Synergix Ltd. Software License Agreement

This document includes 2 license agreements:

1. SYNERGIX - Electronic End User Software License Agreement

2. ACCELRYS SOFTWARE INC. - End User License Agreement (For the Discovery Studio Visualizer ActiveX Control)

Synergix Electronic End-User Software License Agreement

THIS AGREEMENT IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO SO, DO NOT COMPLETE THE INSTALLATION PROCESS. PROMPTLY RETURN THE ENTIRE PACKAGE TO THE PLACE WHERE YOU OBTAINED IT, FOR A FULL REFUND.

1. Definitions
(a) "Synergix" means Synergix Ltd. and its licensors, if any.
(b) "Software" means the programs which may also include documentation, associated media (e.g.:text(s), Molecule(s), 3D visualization(s), picture(s), animation(s)), printed materials, voice(s), and online and electronic documentation, supplied by Synergix herewith, and any and all updates thereto.
(c) "Network License" means a multi users license of the Software accessible across a network controled by Aladdin License Manager. License terms allow for example 10, 20, 50, 100 (or more) users to access the software concurrently.

2. License
This Agreement allows you to:
(a) Install and use the Software on a single computer and make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software.
(b) If you have purchased a Network License for the Software product, you may install the Software on a storage device, such as a network server, and run the Software on an internal network only, provided the number of concurrent users does not exceed the number authorized by the Network License.
(c) If you have the evaluation version or the demo version of the Software, you may use it for internal testing and evaluation purposes only.

3. License Restrictions
Other than as set in Section 2, you may not install the Software on a storage device, such as a network server, and run the Software on an internal network, you may not use the Software without the supplied protection key, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You may not lend, rent, lease, sublicense, or transfer for value the Software. You may not modify the Software or create derivative works based upon the Software. You may not copy or post any part of it on any network computer or broadcast it in any media. You may not give access to the software from a computer outside your institution, (e.g. access from a web page). You may not transfer the software or any part of it, into any other application, media, or viewer (e.g. PowerPoint, html page). You may not create hard-copy of the software or any part of it.

4. Ownership
The foregoing license gives you limited rights to use the Software. Although you own the media on which the Software is recorded, you do not become the owner of, and Synergix Ltd. retains title to, the Software, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Synergix.

5. Limited Warranties
(a) Synergix warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, the Software and the protection key will perform in substantial conformance with the documentation supplied with the Software; and (ii) that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use. EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, Synergix DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE PROTECTION KEY, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. No oral or written information or advice given by Synergix, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty.
(b) (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.

6. Exclusive Remedy
Your exclusive remedy under Section 5 is to return the Software and the protection key to the place you acquired it, with a copy of your receipt and a description of the problem. Synergix will use reasonable commercial efforts to supply you with a replacement copy of the Software and/or the protection key that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. Synergix shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. After 90 days, basic cost may apply for replacement of the software and/or protection key.

7. Limitation of Liability.
IN NO EVENT WILL SYNERGIX OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF SYNERGIX OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. Termination
Without prejudice to any other rights, Synergix may terminate this LA if you fail to comply with the terms and conditions of this LA. In such event, you must uninstall and destroy all your copies of Molecular Conceptor™.

9. General Disclaimer.
ALL CONTENT OF THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SYNERGIX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, RELATING TO SUCH CONTENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES AND REPRESENTATIONS OF NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ALTHOUGH SYNERGIX WISHES THE CONTENT OF THE SOFTWARE TO BE ACCURATE, COMPLETE, AND CURRENT, SYNERGIX DOES NOT WARRANT OR REPRESENT THAT ANY CONTENT OF THE SOFTWARE IS ERROR-FREE, COMPLETE, OR CURRENT, THAT USE OF SUCH CONTENT WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.

10. (USA only) Government End Users
RESTRICTED RIGHTS LEGEND This software is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: Synergix Ltd., Technology Park Malha, Building 1 Jerusalem ISRAEL

11. (Outside of the USA only) Consumer End Users
The limitations or exclusions of warranties and liability contained in this agreement do not affect or prejudice the statutory rights of a consumer; i.e., a person acquiring goods otherwise than in the course of a business.

12. General
This Agreement shall be governed by the internal laws of Israel. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this Agreement shall be directed to: Synergix Ltd, Technology Park Malha, Building 1, 91487 Jerusalem ISRAEL Attention: Legal Department.

ACCELRYS SOFTWARE INC.
End User License Agreement

BY INSTALLING OR USING THE SOFTWARE ("SOFTWARE") OF ACCELRYS SOFTWARE INC. ("ACCELRYS") THAT ACCOMPANIES THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT"), YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN PLEASE CLICK ON THE "ACCEPT" BUTTON. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE.

LICENSE GRANT. Subject to the terms of this Agreement, Accelrys or one of its subsidiaries or authorized distributors (collectively "Accelrys") grants to you, free of charge, a nonexclusive, non-transferable license to use Accelrys’ Software and accompanying documentation ("Documentation"), if any, in the manner described below under "Scope of License Grant." The term of the license is perpetual. The license shall remain in effect for such term unless terminated as set forth in the Section entitled "Termination" below.

SCOPE OF LICENSE GRANT. You may:
1. Installation and use.

(a) Install and use a copy of the Software on one personal computer or other device (or on the number of computers/devices for which you have purchased a license); and
(b) Install an additional copy of the Software on a second, portable device for the exclusive use of the primary user of the first copy of the Software.

2. Alternative Rights for Storage/Network Use. As an alternative to No. 1, you may install a copy of the Software on a network storage device, such as a server computer, and allow one access device, such as a personal computer (or the number of devices/computers for which you have purchased a license), to access and use that licensed copy of the Software over a private network. You must obtain a license to the Software for each additional device that accesses and uses the Software installed on the network storage device.
You may: use the Software solely for your own internal business purposes; and copy the Software for archival purposes, provided the copy contains all of the original Software's proprietary notices and remains subject to this Agreement.
You may not: modify, translate, reverse engineer, decompile, disassemble (except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions), or create derivative works based on the Software, or any portion thereof; copy the Software other than as specified above; rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software. All rights not expressly granted by Accelrys under this Agreement are reserved by Accelrys. No support or maintenance shall be provided.

NO WARRANTY. The Software and Documentation are provided "AS IS" and without any warranty of any kind. ACCELRYS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. IF THE JURISDICTION WHERE YOU OBTAINED THIS LICENSE DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, THE DURATION OF ANY AND ALL APPLICABLE IMPLIED WARRANTIES AND CONDITIONS, IF ANY, SHALL BE LIMITED TO ONE (1) YEAR AFTER YOU DOWNLOAD THE SOFTWARE. NO DEALER, AGENT, OR EMPLOYEE OF ACCELRYS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. THE ABOVE WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

TITLE. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall at all times remain in Accelrys and/or its suppliers. Accelrys reserves any rights not expressly granted under this Agreement. The Software is protected by copyright and other intellectual property laws and by international treaties.

TERMINATION. The license granted hereunder will terminate automatically if you fail to comply with the terms and conditions of this Agreement. You may terminate this license at any time by ceasing all use of the Software and Documentation. Upon any such termination, you must destroy all copies of the Software and Documentation. No refunds or credits will be due.

EXPORT CONTROLS. The Software and related technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Libya, North Korea, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Department of the Treasury list of Specially Designated Nationals and Blocked Persons, or the U.S. Department of Commerce, the Denied Persons List and Entity List. By installing or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you agree to comply with any other applicable U.S. export control laws and any local laws in your jurisdiction that may affect your right to import, export, or use the Software. By installing or using the Software, you are also representing and warranting that you will not use, or permit or authorize others to use, the Software in connection with the design, development, production, stockpiling or use of any chemical or biological weapons. You agree to defend, indemnify and hold Accelrys harmless from any claims arising out of or relating to your violation of any such export control laws.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ACCELRYS OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES, WHETHER FORESEEABLE OR NOT. IN NO EVENT WILL ACCELRYS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACCELRYS RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF ACCELRYS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ACCELRYS’ NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU IN ITS ENTIRETY.

U.S. GOVERNMENT END USERS. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth in this Agreement.

GENERAL. This Agreement represents the complete and final agreement concerning the license granted hereunder and replaces any and all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement shall be construed, governed, and enforced solely and exclusively by the laws of the State of California, USA, excluding conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. You hereby agree that the courts located in the county of San Diego, the State of California, USA, will constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement and you hereby irrevocably consent to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto. You may not assign this Agreement to any third party without first obtaining the express written consent of Accelrys, and any assignment by you without such consent shall be null and void. Accelrys may freely assign this Agreement to any third party. If you have any questions concerning this Agreement, you may contact Accelrys at 10188 Telesis Court, Suite 100, San Diego, CA 92121, USA; (858) 799-5000, Attention: Legal.