U.S.A. Academic Organisation-Federal Law User Agreement CAMBRIDGE CRYSTALLOGRAPHIC DATA CENTRE LICENSE OF ACCESS TO THE CAMBRIDGE STRUCTURAL DATABASE An agreement made between the Cambridge Crystallographic Data Centre ("CCDC") University Chemical Laboratory Cambridge, U.K. and PITTSBURGH SUPERCOMPUTING CENTER (the "Organisation") Dated the 17th day of January, 1992 1. Subject to the restrictions detailed below, the CCDC hereby agrees to the Organisation obtaining access to, and making use of the material detailed in Part 1 of the Schedule of this Agreement from the Medical Foundation of Buffalo ("the National Affiliated Centre") upon the terms of this User Agreement. 2. At all times under this Agreement the copyright in and all other property rights and interests in the Cambridge Structural Database (CSD) and the associated CSD Software which jointly comprise the CSD System shall be and will remain with the CCDC. Modifications may be made by the Organisation to the CSD or to the CSD System on condition that: a. Copyright in the modifications will vest in the CCDC which shall be entitled to obtain on its own behalf any available patent or similar protection and the Organisation shall execute any documents and do any acts necessary to vest such rights etc. in the CCDC. b. The CCDC must be notified in writing, with full particulars (including explanations, manuals codes, etc.), of any modifications within three months of such modifications being effected. The Organisation shall take every reasonable precaution not to do or omit to do anything which prejudices the proprietary rights of the CCDC in the CSD or the CSD System. 3. This User Agreement shall cease forthwith upon the termination of expiry of CCDC's Agreement with the National Affiliated Centre for the provision of inter alia the said material for any reason. 4. The Organisation is hereby permitted to use the CSD and/or the CSD System subject to the following conditions, which the Organisation hereby agrees to be bound by, namely: 4.1 This permission is personal to the Organisation who may not assign or sub-lease the same. 4.2 Access to the CSD and CSD System shall be limited to the staff of the Organisation and visiting academic workers only at the location specified in Part II and use of the CSD and the CSD System shall be limited to the computers specified in Part II of the Schedule of this Agreement. 4.3 The CSD and the CSD System shall not be used in conjunction with any consulting or joint project with any non academic Organisation without prior written permission of the CCDC. Academic Organisations are defined as not-for-profit, or charitable Organisations, supported by private, charitable or Government funding, whose staff may freely publish the results of scientific research through the normal academic channels. 4.4 The CSD and CSD System (including downloaded data, manuals, results and printed products) shall be used exclusively for the purpose of scientific teaching and research, which may include research such as, for example, into drug development or drug modifications capable of commercial exploitation. The results of such research may be published through the normal academic channels, subject to the inclusion of a proper acknowledgement to the CDCC (see Part III of the Schedule to this Agreement). 4.5 The Organisation shall take every reasonable precaution to ensure that data held in the CSD or information derived or obtained from, or by the use of, the CSD or the CSD System is not (whether separately or in combination with other material) distributed or otherwise exploited (except through the product of scientific research as aforesaid) on a commercial or for-profit basis whether in printed, photographic, computer-readable or other form, without prior written permission from the CDCC. This restriction applies in particular, but not exclusively, to data compilations, educational aids, fragment libraries and software systems. 4.6 The Organisation may develop, for its own use, software systems based on the CSD or the-CSD System or subfiles derived thereof. External distribution of such systems requires prior written permission of the CCDC. 5. The Organisation shall not copy (including indirectly) the CSD or CSD System or the documentation supplied in whole or in part or in any form whatsoever, whether machine readable or not, except for the purpose of generating backup copies. 6. The Organisation shall take every reasonable precaution to ensure that all persons permitted by the Organisation to have access to the CSD or CSD System shall comply with the conditions of the User Agreement and shall take every reasonable precaution to ensure that paragraphs 2, 4 and 5 are adhered to. The provisions of paragraphs 2, 4, 5 and this paragraph 6 shall continue in force even after the termination of this User Agreement. 7. The CDCC reserves the right to introduce major changes in the file and/or record structures and will give six months notice of such change. 8. The CDCC shall have the right at any time to terminate this User Agreement by notice in writing forthwith in the event that the Organisation should neglect or fail to observe any of its obligations under this User Agreement. Notification shall be by certified mail, return receipt requested. A thirty day period following notification, prior to termination, will be provided to allow the Organisation to fulfil its obligations as defined in this agreement. 9. In the event that this User Agreement is terminated, or is not renewed, the Organisation shall return to the MFB, or provide reasonable evidence to the CCDC of the destruction of, the CSD and/or CSD System supplied under this User Agreement, and any backup copies, and shall delete every part of the CSD and the CSD System from the Organisation's storage facilities. 10. Neither the CCDC nor any of its servants or agents shall be under any liability whatsoever (including without prejudice to generality of the foregoing any liability in contract or in tort or for consequential damage or loss of any kind) for any defect or error in, failure of, or unsuitability for any purpose of the CSD or CSD System or any part thereof or any extraneous material introduced therein and the Organisation accepts that there are no representations, warranties, conditions or liabilities expressed or implied herewith in relation to the supply of the CSD or the CSD System in the CCDC its servants or agents PROVIDED ALWAYS that nothing contained in this Licence shall or shall purport to exclude or limit liability where such exclusion or limitation is prohibited, void or unenforceable under English Law. 11. In the event that the CCDC is unable to continue to maintain the CSD System the copyright of the Database will be passed to the International Union of Crystallography. 12. This User Agreement shall be governed and interpreted in accordance with English Law as an English contract and English Courts shall have jurisdiction in respect of it. But, if use, in the United States, of the CCDC Database and Software, is arranged domestically under a federal purchase order, the US Federal Law, and the disputes resolution procedure of that purchase order, shall govern rather than English Law and courts. 13. The Organisation warrants that it is an Academic Organisation as defined in this Agreement, and agrees to accept the Licence to use the CSD and/or CSD System on the terms set out in this Agreement. Signed for the CCDC Signed for the Organisation Date Date