LICENSE TO USE SEMICHEM SOFTWARE AGREEMENT Personal Computer Terms and Conditions This agreement is entered into between Semichem, Inc., P.O. Box 1649, Shawnee Mission, KS 66222 ("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. The agreement is effective as of the day LICENSED SOFTWARE is installed on your computer, Semichem grants to the Licensee the non-exclusive, non-transferable right to install and execute LICENSED SOFTWARE on 1 computer owned by the Licensee providing the following terms are met: a. The required License Fee(s) has been received from the Licensee by Semichem (except for use for up to thirty (30) days following initial installation for demonstration purposes only). If the License Fee is discounted for "Academic Use", the 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. The 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, the 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. g. 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. h. If Licensee receives any request to furnish any or all of the LICENSED SOFTWARE, Licensee agrees to refer such requests to Semichem. i. 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. j. If the 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. k. If the Licensee uses a 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 explain that a modified version of LICENSED SOFTWARE was used to obtain the result. l. If LICENSED SOFTWARE includes the AMSOL Module-2001, Licensee agrees to the additional terms contained in the "AMSOL Model Module-2001 Addendum". m. 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. n. 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. o. 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". p. 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 the Licensee (see paragraph "a") regardless of the action. q. 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. 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 In addition to the terms contained in the SEMICHEM SOFTWARE AGREEMENT, if the LICENSED SOFTWARE is obtained through the Academic Discount Program, the following additional terms apply: ACEDEMIC-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. ACEDEMIC-2. Members of Licensee's research group may use LICENSED SOFTWARE while under the direct supervision of Licensee, provided they agree to terms of this AGREEMENT. ACEDEMIC-3. LICENSED SOFTWARE must be installed on a computer owned or operated by the academic institution whereby the Licensee qualified for the Academic Discount. LICENSED SOFTWARE may not be transferred to any other institution without prior written consent from Semichem. AMSOL Model Module-2001 Addendum In addition to the terms contained in the SEMICHEM SOFTWARE AGREEMENT, if Licensee invokes one the SMxx models contained in LICENSED SOFTWARE, the following additional terms apply: AMM-1. Citation must be made to the original program: D. A. Liotard, G. D. Hawkins, D. M. Dolney, D. Rinaldi, C. J. Cramer, and D. G. Truhlar, AMM-2001 - version 1.0 (University of Minnesota, Minneapolis, 2001), based on AMPAC - version 7.0 (Semichem, Inc., Shawnee Mission, KS, 2001). AMM-2. Further, citations to the specific methods used from the module should be made for scientific completeness. See the AMSOL manual for specific method references.