MIRAIBIO WEB SITE TERMS OF USE AND LEGAL RESTRICTIONS

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEB SITE.

Use of Site. MiraiBio("MBI") a division of Hitachi Software Engineering America, Ltd. authorizes you to view and download the materials at this Web site ("Site") only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of these materials on any other Web site or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.

MiraiBio Order, Purchase and Sale Terms & Conditions

ALL ORDERS FOR MIRAIBIO("MBI") A DIVISION OF HITACHI SOFTWARE ENGINEERING AMERICA, LTD. PRODUCTS ("Products") ARE ACCEPTED BY MBI AND PURCHASED BY AND SOLD TO BUYER SUBJECT TO THE FOLLOWING:

1. Exclusive Terms and Conditions. The terms and conditions herein shall be the exclusive terms and conditions governing the ordering, purchase and sale of all Products between MBI and Buyer, and no other terms and conditions shall be of any force or effect as respects any such transaction unless Buyer and MBI enter into a separately negotiated sales or distribution contract so providing. Although the parties may use Buyer's purchase orders and other commercial forms for convenience of order processing, such forms shall be used to request scheduling, order quantities, and delivery addresses only, and no legal provisions of any such forms shall apply. BUYER UNDERSTANDS AND AGREES THAT MBI HEREBY REJECTS ANY AND ALL TERMS AND CONDITIONS OF BUYER'S PURCHASE ORDER OR OTHER COMMERCIAL PAPER INCONSISTENT WITH OR IN ADDITION TO THE TERMS HEREOF.

2. Pricing
   (a) Prices shall be as shown on MBI's applicable price lists in effect at the time the order is accepted by MBI or as MBI and Buyer may otherwise agree in writing.

   (b) In the event that Buyer receives a quantity discount and subsequently does not accept delivery and pay for the agreed-upon quantity of Products in accordance with the provisions of this Contract, a billback will be calculated separately for each type of unit based on the number of such units ordered and received by Buyer. Accordingly, Buyer will be charged and will pay MBI, within thirty (30) days after receipt of MBI's invoice, an amount which represents the difference in unit prices as set forth in MBI's price list (i.e., the price per unit normally charged by MBI for the number of units actually received by Buyer less the unit price originally invoiced to Buyer) multiplied by the number of units received by Buyer.

   (c) This Contract is based on present freight rates and is subject to all present and future tariffs, import and export duties, border taxes and similar import surcharges and taxes which shall be solely at the cost and risk of Buyer. If any such rates or charges are included in the unit price of the Contract (whether or not shown as separate charges) and are increased pending delivery, Buyer shall pay such increased rates or charges in addition to the unit price in the Contract. Notwithstanding any other provision in this Contract, in the event that special or additional duties, including antidumping duties, are imposed on Products to be purchased by Buyer, Buyer shall pay such increased rates or charges in addition to the unit price in the Contract.

3. Taxes. Prices do not include any taxes, now or hereafter applicable, which apply or may apply to the Products sold or to this transaction. Taxes will be added by MBI to the sales price where MBI is required by law to collect same, and will be paid by Buyer unless Buyer provides MBI with a proper tax exemption certificate in form and substance satisfactory to MBI.

4. Credit. This order is given and accepted subject to the limit of Buyer's credit, determined at any time by MBI, affecting the whole or any unfilled portion of this Contract, whether or not it involves an extension of credit by MBI. MBI, in its sole discretion, may, at any time, limit, modify or cancel the credit of Buyer both as to time and amount, and may demand payment in cash before shipment or delivery of the whole or any part of the Products without affecting the obligation of the Buyer to complete the Contract. Failure of the Buyer to make any such payment after demand by MBI may, at the option of MBI, be deemed a breach of the entire Contract.

5. Delivery and Shipping.
   (a) Unless otherwise provided herein, shipments of Products within the United States shall be delivered F.O.B. MBI's warehouse, and title and liability for loss or damage thereto shall pass to Buyer upon MBI's tender of delivery of the Products to a carrier for shipment to Buyer, and any loss or damage thereafter shall not relieve Buyer from any obligation hereunder. MBI shall package Products for shipping in its customary manner.

   (b) Delivery may be made in installments. A default in any payment by Buyer after delivery or offer of delivery of any installment may, at the option of MBI, be deemed a default as to the entire Contract. The date of the bill of lading or any receipt issued by the carrier, or the date of the delivery order shall be conclusive proof of the date of such shipment or delivery to Buyer. Buyer shall take delivery promptly and Buyer shall pay any demurrage accrued by reason of Buyer's delay or default, or repay same to MBI promptly after demand if MBI has paid same.

   (c) Default or delay by MBI in shipping or delivering the whole or any part or installment of the Products under this Contract shall not affect any other portion thereof nor shall it affect any other Contract between Buyer and MBI. Any delivery or shipment of the whole or any part or installment made within thirty (30) business days before or after the date(s) specified therefor shall constitute timely delivery or shipment.

   (d) Delivery dates given by MBI for orders placed by Buyer shall be considered MBI's best estimates only. To cancel a purchase order for delay in delivery, Buyer must first give MBI written notice thereof and MBI shall have until the end of five (5) full business days after such notice is actually received by MBI in which to deliver, after (but not before) which such order may be canceled if Buyer so requests.

6. Import/Export Regulations.
   (a) Neither party shall commit any act or request the other party to commit any act which would violate either the letter or spirit of the export control laws or regulations of the United States, or other export control laws, rules or regulations, as applicable, and neither party shall fail to take any action reasonably within its capacity to assure compliance with such laws, rules or regulations.

   (b) Buyer represents and warrants that it shall not, directly or indirectly, export, reexport or transship Products, technology or Software ("the Commodities") in violation of any applicable U.S. export control laws and regulations or any other applicable export control laws promulgated and administered by the government of any country having jurisdiction over the parties or the transaction(s) contemplated herein.

   (c) MBI shall have the right to refuse to accept Buyer orders for the Commodities, or to refuse to deliver the Commodities to fulfill any previously accepted Buyer order, if MBI determines, in good faith, that such proposed sale or other disposition of the Commodities poses an unreasonable risk of a violation of any applicable export control law or regulation.

   (d) In the event MBI refuses to deliver the Commodities to fulfill previously accepted Buyer orders as set forth in the paragraph immediately preceding, or the necessary export or reexport authorizations are not obtained within a reasonable period of time, MBI, at its option, may cancel the order or Contract, without penalty.

7. Inspection and Acceptance. Buyer shall have a period of thirty (30) days after the date of delivery in which to review, inspect and test the Product. If Buyer does not give MBI written notice of a defect or non-conformity before expiration of that period, then Buyer will be deemed to have accepted the Product. Product rightfully rejected will, at MBI's option, be credited or replaced. Buyer will reimburse MBI for shipment expenses, labor, and testing costs for any Product rejected improperly.

8. Product Warranty. MBI's end-user warranty to the Buyer with respect to all Products is as set forth in the limited warranty statement accompanying each such Product at the time of shipment. Third party peripherals are covered by the third party manufacturer's warranty only. THE AFOREMENTIONED WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, EXCEPT FOR THE ADDITIONAL WARRANTY SET FORTH IN SECTION 10(a) BELOW.

9. Licenses and Proprietary Rights. Buyer understands and agrees that Buyer shall be bound by License Agreement terms and conditions for specific Products as set forth in the applicable Product inserts accompanying each such Product at the time of shipment. In the absence of any such inserts, Buyer hereby agrees that all Proprietary Rights in the Products shall remain at all times with MBI, where "Proprietary Rights" includes without limitation all patent rights, patent applications, copyrights, trademarks, service marks, trade secrets, goodwill, and any other confidential or proprietary information in connection with MBI and/or the Products. Buyer agrees that it shall not reverse engineer, decompile or disassemble any Products. Buyer also agrees to leave intact all Proprietary Rights notices on all Products.

10. Patent Indemnification.
    (a) MBI warrants that the Products furnished hereunder shall be delivered free of rightful claims of any third party of direct infringement of a U.S. patent ("Claims"), subject to the below provisions.

    (b) MBI agrees to defend and indemnify Buyer against Claims, provided that such defense and indemnity obligations extend only to actual damages for direct infringement of a U.S. patent awarded against Buyer in a suit or proceeding, subject to the following terms and conditions:
    

    1. MBI's obligations shall arise only if Buyer gives MBI prompt notice of the Claims; grants MBI, in writing, exclusive control over the defense and settlement of the Claims; and provides reasonable information and assistance to MBI, at MBI's expense, in the defense of the Claims;
       
    2. MBI's obligations will cover only the Product as delivered by MBI to Buyer, and not to any modification or addition made by Buyer or third parties;
       
    3. MBI's obligations will not cover: (i) any claim based on the furnishing of any information, service or technical support to Buyer; or (ii) any claim of infringement of any third party's rights arising from use of any Product in combination with other products if such infringement would be avoided by the use of the Product alone; or (iii) any claim based on any Product of Buyer's design or formula; or (iv) any claim that the use of the Product infringes any third party's process patent rights; or (v) any claim of infringement of any third party's rights in respect to circuitry patents, where it is the policy of such third party to offer patent license agreements separately to integrated circuit users.
       
    4. If an infringement claim is asserted, or if MBI believes one likely, MBI will have the right, but not the obligation, in its sole discretion: (i) to procure for Buyer the right to use the Product for the use set forth in the Product specifications; or (ii) to modify the Product to avoid such rightful Claim of infringement; or (iii) to accept the Product returned and reimburse Buyer for the purchase price thereof less a reasonable charge for wear and tear.
       
    (c) The sale of any Product hereunder does not convey any license by implication, estoppel, or otherwise, covering combinations of any Product hereunder with other devices or elements.

    (d) Buyer shall indemnify and hold MBI and its supplier(s) harmless against any expense or liability from claims of patent infringement of any patents related to Products arising from: (i) MBI's compliance with specifications or instructions furnished by Buyer; (ii) use of any Products in connection with a manufacturing or other process; or (iii) use of any Products in combination with products not supplied by MBI.

    (e) THE FOREGOING STATES MBI'S EXCLUSIVE OBLIGATION REGARDING CLAIMS OF PROPRIETARY RIGHTS INFRINGEMENT OF ANY KIND, AND IS IN LIEU OF ALL OTHER INDEMNITIES OR WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION THEREWITH. IN NO EVENT SHALL MBI'S TOTAL LIABILITY TO ANY PARTY EXCEED THE PURCHASE PRICE OF THE ALLEGEDLY INFRINGING PRODUCT.

11. Use Restrictions. Buyer acknowledges and understands that the Products are not authorized for use in or with devices or systems or any other applications that pose a significant risk of personal injury ("Restricted Uses"). Buyer represents and warrants that it shall not engage in any Restricted Uses of the Products and agrees to defend, indemnify and hold MBI harmless from any claims based on any such Restricted Uses of the Products.

12. Contingencies. This Contract is subject to all contingencies beyond the reasonable control of MBI and/or its suppliers (whether or not in the contemplation of any of the parties). In any such event, MBI shall have the right, at its election and without any liability to Buyer, to (a) cancel or modify all or any portion of this Contract; or (b) perform the Contract as so restricted or modified to the extent determined by MBI in its sole and absolute discretion; or (c) perform the Contract within a reasonable time after the causes for nonperformance or delay have terminated.

13. Cancellation. Buyer shall not have the right to cancel or reschedule all or any portion or installment of the Products without the written consent of MBI.

14. Buyer's Default. Buyer must make payments when due under this Contract regardless of any claim by Buyer. If Buyer fails to make any payment(s) when due, MBI, at its option, may, as to this Contract and any other contracts as may then exist between Buyer and MBI, cancel any or all of any part of this or any other contract between Buyer and MBI until Buyer's default is cured and/or MBI may cancel any undelivered portions thereof and/or demand immediate payment of all outstanding bills of Buyer. MBI shall not be limited to its rights and remedies against Buyer to those set forth in this Contract, but shall have all of such other rights and remedies as may be available to it under law or otherwise.

15. LIMITATIONS ON LIABILITY. MBI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTIES OR INDEMNITIES, NEGLIGENCE, STRICT LIABILITY, OR MISREPRESENTATION. NO ACTION MAY BE BROUGHT AT ANY TIME MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION AROSE, EXCEPT THAT AN ACTION MAY BE BROUGHT WITH RESPECT TO PAYMENT AT ANY TIME WITHIN THE APPLICABLE STATUTE OF LIMITATIONS.

16. Entire Agreement; No Waiver; Modification; Governing Law. This Contract represents the entire agreement between MBI and Buyer and supersedes all prior or contemporaneous negotiations or agreements, whether written or oral, between the parties regarding the Products. No waiver shall be implied from the conduct or failure of any party to enforce its rights. Except as provided in Section 12 above, this Contract may only be modified through a written document signed by both Parties. This Contract shall be governed by California law without regard to California's conflict of laws provisions.