Virginia Tech Intellectual Properties, Inc (VTIP) and EML Research
gGmbH (EML) (referred to collectively as "Owners") own the COPASI
software and its associated documentation ("Software"). For the
purpose of this license VTIP functions as the point of contact to the
Owners. You should carefully read the following terms and conditions
before using this Software. Your use of this Software indicates your
acceptance of this license agreement and all terms and conditions.


1) Background 

    The Owners desire to distribute research software in furtherance
    of their public interest mission.  Licensee desires to use the
    Software only at its own company or at its facilities for internal
    business purposes or for performing its own - including commercial
    - research. In particular, Licensee shall not allow any third
    party access to the Software for business or research purposes of
    third parties.  The Software is licensed, not sold.

2) Definitions 

    "Agreement" means this Non&minusExclusive Software License Agreement
    and attachments.

    "Effective Date" means the latest date upon which this Agreement
    is executed.

    "License Fee" means the amounts due by Licensee to owners under
    Attachment A.

    "Modifications" mean any changes or extensions introduced into the
    Software or otherwise based on or derived from the Software source
    statements. Modifications may include, but are not limited to,
    corrections of program errors, translations and stylistic
    restructuring of the Software, addition or deletion of functions
    or enhancement of existing functions of the Software, and changes
    or additions required to integrate the Software into other
    applications.

    "Technical Contact" means the individual authorized by Licensee to
    receive the Software and conduct all technical correspondence with
    the Owners.

2) Grant 

    Commencing on the Effective Date, and subject to the provisions
    herein, the Owners hereby grants to Licensee, and Licensee
    accepts, a limited, non-exclusive license to install and use the
    software on any single computer, provided the Software is in use
    on only one computer at any time. If the Software is permanently
    installed on the hard disk or other storage device of a computer
    (other than a network server) and one person uses that computer
    more than 80% of the time, then that person may also use the
    Software on a portable or home computer.  In the event the
    Software is loaded into a server computer, a separate license must
    be acquired for each user of the server who has access to the
    software, whether or not the server has been programmed or
    otherwise set up to only allow access to one or other limited
    numbers of users at a time. The license granted herein allows the
    Licensee access to enhancements or updates of the Software by the
    Owners for a period of 12 month starting at the Effective Date.  All
    rights not expressly granted herein are reserved by the Owners.
    Licensee shall not distribute or otherwise transfer or allow to be
    transferred, the Software or any Modifications or copies thereof,
    in whole or in part, without prior written permission of the
    Owners.

3) Use of Names

    Users will not use the name of the Virginia Polytechnic Institute
    and State University, Virginia Bioinformatics Institute, Virginia
    Tech Intellectual Properties, Inc., EML Research, and COPASI nor
    any adaptation thereof in any publicity or advertising, without
    the prior written consent from the Owners in each case.

4) Attribution

    Licensee shall cite the COPASI program when Licensee publishes
    research utilizing or based on the Software.

5) Payment 

    Licensee shall pay to Owners the License Fee, due and payable upon
    execution of this Agreement

6) Delivery

    Owners shall provide Licensee access to the Software by means of
    internet transmission following execution of this Agreement and
    receipt of payment specified herein.

7) Term 

    This Agreement shall remain effective until terminated as set
    forth herein.

8) Termination 

    Licensee may terminate this Agreement at any time upon written
    notice to the Owners. The Owners may terminate this Agreement upon
    notice if Licensee is in material breach of this Agreement and
    fails within thirty (30) days of a written demand for performance
    to cure such breach.  The provisions under which this Agreement
    may be terminated will be in addition to any and all other legal
    remedies which either party may have for the enforcement of any
    and all terms hereof, and do not in any way limit any other legal
    remedy such party may have.  Termination of this Agreement will
    terminate all rights and licenses granted to Licensee relating to
    the Software and Restricted Patent Rights. Licensee shall certify
    in writing to the Owners within ten (10) days after termination
    that the Software and all copies thereof have been destroyed.

9) Disclaimers 

    The Software has been developed as part of research conducted at
    the Virginia Polytechnic Institute and State University and EML
    Research and is provided as a research courtesy. The Software is
    experimental in nature and is available "AS IS", without
    obligation by the Owners to provide Licensee services or support
    except as specified in this Agreement. The entire risk as to the
    quality and performance of the Software is with Licensee.

    THE OWNERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER
    EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTABILITY,
    NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE
    SOFTWARE DISCLOSED OR OTHERWISE PROVIDED TO LICENSEE UNDER THIS
    AGREEMENT.

10) Indemnification

    Licensee shall indemnify and hold harmless the Owners, and their
    officers, Software developers, employees, students and agents,
    against any and all claims, suits, losses, damages, costs, fees
    and expenses resulting from Licensee’s possession and/or use of
    the Software, including but not limited to any damages, losses or
    liabilities whatsoever with respect to death or injury to any
    person and damage to any property. This indemnification clause
    shall survive the termination of this Agreement.

11) General 

    This agreement shall be governed by the laws of the Commonwealth
    of Virginia.  

    No omission or delay of either party hereto in requiring due and
    punctual fulfillment of the obligations of any other party hereto
    shall be deemed to constitute a waiver by such party of its rights
    to require such due and punctual fulfillment, or of any other of
    its remedies hereunder. Amendments to this Agreement must be in
    writing, reference this Agreement, and must be signed by duly
    authorized representatives of the Owners and Licensee.

    If any provision of this Agreement shall be held to be invalid,
    illegal or unenforceable, the validity, legality, and
    enforceability of the remaining provisions will not be in any way
    affected or impaired thereby.

    This Agreement and the rights and benefits conferred upon Licensee
    hereunder may not be assigned or otherwise transferred by Licensee
    without the prior written consent of the Owners.  In the event
    either party hereto is prevented from or delayed in the
    performance of any of its obligations hereunder by reason of acts
    of God, war, strikes, riots, storms, fires or any other cause
    whatsoever beyond the reasonable control of the non-performing
    party, the non-performing party shall be excused from the
    performance of any such obligation to the extent and during the
    period of such prevention or delay.

    This Agreement embodies the entire understanding of the parties
    and supersedes all previous communications, representations, or
    understandings, either oral or written, between the parties
    relating to the subject matter hereof.

END OF TERMS AND CONDITIONS
    Address all correspondence regarding this license to electronic
    mail address: license@copasi.org