Table of Contents

CELLDEK® SOFTWARE LICENSE

CellDEK Software License - US

THIS AGREEMENT shall be binding on installation of the Software and is by and between

LOGICUBE, INC.

(“Licensor”) and the End User (“You”).

1. Grant of License. So long as You shall be in compliance with the terms hereof, You shall have a limited, perpetual, non-exclusive and nontransferable license (“License”) to use the Software solely in the course of lawfully operating the device with which the Software is integrated, and for no other purpose. You are also granted a license to use the Microsoft and related software contained within the PC embedded in the CellDEK device and by using such software You agree to be bound by the terms of the End User License agreement, a copy of which is provided to You with the device. Additional copies of the End User License are also available from Logicube.

2. Title. No title or ownership in the Software is transferred to You. Title to all applicable rights in patents, copyrights, trademarks and trade secrets in the Software shall remain in

Licensor. Software licensed hereunder is property of Licensor, and You shall be bound by and observe such nature thereof as herein provided. You shall take appropriate action by instruction to and agreement with its employees, agents, consultants or any other end users who are permitted access to the Software to fulfill its obligations hereunder. Without limiting the foregoing, You shall ensure that any end user license agreement provided with the

Software is brought to the reasonable attention of all such end users. You shall not provide, or otherwise make available, the Software or copies thereof to any third party. All ownership rights to any developments or improvements to the Software made by You shall belong solely to Licensor.

3. Copying.

(a) You shall be entitled to make one copy the Software for back-up and archival purposes.

You shall include in each such copy the Licens or’s copyright notice(s) and trademark(s).

(b) In no event shall You be entitled to remove or tamper with any such proprietary notices contained in the Software.

(c) Software shall not be reverse compiled, disassembled, reverse assembled, or otherwise reverse engineered. All rights in or to the Software not expressly granted to You under

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CELLDEK® SOFTWARE LICENSE this Agreement are retained by Licensor.

4. Warranty.

(a) Subsection 4(b) hereof provides Licensor’s twelve month limited warranty for the Software.

(b) Licensor warrants that for a period of twelve (12) months from installation of the Software, the Software will perform in accordance with the Software documentation. In the event the

Software does not perform in accordance with such documentation, then during such twelve month period, Licensor shall at its option: (i) correct any variance between the Software performance and its documentation; or (ii) replace the Software media. The foregoing shall be Your sole and exclusive remedy with respect to the Software or otherwise hereunder.

EXCEPT AS WARRANTED BY THE PRECEDING THREE SENTENCES, THE SOFTWARE

IS LICENSED AS IS, AND NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR

STATUTORY, WHETHER IN RELATION TO MERCHANTABILITY, HIDDEN DEFECTS,

FITNESS FOR PARTICULAR PURPOSE, COURSE OF PERFORMANCE, COURSE OF

DEALING, USAGE OF TRADE, NONINFRINGEMENT, THAT THE SOFTWARE’S

OPERATION SHALL BE ERROR FREE OR UNINTERRUPTED, OR OTHERWISE IS GIVEN

BY LICENSOR TO YOU OR ANY OTHER PARTY. LICENSOR SHALL NOT UNDER ANY

CIRCUMSTANCES BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, DIRECT,

INDIRECT, SPECIAL, ORDINARY, EXEMPLARY, CONSEQUENTIAL OR OTHERWISE

(INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF REVENUE, PROFIT OR

USE OR COST OF CAPITAL OR OF SUBSTITUTE USE OF PERFORMANCE), ARISING

OUT OF OR RELATED IN ANY WAY TO THE TRANSACTIONS CONTEMPLATED

HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER

NO

CIRCUMSTANCES SHALL LICENSOR’S TOTAL LIABILITY OF ALL KINDS ARISING

OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ANY

WARRANTY OR SUPPORT-RELATED CLAIMS HEREUNDER), REGARDLESS OF

WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, STRICT LIABILITY, TORT

OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE DEVICE WITH

WHICH THE SOFTWARE IS PROVIDED (DETERMINED AS OF THE DATE OF ANY FINAL

JUDGMENT IN SUCH ACTION).

(c) This limited warranty shall be valid and remain in effect only if: (i) the Software is used

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CELLDEK® SOFTWARE LICENSE and maintained by You as directed by all applicable documentation; (ii) You promptly notify Licensor in writing of the claim and is able to reproduce it; (iv) the Software has not in any way been modified and You have not installed any other hardware or software affecting the Software; (v) the claim is unrelated to the failure by You to follow the most current instructions issued by Licensor or its authorized reseller; (vi) the claim is unrelated to the negligence, accident or act of You or any third party; (vii) You provide reasonable access to the Software; (viii) there has been no operation of the Software under conditions more severe than those for which the Software was designed; (ix) the claim is unrelated to force majeure; (x) the claim is unrelated to operator error or to any software, firmware, peripheral or communication device; and (xi) where authorized Licensor updates are provided to You, the Software incorporates all such updates within ninety (90) days of each update being provided or otherwise made available. In the event it is determined that any warranty claim reported by You falls within any of the foregoing exceptions, You shall pay for services at then current rates and charges.

(d) Nothing herein shall obligate Licensor or its authorized reseller to improve or otherwise support any Software licensed hereunder. Without prejudice to the foregoing, all support, enhancements, modifications and upgrades delivered to You, if any, shall be subject to the same protections, restrictions, limited warranty, and limitations on copying and tampering as set forth elsewhere herein.

5. Component Items. In the event that Licensor or its authorized reseller shall deliver to

You any individual components apart from the Software specifically licensed hereunder,

You shall not use or attempt to use any such component outside or independent of the parameter of this License, and each such component shall be subject to the same rules and restrictions binding on You to which the Software is subject, whether under this

Agreement or otherwise.

6. Breach. In the event that either party hereto should breach any of the material terms and conditions of this Agreement, the aggrieved party shall notify the other party. The offending party shall thereafter have 30 days to correct the identified deficiency. In the event such deficiency is not rectified to the satisfaction of the aggrieved party, then the aggrieved party shall be entitled to declare this Agreement null, void and of no further force and effect, and all

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CELLDEK® SOFTWARE LICENSE rights hereunder, including the License granted hereunder, shall be cancelled. In the event of the expiration or termination hereof for any reason (a) You shall continue to observe the limitations and restrictions set forth in Sections 3(b) and (c), 4, 5-7 and 11 hereof, and (b) immediately return or destroy the Software and all copies thereof as directed by Licensor or its authorized reseller and, if requested by Licensor or its authorized reseller, certify in writing as to the destruction or return of the Software and all copies thereof.

7. Confidentiality. You acknowledge and understand that the Software involves highly confidential and trade secret information that belongs to Licensor (“Confidential Information”).

The Confidential Information shall be maintained in absolute confidence by You, not be used other than for the purposes hereof and not be disclosed by You, except as may be permitted under this Agreement, to anyone, without the prior written permission of Licensor.

All Confidential Information coming into Your possession shall be marked by

You as such.

8. Use. (a) You shall be solely responsible for the design, repair and configuration of

Your equipment, machinery, systems and/or products, except where specified in another agreement between the parties hereto. You assume all rights and liability for results obtained by the use or implementation of the Software, whether such results are used singly or in combination with other software or products. You agree that Licensor shall have no liability to You or to any third party for any ordinary, special, indirect, consequential or other damages or losses that might arise directly or indirectly by reason of Your use of the Software. You shall be responsible for use of all hardware, including but not limited to operating procedures, audit controls, accuracy and security of input and output data, restart and recovery routines and other procedures necessary for Your intended use of hardware.

You shall maintain back-up data necessary to replace Your critical data in the event of loss of or damage to such data from any cause. Regardless of the cause of loss of Your data, Licensor shall not in any way be liable therefor.

(b) In Your use of the Software You shall comply with all present and future statutes, laws, ordinances, regulations and/or guidelines of any applicable jurisdiction or agency. You shall ensure that its personnel are, at all times, educated and trained in the proper use and operation of the Software and that the Software is used in accordance with any and all

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CELLDEK® SOFTWARE LICENSE applicable manuals, documentation, and instructions. You shall indemnify and hold

Licensor harmless from and against all claims, damages, losses, judgments, fees, expenses and costs, including attorneys’ fees, arising out of or resulting from Your acts, negligence or failure to comply with this or any other provision of this Agreement.

9. Delay in Performance. Neither party shall be liable for failure or delay in the performance of any of its obligations under this Agreement, except obligations for the payment of money, if such delay or failure is caused by circumstances of force majeure that are beyond the control of the party affected. Notwithstanding the foregoing, in the event that any delay or failure identified in this Section 9 continues for sixty (60) consecutive days, the party adversely affected by such delay may cancel this Agreement and the License granted hereunder upon written notice to the other party.

10. Term. This Agreement, unless terminated pursuant to other applicable provisions hereof, shall commence on the date the Software is purchased and shall be perpetual, unless terminated in accordance with this Agreement.

11. Miscellaneous.

(a) This Agreement shall be governed by and interpreted in accordance with the substantive

(and not conflicts) laws of California. Other than for collection and equitable actions against

You, to the extent legal actions are commenced by or name Licensor, each party hereto:

(i) submits to the exclusive general jurisdiction of the State and Federal Courts in the State of Ohio, and any appellate courts from any decision thereof, in any legal action or proceeding relating to this Agreement; (ii) consents that any such action or proceeding may be brought in such courts; and (iii) waives any objection that he, she or it may have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. Any action arising hereunder or related in any way hereto against Licensor shall be brought within one

(1) year after the occurrence giving rise to the claim or be barred forever. If any provision or portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions or portions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. IT IS EXPRESSLY

UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS

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CELLDEK® SOFTWARE LICENSE

AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF

WARRANTIES OR EXCLUSION OF DAMAGES, IS INTENDED BY THE PARTIES TO BE

SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED

AS SUCH. You hereby waive any governmental immunity, if applicable, to any and all causes of action arising hereunder or related hereto. All notices required to be given hereunder shall be in writing. Notices shall be considered delivered and effective upon receipt when sent by registered or certified mail, postage pre-paid, return receipt requested, addressed to the parties as set forth above or by telecopy with proof of transmission. Either party, upon written notice to the other, many change the address to which future notices shall be sent.(b) It is expressly declared that this Agreement and the relationship between the parties hereby established do not constitute a partnership, joint venture or agency arrangement between them.

All amounts payable hereunder are exclusive of all freight, insurance and all federal, state,

local, municipal or other excise, sales, use, property or similar taxes, duties, import charges and fees, now in force or enacted in the future, and all such amounts shall be paid by You, unless You provides a certificate of exemption or similar document exempting a payment from an applicable tax.

(c) If You attempt to use, copy, disclose, or transfer any portion of the Software or any modification thereof or Confidential Information in a manner contrary to the terms of this

Agreement or in derogation of Licensor’s rights, whether those rights are explicitly stated, determined by law, or otherwise, Licensor shall have the right, in addition to any other legal remedies available, to injunctive relief enjoining such acts without the posting of bond, it being acknowledged by You that all other remedies are inadequate.

(d) This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes and terminates any and all correspondence, proposals, RFPs,

Your purchase order, terms or agreements or contracts, written or oral, entered into between the parties relating to the subject matter hereof, and any representation, promise, or condition in connection herewith not in writing shall not be binding upon either party. Neither the title of this Agreement nor the Section headings shall have any bearing whatsoever on any interpretation hereof. None of the provisions of this Agreement shall be deemed to have

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