End User Licence Agreement Date: 2006 The following terms and conditions govern the software licence agreement ("the Agreement") Between: (1) UNIVERSITY OF YORK of Heslington, York YO10 5DD ("York"); and (2) ....................................... of ...................................... ("You"/"Your"). Please read this Agreement carefully as it governs Your use of the source code, parameter sets and scripts required to generate and operate the virtual screening software known as 'rDock' version [ ] ("the Software") which shall always remain owned by Vernalis (R&D) Limited of Oakdene Court, 613 Reading Road, Winnersh, Berkshire RG41 5UA ("Vernalis"). By signing this Agreement at the end You are forming a contract and agreeing to the terms that appear below. 1. Licence 1.1 York shall supply the Software to You and hereby licenses You to access and use the Software in accordance with this Agreement as part of the development network for the Software. The licence granted to You is a royalty free, limited, non-exclusive, non-transferable licence to access and use the Software: 1.1.1 in accordance with this Agreement; 1.1.2 for copying or transmission of the Software or (where in machine readable form) the manuals or user guides in relation to the Software into equipment for Your own research purposes; 1.1.3 for making improvements, enhancements, alterations or additions to the Software as permitted by this Agreement ("Modifications"). 1.2 For the purposes of this Agreement, all Modifications made by You shall be included in the license granted pursuant to clause 1.1 above, and shall be deemed to be Software for the purposes of this Agreement. 1.3 You shall not license, sub-license, sell, resell, rent, lease, transfer, assign, distribute or make the Software available to any third party other than as contemplated by this Agreement. The authority to access and use the Software shall extend to any of Your employees or members who accept and are bound by the terms of this Agreement. You shall remain responsible for such employees or members as if the activities carried out by them, were carried out by You under this Agreement. 1.4 Subject to You having accepted the terms of this Agreement, the licence of the Software shall commence on the above date and shall continue thereafter until it is ended in accordance with this Agreement. 1.5 You may make a reasonable number of backup copies of the Software as is consistent with Your normal periodic procedures PROVIDED THAT (i) You shall maintain a log of the number and location of all originals and copies of the Software and make such log available to York at its request; (ii) all copies of the Software will carry Vernalis' copyright notice (or such other notice that York or Vernalis may notify from time to time); and (iii) all copies shall remain subject to, and be governed by, the terms of this Agreement. 1.6 You hereby acknowledge that neither York nor Vernalis are under any obligation to provide support or any other such maintenance service in respect of the Software. 2. York Obligations 2.1 York warrants that it has been granted the right by Vernalis to grant licences of the Software pursuant to the terms of this Agreement and to coordinate the development of Modifications to the Software. 2.2 The Software is provided "as is". Neither York nor Vernalis gives any warranties or representations as to the fitness for purpose of the Software or that the Software will be free of defects or error free or that it will perform to any particular specification, and neither York nor Vernalis shall be liable for any use that You make of the Software. 3. Your Obligations 3.1 You hereby agree that: 3.1.1 You will only use the Software in accordance with this Agreement; 3.1.2 As part of the development network for the Software, you will promptly provide to York full details of all Modifications developed by You and/or Your employees; 3.1.4 You shall remain solely responsible for all activities undertaken by You and/or Your employees whilst accessing and using the Software; 3.1.5 You shall use reasonable endeavours to prevent unauthorised access to, or use of, the Software and shall immediately notify York of any such unauthorised use; 3.1.6 You shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to Your use of the Software; 3.1.7 You shall take reasonable steps to ensure that no person accesses the Software without having the proper authority (which shall include such persons having signed a licence agreement with York in the form set out herein); 3.1.8 You shall remain solely responsible for configuring Your information technology, computer programs and platform in order to access and use the Software, and You shall use Your own virus protection software; 3.1.9 any reports or publications produced using the Software will acknowledge such use and bear the name of the Software by way of an appropriate citation. 3.2 You shall not, without York's prior written consent: 3.2.1 disclose in any form the Software (including any Modifications) or derivative works based on the Software to any third party; 3.2.2 copy, print out or otherwise reproduce any part of the Software, other than as permitted by this Agreement; 3.2.3 incorporate within the Software any software or other material that carries any restrictions or limitation on distribution or commercialisation; 3.2.4 interface the Software with other software or material where to do so would infringe the rights, including intellectual property rights of a third party. 3.3 You shall not contest any of Vernalis' and/or York's patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world ("Intellectual Property Rights") in the Software, including any Modifications. 3.4 Without prejudice to the provisions of clause 3.1.2, You shall, within 7 days of each anniversary of this Agreement, provide York with an annual written report setting out full details of the Modifications that You have made to the Software during the preceding 12 month period and You shall, upon request, provide York with such other information as York may reasonably request from time to time in respect of such Modifications. 4. Term of Agreement Subject to these terms being accepted by You, this Agreement shall take effect on the date set out above and shall continue thereafter unless or until ended in accordance with the terms of this Agreement. 5. Intellectual Property 5.1 All Intellectual Property Rights and other rights in documents, products and materials developed by Vernalis, York and/or You in relation to the Software and all Modifications and related documents and materials in respect of the Software in any form including programs, data, reports and specifications, shall be owned by Vernalis and You shall immediately upon request from either York or Vernalis assign all right, title and interest (if any) in the same to Vernalis pursuant to clause 5.2. 5.2 You hereby agree to assign (or procure the assignment) and hereby do assign to Vernalis all right, title and interest in and to all Modifications made to the Software and related documents and materials without any additional consideration. Vernalis and/ or York shall be free to use and incorporate any Modifications made by You into any new versions of the Software without accounting to You. 5.3 For the avoidance of doubt, nothing in this Agreement shall prevent Vernalis and/or York from incorporating into the Software any suggestion, idea, enhancement, feedback, recommendation or other information provided by You or any of Your users in relation to the operation of the Software. 5.4 Subject to clause 5.1 above, all Intellectual Property Rights in any other documents, materials, data or information which existed prior to the commencement of this Agreement and were developed or otherwise produced by You shall belong to You. 5.5 You hereby warrant that any Modifications or other material supplied to York and/or Vernalis and its use by York and/or Vernalis for the purpose of development and use of new versions of the Software will not infringe any third party rights, and You shall indemnify York and/or Vernalis against any loss, damages, costs, expenses or other claims arising from any such infringement. 6. Confidentiality 6.1 For the purposes of this clause 6, 'Confidential Information' shall mean all information (whether written, oral or in electronic form) concerning the Software and all Modifications including all materials, documentation and information provided to You, and all information relating to the business and affairs of Vernalis or York. 6.2 Subject to clause 6.3, You shall: 6.2.1 keep confidential all Confidential Information; 6.2.2 treat Confidential Information with the same degree of care that You use for Your own confidential information; 6.2.3 not disclose Confidential Information in whole or in part to any other person save for those of Your employees involved in the use of the Software pursuant to this Agreement and who need to know the Confidential Information in question; 6.2.4 use the Confidential Information solely in connection with the use of the Software in accordance with this Agreement and not for its own benefit or the benefit of any third party. 6.3 You shall ensure that Your employees who come into contact with Confidential Information are made aware of its confidentiality and the provisions of this clause 6. You shall take all such steps from time to time necessary to ensure compliance by Your employees with this clause 6 and indemnify York and Vernalis against any breach. 6.4 The provisions of clauses 6.2 and 6.3 shall not apply to information that (i) is or becomes public knowledge other than by breach of this Agreement; (ii) is in Your possession without restriction in relation to disclosure before the date of receipt or generation under this Agreement; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to any Confidential Information. 7. Liability 7.1 EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER YORK NOR VERNALIS SHALLBE LIABLE TO YOU BY REASON OF ANY REPRESENTATION (UNLESS FRAUDULENT), OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR ANY LOSS OF PROFIT OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS (WHETHER CAUSED BY THE NEGLIGENCE OF YORK, ITS SERVANTS OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE PROVISION AND LICENCE OF THE SOFTWARE OR ITS USE BY YOU. 8. Termination 8.1 You may end this Agreement at any time by giving not less than 1 (one) months' prior written notice to York. 8.2 Either party may end this Agreement immediately on giving notice to the other if the other party: 8.2.1 commits a material breach of any terms of this Agreement and (if such breach is capable of remedy) fails to remedy that breach within 30 days of that party being notified in writing of that breach; 8.2.2 goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986); 8.2.3 ceases, or threatens to cease, to trade. 8.3 On termination of this Agreement: 8.3.1 You shall, at York's option, immediately return to York, or otherwise delete, any part of the Software (together with all copies) including Modifications made by You and all materials, documents and papers whatsoever sent to You in relation to the Software that remain in Your possession or control, including from Your electronic media and other such storage devices; 8.3.2 all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination. 8.4 In the event that York's agreement with Vernalis terminates for whatever reason, York shall assign this Agreement to Vernalis. 9. General 9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. 9.2 Notices. A notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or principal place of business or to its fax number or e-mail address notified to the party giving the notice from time to time. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and in the case of fax and e-mail, at the time of transmission provided that it is between the hours of 9.00am to 5.30pm Monday to Friday. In the event that transmission is not made within these hours, the notice will be deemed delivered at 9.00am on the first business day following delivery. 9.3 Waiver. No failure or delay in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. 9.4 Invalidity. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected and the parties agree to amend or alter such invalid or unenforceable term in order to achieve, so far as is possible, the objectives and intent of this Agreement. 9.5 Relationship of parties. Nothing in this Agreement shall have the consequence or effect of creating a partnership, franchise, joint venture, agency, fiduciary, employment or other such relationship between the parties. 9.6 Survival of provisions. The provisions of clauses 2.2, 3, 5, 6, 7, 8.3 and 9 shall survive the termination of this Agreement. 9.7 Assignment. You may not assign any of your rights or obligations under this Agreement without the prior written consent of York. This Agreement may be assigned by York to Vernalis or to any other party who acquires the right and interest in the Software from Vernalis. 9.8 Force Majeure. Neither party shall have any liability to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement as a result of any act, event, omission or accident beyond its reasonable control. 9.9 Rights of Third Parties. Save in respect of any benefit to and/or enforcement of such terms by Vernalis, this Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else. 9.10 Interpretation. Words in the singular include the plural and vice versa. Headings shall not affect the interpretation of this Agreement. A reference to writing shall include e-mail. A reference to a statute is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation. 9.11 Law and Jurisdiction. English law shall apply to this Agreement, and the parties agree to submit to the exclusive jurisdiction of the English courts. We hereby agree that the above terms shall apply to the licence of the Software from York Signed: ................................. (For and on behalf of You) Name (Print): ................................. Signed: ................................. (For and on behalf of York) Name (Print): ................................. $Id: //depot/dev/client3/rdock/2006.1/docs/EULA.txt#1 $