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License Agreement on the X-SCORE v1.3 Software for Academic/Governmental End Users

This document establishes a legal agreement between LICENSEE and the Shanghai Institute of Organic Chemistry ("SIOC"). SIOC has developed a set of computer programs for computing octanol-water partition coefficient as well as some other properties of organic molecules, which is referred to as "X-SCORE v1.3" herein, for use by trained individuals in applicable research fields.

This agreement grants at no charge to LICENSEE a non-exclusive, non-transferable right to use X-SCORE v1.3 solely to conduct research in LICENSEE's interests. By using X-SCORE v1.3, LICENSEE agrees to be bound by the following terms:

1. SIOC has the full copyright of X-SCORE v1.3. No ownership rights of SIOC on X-SCORE v1.3 are conferred upon LICENSEE by this agreement.

2. X-SCORE v1.3 is provided "AS IS" without warranty of any kind. SIOC does not warrant that the data produced by X-SCORE v1.3 are complete, accurate or error-free which will meet LICENSEE'Srequirements precisely.

3. LICENSEE agrees that SIOC has no obligation to provide to LICENSEE any maintenance, support, or update services. Should SIOC provide any revised versions of X-SCORE v1.3, such as X-SCORE v1.3.x, LICENSEE agrees that this agreement shall apply to such revised versions.

4. LICENSEE warrants that X-SCORE v1.3 is for LICENSEE'S internal use, and may not be reproduced, resold, loaned, or otherwise distributed to any third party.

5. Except as expressly permitted by this agreement, no other use of X-SCORE v1.3 is permitted, including, but not limited to: (i) use for the benefit of, on behalf of, or upon the request of any other party; (ii) reproduction, adaptations, or preparation of derivative works of X-SCORE v1.3; (iii) reverse engineering, decompiling, disassembling, or attempting to otherwise access any source codes of X-SCORE v1.3.

6. Notwithstanding the above limitations on the license, LICENSEE may publish and otherwise publicly disclose the research that LICENSEE conducts with the use of X-SCORE v1.3. LICENSEE shall cite the usage of X-SCORE v1.3 in any resulting publication by taking appropriate references to X-SCORE v1.3.

If LICENSEE at any time fails to abide by the terms of this agreement, SIOC shall have the right to immediately terminate the license granted herein, and pursue any other legal or equitable remedies available.

This agreement represents the complete and exclusive statement of the agreement between SIOC and LICENSEE, and supersedes all prior agreements, proposals, representations and other communications, verbal or written, between them with respect to the access and use of X-SCORE v1.3. This agreement may be modified only with a mutual written approval of authorized representatives of both parties.


Revised in Jan 2010.


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