WHEREAS, Carnegie Mellon University ("CMU") owns certain rights in certain technology relating to computer algorithms for protein structure computation (referred to as "SOFTWARE") and in interesting in licensing same to academic non-profit institutions;

WHEREAS, YOU (the term "YOU" refers to any person obtaining access to the SOFTWARE) desire to acquire rights in and to the SOFTWARE upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, YOU and CMU agree as follows:

1. YOU agree that the SOFTWARE shall not be used as the basis of a commercial software or hardware product and that the same shall not be rewritten in another computer language or otherwise adapted to circumvent the need for obtaining a license from CMU for the use of the SOFTWARE other than specified by this Agreement.
   
   
2. YOU shall not use the SOFTWARE for any purpose (research or otherwise) that is supported by a for-profit organization without prior written approval from CMU.
   
   
3. You acknowledge that the title to the SOFTWARE (including copyright) shall remain with CMU and that any copies of the SOFTWARE or portions thereof made by YOU in accordance with the rights granted hereunder shall include a CMU copyright notice thereon. The notice shall be affixed to all copies or portions thereof in such a manner and location as to give reasonable notice of CMU’s claim of copyright and shall be in the following format: "Copyright 2002 Carnegie Mellon University. All rights reserved." or "© 2002 CMU All Rights Reserved." YOU shall at all times hereafter protect the Tools, and all related documentation, if any, from transfer using measures at least as strong as those used by YOU in protecting your own proprietary software.
   
   
4. YOU agree that in addition to the copyright provisions set forth in paragraph 3 of this Agreement, any report or publication of results obtained though the use of the SOFTWARE will include a citation of the following articles:
   
   

   	"Clouds, a protocol for deriving a molecular proton density via NMR" Grishaev A, Llinás M. (2002) Proc. Natl. Acad. Sci. U.S.A. 99, 6707-6712.
   	"Protein structure elucidation from NMR proton densities" Grishaev A, Llinás M (2002) Proc. Natl. Acad. Sci. U.S.A. 99, 6713-6718.

   
   
5. YOU accept the SOFTWARE on an "AS IS" basis. Accordingly, CMU shall not be required to load the SOFTWARE onto YOUR machines, test for proper operation, perform any debugging, make any corrections, provide maintenance, provide any updates, or assist in the understanding or use of the SOFTWARE. The SOFTWARE is a research program, and CMU does not represent that it is free from errors or bugs or suitable for any particular tasks.
   
   
6. CMU claims and reserves to itself all rights and benefits afforded under U.S. copyright law and all international copyright conventions in the SOFTWARE and any pertinent documentation as restricted, unpublished works.
   
   
7. YOU shall devote your best efforts, consistent with the practices and procedures under which YOU protect your own most valuable proprietary information and materials, to protect the SOFTWARE and any pertinent documentation and associated trade secrets against any unauthorized disclosure or unlawful use or copying.
   
   
8. ANY INFORMATION, MATERIALS OR SERVICES FURNISHED BY CMU PURSUANT TO THIS AGREEMENT ARE ON AN "AS IS" BASIS. CMU MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PURPOSE, OR MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM USE OF ANY INTELLECTUAL PROPERTY PROVIDED UNDER THIS AGREEMENT, NOR SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY OR ANY APPLCATIONS THEREOF. CMU DOES NOT MAKE ANY WARRENTY OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT ARISING FROM THE USE OF THE PROGRAM, INFORMATION, INTELLECTUAL PROPERTY, OR OTHER PROPERTY OR RIGHTS GRANTED OR PROVIDED BY IT HEREUNDER. YOU AGREE THAT YOU WILL NOT MAKE ANY WARRENTY ON BEHALF OF CMU, EXPRESSED OR IMPLIED, TO ANY ENTITY CONCERNING THE APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE PROGRAM UNDER THIS AGREEMENT.
   
   
9. In no event shall CMU be liable to YOU for any loss of profits, any incidental, special, exemplary, or consequential damages; or any claims or demands brought against CMU, even if CMU has been advised of the possibility of such damages.
   
   
10. YOU agree to defend, indemnify and hold harmless CMU, its trustees, officers, employees, and agents from all claims or demands made against them (and any related losses, expenses or attorney fees) arising out of or relating to YOUR negligent use or willful misuse of or negligent conduct or willful misconduct regarding the Technology or its derivatives, including, but not limited to, any claims of product liability, personal injury, death, damage to property or violation of any laws or regulations.
    
    
11. YOUR downloading or otherwise obtaining access to SOFTWARE or use of SOFTWARE constitutes acceptance of the above terms and conditions with the intent to be legally bound hereby.