YOU MUST READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLING THIS PRODUCT (THE SOFTWARE INCLUDED IN THIS PACKAGE AND ANY INFORMATION OR DATABASES ACCESSED VIA THE SOFTWARE, THE "PRODUCT") TO YOUR DEVICE OR HANDHELD DEVICE (THE "HANDHELD ELECTRONIC UNIT"). INSTALLING THE PRODUCT TO YOUR HANDHELD ELECTRONIC UNIT INDICATES YOUR UNDERSTANDING AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT INSTALL THE PRODUCT, This Agreement is effective as of the date you first access or use the Product and will remain in force until termination pursuant to the terms hereof. You may terminate this Agreement at any time. This Agreement will also terminate immediately if You breach any of the terms or conditions of this Agreement. The provisions of Sections 2, 5, 6, 7, 8, and 9 will survive any termination.

1. LICENSE GRANT. Skyscape.com, Inc. ("Skyscape") grants to You, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable license to install and operate the Product in object code on one ELECTRONIC UNIT. During the term of this Agreement and subject to the terms and conditions of this Agreement, Skyscape grants to you the license to use the Product to access and download to Your ELECTRONIC UNIT portions of Clinical Information content products for which You maintain a current, valid, fully paid subscription (each such content product, a "Title"). Upon termination of any such subscription, (a) Skyscape may terminate Your ability to remotely access such Title, and (b) during the remainder of the term of this Agreement, You may continue to use such portion of such Title pursuant to the terms of this Agreement to the extent and for so long as such portion is downloaded onto and stored on Your ELECTRONIC UNIT. Skyscape reserves all rights not expressly granted to You.

2. LIMITATIONS. Skyscape and its suppliers retain all rights, title and interest in the Product and the documentation and derivatives thereof, and You will not take any action inconsistent with such title and ownership. Except as specifically permitted in this Agreement, You will not directly or indirectly copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify the Product or any Clinical Information. You are not permitted to (a) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Product, (b) use any similar means to discover the source code of the Product or to discover the trade secrets in the Product, (c) otherwise circumvent any technological measure that controls access to the Product, (d) electronically transfer or transmit this Product, and Clinical Information, or the related install files, to another computer, or other device, (e) distribute copies of this Product, any Clinical Information, any Product install files, or the documentation to others, (f) distribute the Clinical Information or any exported files created by one or more components of this Product to other users, or (g) print, modify or translate any of the information contained in or accessed by the Product (including any Clinical Information). You may make only one copy of the install disk(s) solely for back-up purposes.

3. NOTICE. The Product is intended to serve You as a remotely accessible, concise initial reference resource and not as a complete reference resource. The Product does not include information concerning every therapeutic agent, laboratory or diagnostic test or procedure available. The Product is clinically oriented and is intended to be used only by those who are: (a) researchers who will not use the information for medical diagnosis or treatment, or (b) physicians and other competent healthcare professionals who will rely on their own discretion, experience, training, and judgment in medical diagnosis and treatment. The database and information provided via the Product ("Clinical Information") covers commonly used medical reference information and is specially designed to present certain important aspects of clinical information in a more concise format than is generally found in medical literature or product material supplied by manufacturers.

BECAUSE CLINICAL INFORMATION IS CONSTANTLY EVOLVING DUE TO ONGOING RESEARCH AND CLINICAL EXPERIENCE, AND BECAUSE CLINICAL INFORMATION IS OFTEN SUBJECT TO INTERPRETATION AND SUBJECTIVE APPLICATION, SKYSCAPE (AND ALL AUTHORS, EDITORS, REVIEWERS, CONTRIBUTORS, PUBLISHERS, AND LICENSORS OF THE CLINICAL INFORMATION) (A) IS NOT RESPONSIBLE FOR THE CONTINUED CURRENCY OR COMPLETENESS OR ACCURACY OF THE CLINICAL INFORMATION OR FOR ANY ERRORS, OMISSIONS, OR THE APPLICATION OF THE CLINICAL INFORMATION, OR FOR ANY CONSEQUENCES ARISING THEREFROM; AND (B) MAKE NO REPRESENTATIONS OR WARRANTIES AS TO IF OR HOW QUICKLY ANY CHANGES OR UPDATES TO THE CLINICAL INFORMATION WILL BE EFFECTED. BECAUSE OF THE DYNAMIC NATURE OF CLINICAL INFORMATION, YOU ARE CAUTIONED THAT ALL DECISIONS MUST BE BASED ON THE INDEPENDENT DISCRETION, EXPERIENCE, AND JUDGMENT OF THE CLINICIAN, CHANGING INFORMATION ABOUT A DRUG (E.G., AS REFLECTED IN THE LITERATURE AND MANUFACTURER'S MOST CURRENT PRODUCT INFORMATION), AND CHANGING MEDICAL PRACTICES. SKYSCAPE IS NOT RESPONSIBLE FOR ANY INACCURACY OF QUOTATION OR FOR ANY FALSE OR MISLEADING IMPLICATION THAT MAY ARISE DUE TO THE TEXT OF FORMULAS AS USED OR DUE TO THE QUOTATION OF REVISIONS NO LONGER OFFICIAL. YOU ARE ADVISED TO CAREFULLY CONSULT THE INSTRUCTION AND INFORMATION MATERIALS INCLUDED WITH THE PACKAGING OF EACH DRUG OR THERAPEUTIC AGENT BEFORE ADMINISTRATION. In addition, in view of ongoing research, changes in government regulations, and the constant flow of information relating to drug therapy and drug reactions, You must check the package insert for each drug for any change in indications and dosage and for added warnings and precautions. Some drugs and medical devices presented in the Product have Food and Drug Administration ("FDA") clearance for limited use in restricted research settings. It is Your responsibility to ascertain the FDA status of each drug or device planned for use in your clinical or research practice.

4. NETWORK ACCESS. You must have network access available on Your ELECTRONIC UNIT for the Product to operate properly and to access Clinical Information. You are responsible for obtaining such network access at Your own cost and expense. Skyscape will not be liable or responsible for any failure or interruption of such network access. Other charges may apply.

5. DISCLAIMER. ANY USE BY YOU OF THE PRODUCT AND CLINICAL INFORMATION IS AT YOUR OWN RISK. THE PRODUCT AND CLINICAL INFORMATION IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SKYSCAPE (AND ITS SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIMS, ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, INTEGRATION, NON-INTERRUPTION, VALIDITY, EXCLUSIVITY, NON-INTERFERENCE WITH ENJOYMENT, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1 OR, IF APPLICABLE, THE SUPPORT POLICY AND THE SUPPORT AGREEMENT, NO OTHER WARRANTIES HAVE BEEN MADE TO YOU BY OR ON BEHALF OF SKYSCAPE (OR ITS SUPPLIERS OR LICENSORS) OR OTHERWISE FORM THE BASIS FOR THE BARGAIN BETWEEN THE PARTIES. SKYSCAPE IS NOT OBLIGATED TO PROVIDE UPDATES TO THE PRODUCT OR CLINICAL INFORMATION. Skyscape does not guarantee 100% uptime or complete accessibility of any database or Clinical Information. Errors or interruption in service or operation may occur, and Skyscape (and its licensors and suppliers) disclaims all liability arising there from.

6. USE OF PRODUCT. You will defend, indemnify and hold harmless Skyscape and its affiliates, directors, officers, employees, shareholders, representatives, agents, servants, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to Your use of the Product or any Clinical Information.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL SKYSCAPE OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT OR ANY CLINICAL INFORMATION. SKYSCAPE (AND ITS SUPPLIERS) SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCT, THE CLINICAL INFORMATION, OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. TO THE FULL EXTENT PERMITTED BY LAW, SKYSCAPE'S MAXIMUM AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE LICENSE TO THE PRODUCT.

8. GENERAL. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision will be severed from this Agreement and all the other provisions will remain in full force and effect. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its choice of law provisions. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Boston, Massachusetts and both parties hereby consent to such jurisdiction and venue for this purpose.

9. GOVERNMENT USERS. If the Product or any associated documentation is acquired by or on behalf of a unit or agency of the United States Government (any such unit or agency, the Government), the Government agrees that the Product or documentation is "commercial computer software" or "commercial computer software documentation" and that, absent a written agreement to the contrary, the Government's rights with respect to the Product or documentation are, in the case of civilian agency use, Restricted Rights, as defined in FAR §52.227.19, and if for Department of Defense use, limited by the terms of this Agreement, pursuant to DFARS §227.7202. The use of the Product or Documentation by the Government constitutes acknowledgment of Skyscape's proprietary rights in the Product and Documentation. Contractor/manufacturer is Skyscape.com, Inc. Skyscape's address is 100 Locke Drive, Marlborough, MA 01752.

10. ACKNOWLEDGEMENT. You acknowledge that (a) You have read and understand this Agreement, (b) You have had an opportunity to have Your legal counsel review this Agreement, (c) the Agreement has the same force and effect as a signed agreement, and (d) issuance of this Agreement does not constitute general publication of the Product or other Confidential Information. You agree to maintain the printed copy of this Agreement as a written record of this Agreement.

Skyscape
100 Locke Drive
Marlborough, MA 01752
http://www.skyscape.com/