LICENSE AGREEMENT

THIS LICENSE AGREEMENT (referred to hereinafter as “Agreement”) is made and entered into between Biotex Data, Inc., an Illinois corporation, with its principal place of business located at 141 Old Creek Road, Vernon Hills, Illinois 60061 (referred to hereinafter as “Biotex”), and you (referred to hereinafter as “Licensee”)

WHEREAS, Biotex is in the business of licensing databases compiled from public, non-proprietary sources;

WHEREAS, Biotex desires to license the database described below to Licensee on a non-exclusive basis under the terms set forth herein; and

WHEREAS, Licensee desires to license the database described below from Biotex under the terms set forth herein.

NOW THEREFORE, the parties agree as follows:

1. The database that is the subject of this Agreement is Biotex’s Biotex SM^TM database, which is comprised of Biotex’s compilation of public, non-proprietary information. SUCH INFORMATION, AND THE WEBSITE THROUGH WHICH IT IS ACCESSED, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

2. The term of this Agreement shall be for one year from the date this Agreement is entered into.

3. Licensee shall have the non-exclusive right to access Biotex’s Biotex SM^TM database for the term of this Agreement and use the information contained therein. However, without prejudice to any of its other rights, Biotex may terminate this Agreement if Licensee fails to comply with any of the terms and conditions of this Agreement.

4. Licensee shall have no right, however, to use Biotex’s name, product names, trademarks, logos, artwork, or the like for any purpose whatsoever without the express written consent of Biotex.

5. By entering into this Agreement, Licensee authorizes payment to Biotex of fees for the highest level of such right of access to Biotex’s Biotex SM^TM database during the term of this Agreement, based on Biotex’s current Fee Schedule, which Licensee acknowledges having had the opportunity to access and/or having accessed. For purposes of this Agreement, an individual’s laptop computer and desktop computer will be considered one computer. Such fees shall be due and payable upon Licensee’s entering into this Agreement.

6. Any fees not paid by Licensee for access by Licensee during the term of this Agreement shall bear interest at the rate of one and one-half percent (1½ %) per month until paid. In addition, Licensee shall pay any and all fees and costs of collection, including reasonable attorneys’ fees, related to Biotex’s efforts in collecting amounts due from Licensee.

7. Licensee shall not download Biotex’s Biotex SM^TM database, or any part thereof, but may print portions for its own use, but not for resale.

8. Biotex makes no representations as to the availability, accuracy, and/or completeness of the content of Biotex’s Biotex SM^TM database, or the website through which it is accessed by Licensee. Biotex shall not be liable for any damages or injury resulting from Licensee’s access to, or inability to access, Biotex’s Biotex SM^TM database and/or the website through which it is accessed, or from reliance on any information therefrom.

9. Although Biotex may provide links or references to other websites or other information sources as a convenience to Licensee, Biotex makes no representations as to the availability, accuracy, and/or completeness of such other information sources and shall not be liable for any damages or injury resulting from Licensee’s access to, or inability to access, such other information sources and/or the websites through which they are accessed, or from reliance on any information therefrom.

10. Should Licensee respond with information, such as questions, comments, suggestions, or the like regarding the content of Biotex’s Biotex SM^TM database, the website through which it is accessed, or any part thereof, such information will be deemed as non-confidential, and Biotex shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the information to others without limitation, except to take reasonable efforts to protect the identity of the provider of such information. Biotex shall be free to use any ideas, concepts, know-how, and/or techniques contained in such information for any purpose whatsoever.

11. By entering into this Agreement Licensee accepts full responsibility and liability (in Licensee’s individual capacity and in Licensee’s capacity as an agent for any principal benefited by this Agreement) for the performance and nonperformance of this Agreement.

12. Nothing herein contained shall constitute a partnership between, or joint venture by, the parties hereto, or constitute either party an agent or employee of the other.

13. The waiver, amendment, or modification of any provision of this Agreement or of any right, power, or remedy hereunder shall not be effective unless in writing and signed by the party against whom enforcement of such waiver, amendment, or modification is sought. No failure or delay by any party in exercising its respective right, power, or remedy with respect to any of the provisions of this Agreement shall operate as a waiver.

14. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

15. Neither party shall assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.

16. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois applicable to contracts entered into and performed entirely therein. The parties agree that jurisdiction and venue in regard to any claim or suit arising out of this agreement shall be in the appropriate state or federal court located in Lake and/or Cook County, Illinois. The parties hereby submit to the exclusive jurisdiction of such courts without requiring formal service of process.

17. Licensee acknowledges that Biotex may not have an adequate remedy at law in the event of any breach or threatened breach of this Agreement by Licensee and that Biotex or its customers or suppliers may suffer irreparable injury as a result. In the event of any such breach or threatened breach, Licensee hereby acknowledges that the granting of injunctive relief may be appropriate.

18. If any legal action or any other proceeding is brought for the interpretation or enforcement of this Agreement because of any alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the prevailing party shall be entitled to recover from the other party the prevailing party’s reasonable attorneys’ fees and costs incurred in such proceeding, together with any other relief to which the prevailing party may be entitled. However, Licensee’s total aggregate damages, recovery, and relief shall be limited to the amount of total fees paid to Biotex by Licensee under the terms of the Agreement.

19. This Agreement supercedes any other agreements between the parties, represents the entire Agreement between the parties, and may not be modified, except by a writing signed by both of the parties.

20. In the event any provision of this Agreement or the application of such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

21. The provisions of Paragraphs 1, 4, and 6 through and including this Paragraph 21 shall survive the termination of this Agreement.

If you accept and agree to be bound by all of the above terms and conditions, and are willing to enter into this Agreement, indicate below.

If you DO NOT accept and agree to be bound by all of the above terms and conditions, and are NOT willing to enter into this Agreement, indicate below:



	LICENSE AGREEMENT THIS LICENSE AGREEMENT (referred to hereinafter as “Agreement”) is made and entered into between Biotex Data, Inc., an Illinois corporation, with its principal place of business located at 141 Old Creek Road, Vernon Hills, Illinois 60061 (referred to hereinafter as “Biotex”), and you (referred to hereinafter as “Licensee”) WHEREAS, Biotex is in the business of licensing databases compiled from public, non-proprietary sources; WHEREAS, Biotex desires to license the database described below to Licensee on a non-exclusive basis under the terms set forth herein; and WHEREAS, Licensee desires to license the database described below from Biotex under the terms set forth herein. NOW THEREFORE, the parties agree as follows: 1. The database that is the subject of this Agreement is Biotex’s Biotex SM^TM database, which is comprised of Biotex’s compilation of public, non-proprietary information. SUCH INFORMATION, AND THE WEBSITE THROUGH WHICH IT IS ACCESSED, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. 2. The term of this Agreement shall be for one year from the date this Agreement is entered into. 3. Licensee shall have the non-exclusive right to access Biotex’s Biotex SM^TM database for the term of this Agreement and use the information contained therein. However, without prejudice to any of its other rights, Biotex may terminate this Agreement if Licensee fails to comply with any of the terms and conditions of this Agreement. 4. Licensee shall have no right, however, to use Biotex’s name, product names, trademarks, logos, artwork, or the like for any purpose whatsoever without the express written consent of Biotex. 5. By entering into this Agreement, Licensee authorizes payment to Biotex of fees for the highest level of such right of access to Biotex’s Biotex SM^TM database during the term of this Agreement, based on Biotex’s current Fee Schedule, which Licensee acknowledges having had the opportunity to access and/or having accessed. For purposes of this Agreement, an individual’s laptop computer and desktop computer will be considered one computer. Such fees shall be due and payable upon Licensee’s entering into this Agreement. 6. Any fees not paid by Licensee for access by Licensee during the term of this Agreement shall bear interest at the rate of one and one-half percent (1½ %) per month until paid. In addition, Licensee shall pay any and all fees and costs of collection, including reasonable attorneys’ fees, related to Biotex’s efforts in collecting amounts due from Licensee. 7. Licensee shall not download Biotex’s Biotex SM^TM database, or any part thereof, but may print portions for its own use, but not for resale. 8. Biotex makes no representations as to the availability, accuracy, and/or completeness of the content of Biotex’s Biotex SM^TM database, or the website through which it is accessed by Licensee. Biotex shall not be liable for any damages or injury resulting from Licensee’s access to, or inability to access, Biotex’s Biotex SM^TM database and/or the website through which it is accessed, or from reliance on any information therefrom. 9. Although Biotex may provide links or references to other websites or other information sources as a convenience to Licensee, Biotex makes no representations as to the availability, accuracy, and/or completeness of such other information sources and shall not be liable for any damages or injury resulting from Licensee’s access to, or inability to access, such other information sources and/or the websites through which they are accessed, or from reliance on any information therefrom. 10. Should Licensee respond with information, such as questions, comments, suggestions, or the like regarding the content of Biotex’s Biotex SM^TM database, the website through which it is accessed, or any part thereof, such information will be deemed as non-confidential, and Biotex shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the information to others without limitation, except to take reasonable efforts to protect the identity of the provider of such information. Biotex shall be free to use any ideas, concepts, know-how, and/or techniques contained in such information for any purpose whatsoever. 11. By entering into this Agreement Licensee accepts full responsibility and liability (in Licensee’s individual capacity and in Licensee’s capacity as an agent for any principal benefited by this Agreement) for the performance and nonperformance of this Agreement. 12. Nothing herein contained shall constitute a partnership between, or joint venture by, the parties hereto, or constitute either party an agent or employee of the other. 13. The waiver, amendment, or modification of any provision of this Agreement or of any right, power, or remedy hereunder shall not be effective unless in writing and signed by the party against whom enforcement of such waiver, amendment, or modification is sought. No failure or delay by any party in exercising its respective right, power, or remedy with respect to any of the provisions of this Agreement shall operate as a waiver. 14. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 15. Neither party shall assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. 16. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois applicable to contracts entered into and performed entirely therein. The parties agree that jurisdiction and venue in regard to any claim or suit arising out of this agreement shall be in the appropriate state or federal court located in Lake and/or Cook County, Illinois. The parties hereby submit to the exclusive jurisdiction of such courts without requiring formal service of process. 17. Licensee acknowledges that Biotex may not have an adequate remedy at law in the event of any breach or threatened breach of this Agreement by Licensee and that Biotex or its customers or suppliers may suffer irreparable injury as a result. In the event of any such breach or threatened breach, Licensee hereby acknowledges that the granting of injunctive relief may be appropriate. 18. If any legal action or any other proceeding is brought for the interpretation or enforcement of this Agreement because of any alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the prevailing party shall be entitled to recover from the other party the prevailing party’s reasonable attorneys’ fees and costs incurred in such proceeding, together with any other relief to which the prevailing party may be entitled. However, Licensee’s total aggregate damages, recovery, and relief shall be limited to the amount of total fees paid to Biotex by Licensee under the terms of the Agreement. 19. This Agreement supercedes any other agreements between the parties, represents the entire Agreement between the parties, and may not be modified, except by a writing signed by both of the parties. 20. In the event any provision of this Agreement or the application of such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. 21. The provisions of Paragraphs 1, 4, and 6 through and including this Paragraph 21 shall survive the termination of this Agreement. If you accept and agree to be bound by all of the above terms and conditions, and are willing to enter into this Agreement, indicate below. If you DO NOT accept and agree to be bound by all of the above terms and conditions, and are NOT willing to enter into this Agreement, indicate below:
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