CRÈME

END USER LICENSE AGREEMENT

PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS AND AGREE TO BE BOUND AS SET FORTH HEREIN. YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY AND LEGAL CAPACITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK "I REJECT" AT THE BOTTOM OF THIS AGREEMENT.

This End User License Agreement (the "Agreement") by and between VANDERBILT UNIVERSITY ("VU"), a Tennessee non-profit corporation (hereinafter "VU" or "Licensor") and You ("Customer") constitutes a legally binding agreement and governs your and your organization's use of the Software (as defined below).

1. Definitions.

1.1 "Confidential Information" means the object code, documentation and functionality of the Software.

1.2 "Software" means the CRÈME software tool developed by Licensor and the United States government which is a suite of programs designed to model ionizing radiation environments and effects, to compute energy deposition by ionizing radiation in materials, to store information, and to present information to users in various numerical and visual displays.

2. Software License; Restrictions.

2.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer, and Customer hereby accepts, a limited, non-transferable, non-exclusive right and license to use the Software subject to the restrictions set forth in this Agreement and for the term of the Agreement. The Software provided hereunder is proprietary to Licensor and title thereto remains in Licensor, with the exception of those components which are either owned by third-parties or within the public domain. Customer's license to use the software is limited to accessing the software, which will be hosted on Licensor's server, to process calculations. Other than the rights in and to the Software granted to Customer hereunder, Customer acquires no rights in the Software, including patents, copyrights, trademarks and trade secrets, if any, embodied therein. Customer acknowledges and agrees that Licensor claims that the Software contains valuable proprietary information and trade secrets developed or acquired by Licensor. Licensor has not provided Customer with a copy of, and Customer acquires no rights of any kind with respect to, the Software source or object code.

2.2 Restrictions on Use. Customer shall only use the Software for the purpose of computing applicable radiation environments and effects, and assessing energy deposition by ionizing radiation in materials. Customer shall not do or attempt to do any of the following: (i) modify, adapt, merge, decompile, disassemble or reverse engineer the Software or any part thereof (or otherwise attempt to create or divulge any related source code); (ii) create derivative works based on the Software; (iii) make copies of the Software or share or disclose any applicable passwords or access codes to the Software, except as otherwise permitted herein; (iv) sublicense, rent, lease, lend, export or otherwise transfer the Software to any third party or to use in any country where prohibited by applicable law; (v) provide remote processing or service bureau services utilizing the Software; (vi) allow any unauthorized third party to implement, access, or operate the Software; (vii) remove or permit to be removed any labeling required by applicable law or other proprietary, confidential, or copyright notices, markings, or legends; or (viii) reproduce or otherwise extract or use any data from databases contained in, provided with or in any fashion used with the Software for any purpose other than directly in connection with Customer's use of the Software. Customer shall only use the Software in accordance with applicable federal, state and local laws and regulations. Customer agrees and acknowledges that the Software requires the Customer to exercise independent and professional judgment in its use. Customer further agrees that nothing in the Software or anything provided pursuant to this Agreement constitutes or is intended to be professional advice or a substitute for professional knowledge or judgment. Licensor assumes no liability or responsibility for decisions made by Customer and its employees authorized to use the Software. Customer shall defend, indemnify and hold Licensors and their respective officers, trustees, faculty, staff, employees, students, agents and their respective successors or assigns harmless from and against all claims, liabilities and expenses (including reasonable attorneys' fees) related to any claims against Licensor and its successors or assigns with respect to the matters set forth in this Section 2.2. This indemnification obligation shall survive the termination or expiration of this Agreement.

3. Limited Support; Updates. If support is provided at all it is as indicated under the Help menus within the CRÈME-MC software application, the CRÈME-MC web site, or any other contact point as may be designated by Licensor from time to time in Licensor's sole discretion. Licensor assumes no obligation to provide support to Customer or maintenance of the Software. Licensor reserves the right to develop new versions of the Software and to make the new versions available to Customer on Licensor's server under different terms and conditions. Limited Support does not include responding to Customer if, in Licensor's reasonable opinion, Customer fails to provide sufficient information, as reasonably requested by Licensor, to enable Licensor to identify, reproduce and analyze the reported problem; Licensor reserves the right to charge fees for any such support.

4. No Warranty; Disclaimers; Limitations of Liability.

4.1 No Warranty. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND.

4.2 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SUPPORT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER LICENSOR KNOWS OR HAD REASON TO KNOW OF CUSTOMER'S PARTICULAR NEEDS. NO EMPLOYEE, AGENT, DEALER OR DISTRIBUTOR OF LICENSOR IS AUTHORIZED TO MODIFY THE LIMITED WARRANTY, OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME COUNTRIES AND STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY OR STATE TO STATE.

4.3 Limitation of Liability. Licensor's entire liability and Customer's exclusive remedy for a breach of this Agreement shall be termination of this Agreement. Licensor shall have no liability for consequential, exemplary, indirect, special or incidental damages whether based on contract, tort or any other legal theory, arising out of or related to this Agreement or the inability to use the Software or Limited Support, nor shall Licensor be liable for any loss of data or lost profits of Customer, even if Licensor is apprised of the likelihood of such damages occurring. Customer acknowledges and agrees that this allocation of risks between the parties reflects a fair exchange when the Software is licensed under these terms for no fees. Modification of such allocation would affect the terms of the license and fees charged by Licensor, and in consideration of Licensor not charging License Fees, Customer agrees to such allocation of risks. SOME COUNTRIES OR STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

4.4 Hold Harmless. Customer agrees to defend, indemnify, and hold Licensor harmless from any loss, liability, damages, or claims, including attorneys' fees, that may arise from or relate to Customer's use of the Software, or the data resulting therefrom.

4.5 Loss of Data. In the event Customer's data is stored on Licensor's server or elsewhere during or after the use of the Software, then Customer assumes all risks related to the loss or corruption of such data. Licensor expressly makes no warranty concerning the accuracy, security or privacy of Customer's data at any time.

5. Confidentiality. Customer may only use the Confidential Information solely for the purposes of using the Software. Customer shall not disclose the Confidential Information except to those persons having a need to know for purposes authorized in this Section 5. Customer shall take appropriate action, by instruction to or agreement with its employees, agents and subcontractors, to maintain the confidentiality of the Confidential Information. Customer shall promptly notify Licensor in the event that the Customer learns of an unauthorized release or use of Confidential Information. The parties acknowledge that monetary remedies may be inadequate to protect rights in Confidential Information and that, in addition to legal remedies otherwise available, injunctive relief is an appropriate judicial remedy to protect such rights. Customer shall provide reasonable assistance and cooperation upon the reasonable request of Licensor in connection with any litigation against third parties to protect the Confidential Information, provided that in such event Licensor shall reimburse the Customer for its reasonable out-of-pocket expenses.

6. Assignment. Customer shall not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Licensor. Licensor may assign its rights or obligations hereunder without the consent of or notice to Customer. This Agreement shall inure to the benefit of and bind successors and permitted assigns of Licensor and Customer.

7. Term; Termination; Survival.

7.1 Term; Termination. The Software shall remain available subject to Licensor's sole discretion. Customer's license to use the Software will automatically terminate if Customer fails to comply with any term or condition of this Agreement (whether or not such failure or the specific term or condition is material).

7.2 Obligations upon Termination. Upon termination of this Agreement, the license granted to Customer shall immediately terminate and Customer shall: (i) promptly cease all use of the Software and all documentation associated therewith; (ii) comply with its obligations set forth in this Agreement. Termination of this Agreement shall not limit either party from pursuing other remedies available to it (to the extent such other remedies are not expressly limited hereunder), including injunctive relief.

7.3 Survival. Sections 4.2, 4.3, 4.4, 4.5, 7.3 and 8 and any provision of this Agreement related to confidentiality or which by its terms provides for survival shall survive the expiration or termination of this Agreement.

8. General Provisions.

8.1 Notices. All notices required or permitted relating to a claim or breach of this Agreement shall be in writing and sent to: (i) if to the Customer: the address provided by Customer when accessing the Software and (ii) if to Licensor: c/o Director, OTTED, Vanderbilt University, 1207 17^th Avenue South, Suite 105, Nashville, Tennessee 37212 (USA) (Attn: CRÈME). Either party may substitute their address from time to time by written notice to the other and shall be deemed validly given upon receipt of such notice given by certified mail, postage prepaid, or personal or courier delivery. All Limited Support or other notices relating to the usage of the Software will be provided by Licensors via either telephone or e-mail.

8.2. Governing Law; Severability. This Agreement and performance hereunder shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby submits to the exclusive jurisdiction of the courts of Davidson County, Tennessee, for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. All agreements, clauses and covenants contained herein are severable, and in the event any of them shall be held to be unconstitutional, invalid, illegal, or unenforceable, the remainder of this Agreement shall be interpreted as if such unconstitutional, invalid, illegal or unenforceable agreements, clauses or covenants were not contained herein.

8.3. Integration; Waiver; Modification. The parties hereto acknowledge and agree that they have read this Agreement in its entirety and understand and agree to be bound by all of its terms and conditions, and further agree that this Agreement and any exhibits or schedules hereto constitute a complete and exclusive statement of the understanding between the parties with respect to the subject matter hereof, which supersede any and all other communications between the parties, whether written or oral. Any prior agreements, promises, negotiations or representations related to the subject matter hereof not expressly set forth in this Agreement, or any exhibits or schedules hereto, are of no force and effect. The failure by either party to exercise any right provided hereunder shall not be deemed a waiver of such right. This Agreement may be amended, modified or supplemented only by a writing signed by the parties to this Agreement. Such amendments, modifications or supplements shall be deemed as much a part of this Agreement as if so incorporated herein.

8.4. Independent Contractor. Nothing contained in this Agreement shall be construed to create a joint venture or partnership between the Customer and Licensors.

8.5. Force Majeure. Neither party hereto shall be liable for any failure or delay in performance of its obligations hereunder by reason of any event or circumstance beyond its reasonable control, including without limitation, acts of God, war, terrorism, riot, strike, labor disturbance, fire, explosion, flood, or shortage or failure of suppliers.

8.6 Export Restrictions. Customer shall comply with all export laws and restrictions and regulations of the United States, and shall not export or re-export the Software in violation of any such restrictions, laws or regulations, or without all necessary approvals. This software was exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Neither the Software nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Cuba, Iran, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Denied Persons List, or the U.S. Commerce Department's Entity List. Customer agrees to the foregoing and represents and warrants that it complies with these conditions.

8.7 U.S. Government End-Users. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End-Users acquire the Software with only those rights set forth herein.

8.8 Licensee Outside the U.S. If Customer is located outside the U.S., then the provisions of this Section 8.8 shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui s'y rattache, soient rediges en langue anglaise. (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); and (ii) Customer is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Software, and Customer represents that it has complied with any applicable laws and regulations or registration procedures required by applicable law to make this Agreement enforceable.