Perkinelmer Software License Agreement - PerkinElmer LabChip GX User Manual

Table of Contents

This Software contains computer programs and other proprietary material and information, the use of which is subject to and expressly

conditioned upon acceptance of this License Agreement (the "Agreement"). This Agreement is a legally binding agreement between you

(meaning the individual person or the entity that the individual represents that has obtained the Software for its internal productive use and not

for outright resale) (the "Licensee") and PerkinElmer (which means (i) PerkinElmer Health Sciences, Inc., if the Licensee is located in the

United States; (ii) the local PerkinElmer, Inc. sales subsidiary, if the Licensee is located outside the United States and in a country in which

PerkinElmer, Inc. has a local sales subsidiary; and/or (iii) PerkinElmer Cellular Technologies Germany GmbH, if the Licensee is located

outside the United States and in a country in which PerkinElmer, Inc. does not have a local sales subsidiary), with offices at 940 Winter Street,

Waltham, Massachusetts 02451. Unless PerkinElmer agrees otherwise in writing, this Agreement governs Licensee's use of the Software,

except to the extent all or any portion of the Software is governed by a third party licensor's terms and conditions.

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, OR BY OPENING THE SOFTWARE PACKAGE OR ISSUING A

PURCHASE ORDER FOR A LICENSE TO USE THE SOFTWARE, AS THE CASE MAY BE, YOU ARE (I) REPRESENTING TO

PERKINELMER THAT YOU ARE AUTHORIZED TO BIND THE LICENSEE; (II) AGREEING ON BEHALF OF THE LICENSEE THAT THE

TERMS OF THIS AGREEMENT SHALL GOVERN THE RELATIONSHIP OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER IN

THIS AGREEMENT AND ARE WAIVING ANY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO ANY CLAIM

ANYWHERE IN THE WORLD CONCERNING THE ENFORCEABILITY OR VALIDITY OF THIS AGREEMENT; AND (III) AGREEING THAT

THE SOFTWARE IS ACCEPTED AS DELIVERED. IF YOU DO NOT HAVE AUTHORITY TO AGREE TO OR DO NOT ACCEPT THE TERMS

OF THIS AGREEMENT ON BEHALF OF THE LICENSEE, PERKINELMER WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO THE

LICENSEE AND YOU MUST IMMEDIATELY RETURN THE UNOPENED SOFTWARE PACKAGE WITHIN FORTY-EIGHT (48) HOURS OF

RECEIPT FOR A REFUND, CEASE ANY FURTHER ATTEMPT TO INSTALL, DOWNLOAD OR USE THIS SOFTWARE FOR ANY PURPOSE,

AND REMOVE ANY PARTIAL OR FULL COPIES MADE FROM THIS SOFTWARE.

THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE.

Definitions:

"Affiliates" means, with respect to a party to this Agreement, any Person that controls, is controlled by, or is under common control

with that party. For the purpose of this definition, "control" shall mean, direct or indirect, ownership of fifty percent (50%) or more of

the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the

equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement

whereby the entity or person controls or has the right to control the board of directors or equivalent governing body of a corporation

or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity.

"Documentation" means user manuals, technical manuals and any other materials provided by PerkinElmer, in printed, electronic or

other form, that describe the installation, operation, use or technical specifications of the Software.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority,

unincorporated organization, trust, association or other entity.

"Software" means the software program(s) associated with the LabChip GX and/or LabChip GX II products for which Licensee is

obtaining a license, as may be set forth in any purchase order, and also includes any associated hardware. Software also includes

any updates and/or purchased upgrades to the Software that Licensee may receive and/or purchase from time to time under a

separate services or support contract.

"Third Party" means any Person other than PerkinElmer and Licensee.

License Grant and Scope. Subject to and conditioned upon Licensee's payment of any fees due for the license granted hereunder and

Licensee's strict compliance with all terms and conditions set forth in this Agreement, PerkinElmer hereby grants to Licensee a non-

exclusive, non-transferable, non-sublicensable, limited license during the Term to use, the Software, solely as set forth in this Section 2

and subject to all conditions and limitations set forth in Section 3 or elsewhere in this Agreement. This license grants Licensee the right to:

download, copy, and install, in accordance with the Documentation, the Software on a single computer owned or leased, and

controlled by, Licensee. In addition to the foregoing, Licensee has the right to make one (1) copy of the Software solely for archival

and backup purposes; provided that Licensee shall not, and shall not allow any Person to, install or use any such copy other than if

and for so long as the copy installed in accordance with the preceding sentence is inoperable and, provided, further, that Licensee

uninstalls and otherwise deletes such inoperable copy. All copies of the Software made by the Licensee: (i) will be the exclusive

property of PerkinElmer; (ii) will be subject to the terms and conditions of this Agreement; and (iii) must include all trademark,

use and run the Software, in executable code only, as properly installed in accordance with this Agreement and the Documentation;

and

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