Whereas Biotage AB has developed or acquired the rights to certain contents of Biotage PathFinder, as further described and defined below, and Biotage’s licensors have developed certain Software, as defined below, included in Biotage PathFinder.

Whereas Biotage PathFinder is a highly valuable property of Biotage and its licensors and contains trade secrets, Biotage Know How and other confidential information owned by Biotage and its licensors.

Whereas the Customer, as defined below, wishes to have access to Emrys PathFinder solely for the Purpose at the Site, as those terms are defined below, and Biotage is willing to grant the Customer such access and licences necessary therefore on the terms set out below.

1. Definitions
   “Customer” shall mean the company, person or other entity identified in the Quotation, as defined below.
   
   “Biotage PathFinder” shall mean the database containing Biotage Know How, as defined below, and other information and Software, as defined below. Biotage PathFinder is legally protected by database directive 96/9/EG and the following national regulations. It is also legally protected by national and international copyright laws and international treaties.
   
   “Party” shall mean the Customer and Biotage, respectively.
   
   “Biotage Know How” shall mean the information and data as it may be presented from time to time, developed or obtained and kept in confidence by Biotage, contained in Biotage PathFinder and pertaining to chemical reactions.
   
   “Purpose” shall mean the purpose of research and development within the field of microwave assisted chemical reactions. The Purpose shall in no event be interpreted to include use of Biotage PathFinder performance of commercial services for third party companies. Such use, if acceptable to Biotage, requires a separate license from Biotage.
   
   “Quotation” shall mean either a) the quotation document signed by the Customer or b) the order form available at the Site filled in and submitted to Biotage PathFinder by the Customer.
   
   “Site” shall mean the internet site http://www.biotagepathfinder.com or such other Internet site as may be notified by Biotage from time to time.
   
   “Software” shall mean the software enabling a user to perform searches within Biotage PathFinder.
   
   “User” shall mean a named individual employed by or under control of the Customer and allotted one user name and one password for access to Biotage PathFinder at the Site.
   
   
2. Non-exclusive licence
   This non-exclusive license, without the right to sublicense, permits access to Biotage PathFinder according to the number of Users set out in the Quotation for the Purpose during the time period set out in the Quotation. The licence may be extended. The grant of this licence is subject to the Customer’s payment of the licence fee and compliance with these Licence and Access terms.
   
   
3. Term of this agreement
   This agreement shall enter into force when the passwords have been submitted to the Customer and shall remain in force for the term stated in the Quotation.
   
   Unless terminated by the Customer no later than thirty (30) days prior to expiration of the term currently in effect, this Agreement shall be extended for a period equivalent to such term.
   
   
4. No modification
   Emrys PathFinder may not be modified, disassembled or copied. Without the prior written consent of Biotage no copy of Biotage PathFinder may be sold or transferred to any third party, or the License assigned, sublicensed or otherwise transferred by the Customer. The license to use the Software does not transfer any right, title or interest in the Software to the Customer. The Customer is hereby on notice that the Software is protected under copyright laws and international treaties.
   
   
5. Confidentiality
   The Customer understands that any and all Biotage Know How, as it may be presented from time to time, and the Software are highly valuable and proprietary assets of Biotage and its licensors. Consequently, the Customer agrees to maintain the confidentiality of the Biotage Know How and the Software and not to disclose all or any portion of the Biotage Know How or the Software to any third party.
   
   The obligation to keep Biotage Know How and the Software confidential shall survive termination of this licence. The obligation shall expire at the occurrence of any of the following exceptions.
   
   A. Biotage Know How and Software which is now part of the public domain or subsequently enters into the public domain through no fault of the Customer, or
   B. Biotage Know How and Software which, at the time of disclosure hereunder, was already known
   to and in the possession of the Customer as shown by the Customer, or
   C. Biotage Know How and Software which, at the time of disclosure hereunder, has been developed by employees of the Customer independently of the information contained in Biotage PathFinder, or
   D. Biotage Know How and Software which the Customer may obtain after the date of this Agreement from a person lawfully in possession of and having the right to disclose the same.
   
   IT IS THE EXPRESS RESPONSIBILITY OF THE CUSTOMER TO INFORM AND EDUCATE ITS EMPLOYEES OF THE CONTENTS OF THESE TERMS AND SPECIFICALLY OF THE NON-DISCLOSURE OBLIGATION CONTAINED HEREIN
   
   
6. Use and protection of account number and password
   The Customer shall be responsible for maintaining the confidentiality of the passwords. The Customer shall be responsible for all uses of the accounts allotted by Biotage, whether or not actually or expressly authorized by the Customer.
   
   
7. Disclaimer
   Biotage and its licensors disclaim all liability for any damages arising as a result of the use of Biotage PathFinder, including liability for incidental, consequential or indirect damages such as loss of use, loss of data and lost profits.
   
   
8. Export laws and regulations
   The Customer understands that it must comply with all relevant export laws and regulations of the United States and any other country to ensure that the Software nor any direct product thereof are exported in violation of such laws and regulations.
   
   
9. Copyright
   As described above Biotage PathFinder is legally protected by database directive 96/9/EG and the following national regulations. It is also legally protected by national and international copyright laws and international treaties. The Customer hereby acknowledges its understanding hereof and that any unauthorized reproduction or distribution or disclosure of contents of Biotage PathFinder, or any portion of it, is prohibited and may result in severe penalties, and will be prosecuted to the maximum extent possible under the law.
   
   
10. Limited warranty
    Biotage warrants that Biotage PathFinder will perform substantially the functions described in the documentation provided by Biotage at the Site.
    
    
11. Remedies
    Biotage will undertake to a) correct within a reasonable period of time, any reported failure of Biotage PathFinder to perform substantially the functions described in the documentation provided by Biotage, b) correct errors in the documentation. These are the sole and exclusive remedies for any breach of warranty.
    
    
12. No other rights
    The Customer acknowledges that these terms do not give the Customer any other rights, whether express or implied, than those explicitly granted under 2) above.
    
    
13. Choice of law and dispute resolution
    This agreement shall be governed by the laws of Sweden. Any dispute arising out of or in connection with this agreement shall be within the exclusive jurisdiction of the courts of Stockholm, Sweden.