CELLERATOR ACADEMIC LICENSE version 1.0

1. Definitions

1.1 "Commercial Use" means covered code utilized by USER to generate a revenue stream, including but not limited to, embedding the source code in USER's proprietary software, executable software, or consulting utilizing the source code. Separate licenses for commercial use can be negotiated through the The University of California, Irvine, Office of Technology Alliances (www.ota.uci.edu).

1.2 "Contributor" means each entity that creates or contributes to the creation of Modifications.

1.3 "Covered Code" means the Source Code, Modifications, or the combination of the Original Source Code and Modifications, in each case including portions thereof. The Original Source Code, developed by the California Institute of Technology, hereinafter referred to as CALTECH is described in the Source Code notice required by Exhibit A.

1.4 "Source Code" means the human readable form of a program or other work that is suitable for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an executable (object code).

1.5 "Electronic Distribution Mechanism" means a mechanism generally accepted in the software development community for the electronic transfer of data.

1.6 "Larger Work" means a work, which combines Covered Code or portions thereof with code not governed by the terms of this License.

1.7 "License" means this document. CALTECH has granted to The University of California, (ˇ°The REGENTSˇ±) a non-exclusive worldwide license to the Covered Code, with the right to grant Academic Sublicenses.

1.8 "Modifications" means any addition to or deletion from the substance or structure of either the Original Source Code or any previous Modifications. When Covered Code is released as a series of files, a Modification is:

(a) Any addition to or deletion from the contents of a file containing Original Code or previous Modifications.

(b) Any new file that contains any part of the Original Code or previous Modifications

1.9 "USER" (or "YOU") means an individual or a legal entity exercising rights under, and complying with all of the terms of this License. For legal entities, USER includes any entity, which controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

2. License Grants.

2.1 The REGENTS hereby grants USER a royalty-free, nonexclusive license:

(a) to use, reproduce, modify, display, distribute and perform, the Covered Code (or portions thereof) with or without Modifications, or as part of a Larger Work; and

(b) the licenses granted in this Section 2.1 are effective on the date the USER first receives Covered Code.

(c) No License is granted by REGENTS for the Commercial Use of Covered Code under this License.

2.2. Contributor Grant. If Contributor distributes Modifications, then each Contributor hereby grants CALTECH and REGENTS a royalty-free, nonexclusive license:

(a) to use, reproduce, modify, display, perform, sublicense and distribute the Modifications created by such Contributor (or portions thereof) either on an unmodified basis, with other Modifications, as Covered Code or as part of a Larger Work; and

(b) the licenses granted in this Section 2.2 are effective on the date the CALTECH and REGENTS first receives such Modifications to the Covered Code.

3. Contributor Obligations

3.1. Distribution

3.1. Application of License.

The Modifications which You create or to which You contribute are governed by the terms of this License, including without limitation Section 2.2. The Source Code version of Covered Code may be distributed only under the terms of this License, and You must include a copy of this License with every copy of the Source Code You distribute. You may not offer or impose any terms on any Source Code version that alters or restricts this License or the recipients' rights hereunder. However, You may include an additional document offering the additional rights described in Section 3.6.

3.2. Availability of Source Code.

Any Modification which You create or to which You contribute must be made available in Source Code form under the terms of this License either on the same media as an Executable version or via an accepted Electronic Distribution Mechanism to anyone to whom you made an Executable version available; and if made available via Electronic Distribution Mechanism, must remain available for at least twelve (12) months after the date it initially became available, or at least six (6) months after a subsequent version of that particular Modification has been made available to such recipients. You are responsible for ensuring that the Source Code version remains available even if the Electronic Distribution Mechanism is maintained by a third party.

3.3. Description of Modifications.

You must cause all Covered Code to which You contribute to contain a file documenting the changes You made to create that Covered Code and the date of any change. You must include a prominent statement that the Modification is derived, directly or indirectly, from Original Code provided by the Initial Developer and including the name of the Initial Developer in (a) the Source Code, and (b) in any notice in an Executable version or related documentation in which You describe the origin or ownership of the Covered Code.

3.4 Intellectual Property Matters

(a) Third Party Claims. If USER has knowledge that a third party claims an intellectual property right in particular functionality or code (or its utilization under this License), USER must notify CALTECH or REGENTS of such claims.

(b) Contributor APIs. If Your Modification is an application programming interface and USER owns or controls patents, which are reasonably necessary to implement that API, you must also notify CALTECH or Regents of such patent rights.

3.5. Required Notices.

USER must duplicate the notice in Exhibit A in each file of the Source Code, and this License in any documentation for the Source Code, where USER describes recipients' rights relating to Covered Code. If USER created one or more Modification(s), USER may add name as a Contributor to the notice described in Exhibit A. If it is not possible to put such notice in a particular Source Code file due to its structure, then USER must include such notice in a location (such as a relevant directory file) where a user would be likely to look for such a notice.

3.6. Distribution of Executable Versions.

You may distribute Covered Code in Executable form only if the requirements of Section 3.1-3.5 have been met for that Covered Code, and if You include a notice stating that the Source Code version of the Covered Code is available under the terms of this License. The notice must be conspicuously included in any notice in an Executable version, related documentation or collateral in which You describe recipients' rights relating to the Covered Code. You may distribute the Executable version of Covered Code or ownership rights under a license of Your choice, which may contain terms different from this License, provided that You are in compliance with the terms of this License and that the license for the Executable version does not attempt to limit or alter the recipient's rights in the Source Code version from the rights set forth in this License. If You distribute the Executable version under a different license You must make it absolutely clear that any terms which differ from this License are offered by You alone, not by CALTECH, REGENTS or any Contributor. You hereby agree to indemnify CALTECH, REGENTS and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of any such terms You offer.

3.7. Larger Works.

You may create a Larger Work by combining Covered Code with other code not governed by the terms of this License and distribute the Larger Work as a single product. In such a case, You must make sure the requirements of this License are fulfilled for the Covered Code.

4. Inability to Comply Due to Statute or Regulation.

If it is impossible for USER to comply with any of the terms of this License with respect to some or all of the Covered Code due to statute or regulation then USER must:

(a) comply with the terms of this License to the maximum extent possible; and

(b) notify REGENTS of any such limitations.

5. Application of this License.

This License applies to Covered Code attached to the notice in Exhibit A.

6. DISCLAIMER OF WARRANTY.

COVERED CODE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED CODE IS WITH USER. SHOULD ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE CALTECH, REGENTS OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

7. TERMINATION.

This License and the rights granted hereunder will terminate automatically if USER fails to comply with terms herein. All sublicenses to the Covered Code which are properly granted shall survive any termination of this License. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.

8. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL CALTECH, REGENTS, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED CODE, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT EXCLUSION AND LIMITATION MAY NOT APPLY TO USER.

USER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CALTECH AND REGENTS WITH RESPECT TO ANY EXPENSE, CLAIM, LIABILITY, LOSS OR DAMAGES, WHETHER ALLEGED, INCURRED, MADE OR SUFFERED BY USER OR ANY THIRD PARTY, IN CONNECTION WITH, OR IN ANY WAY ARISING OUT OF THE USE OF THE COVERED CODE BY USER IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS GRANTED UNDER THIS ACADEMIC LICENSE.

9. MISCELLANEOUS.

This License represents the complete agreement concerning subject matter hereof. Nothing in this AGREEMENT shall be construed as conferring by implication, estoppel or otherwise any license or rights other than those granted in this License. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by California law.

EXHIBIT A.

The contents of this file are subject to the CELLERATOR ACADEMIC LICENSE version 1.0 (the "License"); you may not use this file except in compliance with the License.

Software distributed under the License is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License.

The Original Source Code is "CELLERATOR?", United States Patent Application No. 09993291.

The Original Source Code was developed by the California Institute of Technology (Caltech).

Portions created by Caltech are Copyright (C) 2002-2003 California Institute of Technology. All Rights Reserved.