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*IMMUNIX OS SOFTWARE
END USER LICENSE AGREEMENT*

This End User License Agreement ("EULA") is a legal agreement between
you (either an individual or a single entity) and Immunix, Inc.
("Immunix") or a manufacturer authorized by Immunix ("Manufacturer") of
the computer system or computer system component ("Hardware") with which
you acquired the Immunix software product(s) ("Software Products"). The
Software Products include computer software, and may include associated
media, printed materials, and "online" or electronic documentation
proprietary to Immunix. Additional software provided along with the
Software Products may be licensed under a separate end-user license
agreement included in the individual data file packages and is licensed
to you under the terms of that license agreement ("Third Party
Products"). By installing, copying, downloading, accessing or otherwise
using the Software Products, you agree to be bound by the terms of this
EULA (this "Agreement") and the licensing terms for Third Party
Products. If you do not agree to the terms of this Agreement, Immunix
and Manufacturer are unwilling to license the Software Products to you.
In such event, you may not use or copy the Software Products, and you
should promptly contact Immunix or Manufacturer for instructions on
return of the unused Software Product(s) for a refund.

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This Agreement governs the licensing and/or sale of products from
Immunix and Manufacturer to End User. End User agree as follows:

 

1. DEFINITIONS.

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1.1 "Designated Equipment" means either (a) the Hardware equipment
provided to End User in which Licensed Products is embedded or (2) the
equipment with which End User intends to use a standalone version of the
Licensed Products.

1.2 "Documentation" means materials such as users' manuals in any format
related to the Software.

1.3 "Licensed Products" means software and documentation that is
proprietary to Immunix provided to you under this Agreement.

1.4 "Proprietary Information" means: (a) software processes, (b)
marketing, business, or other strategies or plans, and (c) any other
trade secrets marked appropriately or identified as "proprietary or
confidential" to Immunix or its licensors. Proprietary Information
includes the internal design and implementation techniques of the
Licensed Products and the source code of the Licensed Software. Excluded
is any information that the receiving party can establish was (1) in the
public domain, (2) already in its possession or rightfully known prior
to receipt, (3) rightfully learned from a third party not in violation
of any other's proprietary rights, or (4) independently developed.

1.5 "Licensed Software" means any computer program proprietary to
Immunix or its licensors in machine readable form furnished to End User
under this Agreement including any related update or upgrade such as
enhancements or modifications.

1.7 "Use" means storing, loading, installing, executing, or displaying
any portion of the Licensed Products by End User on any hardware device,
including but not limited to, the Designated Equipment.

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2. SCOPE OF LICENSE GRANTED.

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2.1 The license granted to End User by Immunix shall be a non-exclusive,
non-transferable license to use Licensed Software on the Designated
Equipment in machine-readable form only, solely for End User's internal
business purposes (Authorized Use). End User is not entitled to receipt
or use of the source code to any Licensed Software. End User shall not
modify, decompile, disassemble or otherwise reverse engineer the
Licensed Products.

2.2 The terms of this Agreement apply to all software of Immunix or its
licensors whether obtained by End User directly from Immunix, from
Manufacturer, or indirectly from a third party.

2.3 Immunix or Manufacturer may, at their option, provide End User with
evaluation or demonstration licenses under this Agreement on an as-is
basis for a time period specified by Immunix only for the purpose of
determining whether to acquire a long-term license to the products.

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3. PERMISSION TO COPY.

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3.1 End User may copy Licensed Products only as reasonably necessary to
support the Authorized Use.

3.2 End User shall maintain, reproduce and include in all copies of
Licensed Products all intellectual property notices and legends included
in Licensed Products as received from Immunix or Manufacturer and shall
affix to the copy and the container housing the medium all notices and
legends affixed to the medium or container as received from Immunix or
Manufacturer .

3.3 The original and all copies of Licensed Products whether provided by
Immunix, Manufacturer, or made by End User, shall be and remain the
property of Immunix.

3.4 End User shall maintain a record of the number and location of all
copies made of Licensed Products including Licensed Products that has
been merged with other software and make such record available to
Immunix or Manufacturer upon request.

3.5 End User shall completely erase the Licensed Products from the
storage media of any Designated Equipment prior to disposing of or
retiring such equipment from active use or upon termination of this
Agreement. End User must return or destroy all other copies upon
termination.

3.6 Immunix or Manufacturer may, at its option, grant End User written
permission to reproduce certain Documentation.

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4. PAYMENT, TRANSFERS, SUPPORT.

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4.1 Unless otherwise agreed in writing, prices for Software Products
will be as set forth in Immunix's price list. Prices and license fees do
not include freight, insurance, sales tax, customs duties or other
similar charges. Any such charges or taxes will be added to the price or
separately invoiced to End User unless End User provides Immunix or
Manufacturer with a certificate of exemption from the applicable taxing
authority.

4.2 Any reproduction, reverse-engineering, electronic transfer, or other
use of the Licensed Products on other than the Designated Equipment at
the Designated Site will be a material breach of this Agreement.

4.4 The license granted under this Agreement does not include technical
support. End User may obtain support for Licensed Software from Immunix
or Manufacturer at the support fees, terms, and conditions currently in
effect.

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5. INTELLECTUAL PROPERTY.

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The license set forth in this Agreement does not transfer to End User
any ownership of Immunix's, Manufacturer's, or their respective
licensors' copyrights, patents, trademarks, service marks or trade
secrets or other intellectual property rights and End User shall have no
right to commence any legal actions to obtain such rights.

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6. PROPRIETARY INFORMATION.

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6.1 Confidentiality. Proprietary Information shall remain confidential
and proprietary to Immunix and its licensors. The provisions of this
Section 6 shall survive termination of this Agreement.

6.2 Protection of Confidentiality. End User shall not disclose, provide
or otherwise make available the Proprietary Information of Immunix or
its licensors to any person other than authorized employees or
contractors under confidentiality agreement or use the Proprietary
Information for other than the Authorized Use without Immunix's prior
written consent. End User shall take at least reasonable steps to
protect the Proprietary Information and shall protect it, through
instructions to its employees, access limitations, and the like, no less
securely than if it were End User's own intellectual property. No media
containing the Licensed Software, or any Documentation shall be
transferred, reproduced or used in any way other than as provided by
this Agreement.

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7. LIMITED WARRANTY.

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7.1 Immunix and Manufacturer warrant that Licensed Software will conform
substantially to the applicable Documentation for a period of thirty
(30) days from delivery to End User. During this period, for all
reproducible nonconformities, Immunix and Manufacturer will use
commercially reasonable efforts to remedy the nonconformities. For all
defects reported to Immunix within the warranty period, the liability of
Immunix is limited to providing End User with one copy of corrections of
each Licensed Software product, and, if End User has technical support,
to respond to End User's software problem reports according to Immunix's
standard support practices. Neither Immunix nor Manufacturer warrant
that the products will meet End User's requirements or that use of the
products will be uninterrupted or error free, or that remedial efforts
will correct any nonconformance.

7.2 EXCEPT AS PROVIDED IN THIS SECTION 7, IMMUNIX AND MANUFACTURER MAKE
NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH
RESPECT TO LICENSED PRODUCTS, AND SPECIFICALLY MAKES NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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8. PATENT & COPYRIGHT INDEMNITY.

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8.1 Immunix shall defend or settle at its option and expense any action
brought against End User alleging that any Licensed Software product
furnished by Immunix under this Agreement infringes a United States
patent or copyright and Immunix will pay any costs, damages and
attorney's fees finally awarded against End User that are attributable
to such claim, provided the End User (a) notifies Immunix promptly in
writing of the action, (b) provides Immunix all reasonable information
and assistance to settle or defend the action and (c) grants Immunix
sole authority and control of the defense or settlement of the action.

8.2 If any Licensed Product becomes, or Immunix's opinion is likely to
become, the subject of a claim of infringement, or a final injunction is
issued against End User's use of any Licensed Software product, Immunix
may at its option and expense either (a) replace or modify the product
so that it becomes non-infringing or otherwise lawful or (b) procure for
End User the right to continue using the product. If neither of the
foregoing alternatives is reasonably available, Immunix will accept the
return of the Licensed Software product and will refund to End User the
purchase price paid hereunder.

8.3 Immunix shall have no liability if the alleged infringement is based
upon (a) the combination of Licensed Software with any software product
not furnished by Immunix to End User, (b) the modification of Licensed
Software other than by Immunix, (c) the use of Licensed Software as part
of any infringing process, or (d) the use of other than a current
unaltered release of Licensed Software. This Section 8 states Immunix's
and Manufacturer's entire liability and the sole and exclusive remedy of
End User with respect to any alleged patent or copyright infringement by
any product.

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9. LIMITATION OF LIABILITY.

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EXCEPT AS PROVIDED IN SECTION 8, NEITHER IMMUNIX NOR MANUFACTURER SHALL
BE LIABLE FOR ANY CLAIMS AGAINST END USER BY ANY OTHER PARTY NOR SHALL
IMMUNIX'S OR MANUFACTURER'S LIABILITY FOR DAMAGES, IF ANY, WHETHER BASED
UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY
OTHER BASIS, EXCEED THE PRICE OR FEE PAID BY END USER FOR THE PRODUCT.
NEITHER IMMUNIX NOR MANUFACTURER SHALL BE LIABLE FOR LOSS OF PROFITS,
LOSS OF DATA, INTERRUPTION OF SERVICE, OR FOR ANY OTHER SPECIAL,
CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF IMMUNIX AND
MANUFACTURER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. END
USER MAY NOT BRING ANY ACTION UNDER THIS AGREEMENT FOR ANY CAUSE
WHATSOEVER MORE THAN TWO (2) YEARS AFTER THE OCCURRENCE GIVING RISE TO
SUCH CAUSE OF ACTION.

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10. GOVERNMENT TERMS.

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The restrictions in this Section 10 apply if End User is an agency of
the U.S. Government or if Licensed Software is licensed for use in the
performance of a U.S. Government prime contract or subcontract. End User
agrees that Licensed Software is delivered as "Commercial Computer
Software" as defined in DFARS 252.227-7013 if used by or in the
performance of a contract with the Department of Defense (DoD) or
"restricted computer software as defined in FAR 52.227-19 if used by, or
in the performance of a contract with a non-DoD U.S. Government agency.
End User agrees that the Licensed Software has been developed entirely
at private expense, all applicable contracts or subcontracts will
contain provisions necessary to assure the adequate protection of the
Licensed Software and the Licensed Software is adequately marked when
the Restricted Rights Legend below is affixed to the Licensed Software:

Use, duplication, or disclosure by the U.S. Government is subject to the
restrictions as set forth in the U.S. Federal Acquisition Regulations
(FAR) 52.227-14(g), or 52.227-19 or in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS
52.227-7013, whichever is applicable.

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11. TERMINATION.

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Either party may terminate this Agreement or any license granted under
this Agreement at any time upon written notice if the other party fails
to comply with any material term or condition. Upon termination of any
license, End User shall return to Immunix or Manufacturer Licensed
Products covered by this Agreement, including any copies made of
Licensed Products, and shall furnish to Immunix or Manufacturer a
certificate of compliance with this provision signed by an officer or
authorized representative of End User. Termination shall not relieve End
User of any surviving obligations under this Agreement.

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12. GENERAL PROVISIONS.

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12.1 _Entire Agreement; Amendment._ This document contains the entire
agreement between the parties relating to the subject matter contained
herein and supersedes all prior or contemporaneous agreements, written
or oral, between the parties. This Agreement may not be modified except
by written document signed by an authorized representative of each party.

12.2 _Export._ End User warrants that it will not export, either
directly or indirectly, any Licensed Products without first obtaining
all necessary approvals from the U.S. Department of Commerce or any
other required agency or department of the United States Government.

12.3 _Notice._ All notices required or authorized under this Agreement
shall be given in writing and shall refer to this Agreement by number.
All notices shall be effective upon delivery if delivered in person or
upon mailing if mailed at a U.S. Post Office, first class mail, postage
prepaid, addressed or delivered to either party at the address listed on
page one of this Agreement, or at such other address that either party
provides by advance written notice to the other party.

12.4 _Waiver._ If either party fails to perform any of its obligations
under this Agreement and the other party fails to enforce the relevant
provisions, such failure to enforce shall not prevent its later
enforcement.

12.5 _Assignment._ Immunix may assign any of its duties with respect to
installation, warranty or maintenance service to third parties. No such
assignment shall relieve Immunix of its obligations under this
Agreement. This Agreement and the rights under it may not be
sublicensed, assigned or otherwise transferred by End User without the
prior written consent of Immunix.

12.6 _Severability._ Should any clause or section of this Agreement be
determined to be invalid or unenforceable, that provision shall be
interpreted so as to most closely reflect the original intent of the
parties in an enforceable manner and the remainder of the Agreement will
remain in full force and effect.

12.7 _Controlling Law._ This Agreement shall be governed by the laws of
the State of Oregon, United States of America, excluding choice of law
provisions.

12.8 _Attorneys Fees._ In the event an action is brought to enforce the
terms and conditions of this Agreement, the prevailing party shall be
entitled to reasonable attorney fees, both at trial and on appeal.

