connecticut and waives any objection to the convenience thereof. This Agreement shall take effect as an agreement under seal. 8.6 Non-Waiver; Remedies. The waiver by PBSC of a breach or default by Licensee, or the failure to exercise any remedy by PBSC, shall not be deemed to be a waiver of any future breach, default or remedy. All remedies provided herein, together with all remedies available at law or in equity, shall be cumulative. 8.7 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. 9.0 U.S. Government Restricted Rights. The Licensed Materials are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Packard BioScience, 800 Research Parkway, Meriden, Connecticut 06450 U.S.A.