END-USER LICENSE AGREEMENT FOR CHEMAXON'S PRODUCTS

August 26, 2005

Table Of Contents

• 1. GRANT OF LICENCE
• 2. SUPPORT SERVICES
• 3. TERMINATION
• 4. COPYRIGHT
• 5. LIMITATION OF WARRANTIES AND LIABILITY
• 6. BUNDLED THIRD PARTY PRODUCTS

This End-User License Agreement ("EULA") for ChemAxon's software ("SOFTWARE PRODUCT") is a legal agreement between you (either an individual or an entity) and ChemAxon Ltd. and its suppliers. You may install the SOFTWARE PRODUCT on the single computer or on the nodes of computer networks for which ChemAxon provided the license, as set forth on the applicable license addendum, purchase order, or other documentation.

You agree that your use of the SOFTWARE PRODUCT acknowledges that you have read this license, understand it, and agree to be bound by its terms and conditions.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

This EULA applies to all products of ChemAxon.

1. Free usage of the SOFTWARE PRODUCT for evaluation. Any number of users may access and use the SOFTWARE PRODUCT, for the sole purpose of testing it for a period of one month.
2. Free usage of Marvin Applets and Marvin Beans for secondary and high schools. Marvin Applets and Marvin Beans may be accessed free of charge by secondary and high school teachers and students.
3. Free usage of the MarvinSketch, MarvinView and MarvinSpace applets for free Internet sites. If any of the following conditions is true, then any number of users may access Marvin Applets
   • A freely available Internet site uses any of these applets.
   • A scientific or technical publication (posters or articles) available on the Internet displays structures using the MarvinView applet.
   • A static web page that displays structures using the MarvinView applet.
   In this case, it is also allowed that the MarvinView applet is downloaded from http://www.chemaxon.com/marvin/ (So neither the user nor the server administrator needs to install Marvin).
4. Free usage of MarvinSketch, MarvinView, MarvinSpace, MolConverter and Instant JChem applications.
   The usage of the following applications is free of charge if they are not used as integral parts of other applications:
   1. MarvinSketch
   2. MarvinView
   3. MarvinSpace
   4. MolConverter
   5. Instant JChem - free local use with all core functionality for your desktop.
   MarvinSketch, MarvinView, MarvinSpace and MolConverter applications may be accessed:
   • by downloading the Marvin Beans or the JChem package and running the appropriate batch files, shell scripts (msketch, mview, mspace, molconvert) or desktop launch. (Other usages of Marvin Beans or JChem are not free of charge.)
   • as Java Web Start applications from a page at ChemAxon's web site. (Only MarvinSketch, MarvinView, and MarvinSpace.)
   Instant JChem may be accessed:
   • as downloading it from ChemAxon's web site
   The license does not include the Calculator Plugins.
5. Free academic packages
   • For teaching:
     ChemAxon offers all of its products free of charge for education.
   • For research:
     ChemAxon offers all of its products free of charge for a period of 2 years from date of license issue to users conducting original academic research on condition that any presentation or publication of data generated using ChemAxon products include a credit to ChemAxon. Additional free of charge periods can be applied if at least one publication, including correct credit, resulting from the research can be demonstrated. Following the free of charge period(s) the usual academic rate will be applied.
   The Academic package does not allow transfer of licenses or use of ChemAxon products for third parties or charges to be made by license holders for use or deployment of products provided under an Academic package.
   The license for JChem Base allows maximum 3 searches per minute.
6. FreeWeb Package
   For freely accessible (no login) and non commercial websites JChem Base, JChem Cartridge and Standardizer may be used. Calculator Plugins can be used also but only for structural content held by the website. The website may not use Calculator Plugin license keys to enable structure based calculations provided by the Marvin interface or to perform structure based calculations on submitted structures.
7. Usage of the SOFTWARE PRODUCT. Payment conditions may limit
   • the number of users who may access and use the SOFTWARE PRODUCT
   • the number of nodes in a computer network, which may access the SOFTWARE PRODUCT
   • the number of servers that are allowed to store copies of the SOFTWARE PRODUCT
   • the number of copies of the SOFTWARE PRODUCT, which may be stored on the server(s)
   • the location of the server(s) storing the SOFTWARE PRODUCT

REDISTRIBUTABLE COMPONENTS:

In addition to the rights granted above, ChemAxon grants you the right to use and modify the example files provided with the SOFTWARE PRODUCT designated as "Examples" for the sole purposes of designing, developing, and testing your software product(s).

YOU MAY NOT:

• use the SOFTWARE PRODUCT or make copies of it except as permitted in this EULA,
• translate, reverse engineer, decompile or disassemble the SOFTWARE PRODUCT except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation,
• rent, lease, assign, or transfer the SOFTWARE PRODUCT or its components to a third party without the written permission of ChemAxon,
• redistribute the SOFTWARE PRODUCT or its components (except for the Examples) or transfer your license to a third party without the written permission of ChemAxon.

2. SUPPORT SERVICES

ChemAxon may provide you with support services related to the SOFTWARE PRODUCT. Support Services include free downloading of upgrades and technical support by e-mail or phone. Use of Support Services is governed by ChemAxon policies and programs described on ChemAxon' s Internet sites (www.chemaxon.com, www.chemaxon.com/jchem) or in other materials provided by ChemAxon. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and is subject to the terms and conditions of this EULA.

Upgrades can be downloaded from ChemAxon's Internet site (www.chemaxon.com).

• Annual licenses: Support services may be accessed for a period of up to 12 months from the date of the purchase of the annual license.
• Perpetual licenses: During the first 12 month period from the date of the initial license purchase Support Services are included in the license. Thereafter upgrades can be accessed by subscribing to our Support Services, details of which are in the invoice relating to the license purchase.

You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used only as part of that single product package and may not be separated for use on more than one computer.

3. TERMINATION

This license shall remain in effect only for so long as you are in compliance with the terms and conditions of this EULA. This license will terminate if you fail to comply with any of its terms or conditions. You may terminate it at any time by destroying your copies of the SOFTWARE PRODUCT. You agree, upon termination to destroy all copies of the Product. Without prejudice to any other rights, ChemAxon may terminate this EULA if you fail to comply with the terms. The provisions of this EULA that protect the proprietary rights of ChemAxon and the LIMITATIONS OF WARRANTIES will continue to be in force even after any termination. Upon termination, ChemAxon may also enforce any rights provided by law.

4. COPYRIGHT

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, text, and applets incorporated into the SOFTWARE PRODUCT) are the proprietary products of ChemAxon and are protected by copyright law. You acquire only the right to use the SOFTWARE PRODUCT and do not acquire any rights of ownership. You acknowledge that the SOFTWARE PRODUCT in source code remains a confidential trade secret of ChemAxon. ChemAxon may have trademarks, copyrights, or other intellectual property rights covering the SOFTWARE PRODUCT. You are not granted any license to these patents, trademarks, copyrights, or other intellectual property rights except as expressly provided herein. ChemAxon reserves all rights not expressly granted.

5. LIMITATION OF WARRANTIES AND LIABILITY

The SOFTWARE PRODUCT is provided on an "as is" basis, without any other warranties or conditions, express or implied, including, but not limited to, warranties of merchantable quality, satisfactory quality, merchantability or fitness for a particular purpose, or those arising by law, statute, usage of trade, course of dealing or otherwise. the entire risk as to the results and performance of the product is assumed by you. Neither we nor our dealers or suppliers shall have any liability to you or any other person or entity for any indirect, incidental, special, or consequential damages whatsoever, including, but not limited to, loss of revenue or profit, lost or damaged data or other commercial or economic loss, even if we have been advised of the possibility of such damages, or they are foreseeable. We are also not responsible for claims by a third party. Our maximum aggregate liability to you and that of our dealers and suppliers shall not exceed the amount paid by you for the product. The limitations in this section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term or a fundamental breach. Some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

6. BUNDLED THIRD PARTY PRODUCTS