Johnson & Johnson Pharmaceutical Research & Development, a division of Janssen Pharmaceutica NV - Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") SETS FORTH THE TERMS ON WHICH JANSSEN PHARMACEUTICA NV, A COMPANY HAVING ITS PRINCIPLE PLACE OF BUSINESS AT 30 TURNHOUTSEWEG, 2340 BEERSE, BELGIUM (hereinafter referred to as "JANSSEN") GRANTS TO YOU A LICENSE AS SET FORTH HEREIN TO USE THE SOFTWARE. READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE SUBMITTING THE SUBSCRIPTION FORM TO JANSSEN. BY SUBMITTING THE SUBSCRIPTION FORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, SELECT THE "DECLINE" (OR EQUIVALENT) BUTTON AT THE END OF THIS AGREEMENT.
1. Definitions.
  1. "Subscription form" means the collective set of applicable documents authorized by Janssen evidencing your obligation to pay associated fees (if any) for the license, associated Services, and the authorized scope of use of Software under this Agreement.
  2. "Licensed Unit" means the unit of measure by which your use of Software is authorized in this Agreement. and identified in the Subscription form.
  3. "Permitted Use" means the licensed Software use(s) authorized in this Agreement as provided in Section 3.
  4. "Software" means the Vlaaivis software described in your Subscription form.
  5. "You" and "Your" means the individual or legal entity specified in the Subscription form.
2. Proprietary Rights.
The Software is subject to the protection of the copyright laws of Belgium and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works. The Software incorporates proprietary and confidential information and techniques that are subject to legal protection as trade secrets. Janssen is the sole owner of all proprietary rights in the Software. You are granted only those rights expressly conferred by this Agreement and all other rights are expressly reserved by Janssen.
3. License.
Janssen grants to You a limited, non-exclusive, non-transferable, non-sublicensable license to:
  1. Permitted Uses:
    1. Research and Instructional Use. You may use Software internally to design, develop and test, and also to provide instruction on such uses.
    2. Individual Use. You may use Software internally for personal, individual use.
    3. Commercial Use. You may use Software internally for your own commercial purposes, including incorporation of Software's functionality into Your commercial products (but not by providing the Software alone or through remote access).
    4. Service Provider Use. You may make Software functionality accessible (but not by providing the Software itself or through outsourcing services) to your clients in an extranet deployment as part of a commercial service that You offer, but not to your affiliated companies or to government agencies.
  2. copy the Software as reasonably necessary solely to support any of the above Permitted Uses, but Janssen's copyright and other proprietary notices must be included in any copy.
4. Restrictions.
  1. You may not:
    1. use the Software for any purpose other than as expressly provided in this Agreement;
    2. distribute the Software (except as necessary for the exercise of the license described above) by transfer, lease, loan or any other means, or make it available for use by others in any way other than the Permitted Uses described above;
    3. disassemble or reverse compile the Software, or otherwise attempt to discover the confidential information or techniques incorporated in the Software, or disclose or use any confidential information of Janssen in any manner other than as expressly authorized in this Agreement;
    4. You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Janssen; or
    5. modify, translate, adapt or create derivative works from the Software.
  2. The terms and conditions of this Agreement will apply to any Software updates, provided to You at Janssen's discretion, that replace and/ or supplement the original Software, unless such update contains a separate license.
  3. Software Activation: Activation of the Software may require You to transmit license-related data at the time of installation, registration, use, or update to a Janssen-operated license server for validating the authenticity of the license-related data, in order to protect Janssen against unlicensed or illegal use of the Software and to improve customer service. Activation is based on the exchange of license related data between your computer and the Janssen license server. You agree that Janssen may use these measures and you agree to follow any applicable requirements.
  4. No right, title or interest in or to any trademark, service mark, logo or trade name of Janssen or its licensors is granted under this Agreement.
5. Term and Termination.
This Agreement is effective until terminated. This Agreement and your right to install and use the Software will automatically terminate without notice in the event of any failure to comply with the above restrictions or any other terms of this Agreement. Janssen may also terminate this license upon sixty (60) days prior written notice to You. Upon termination, You shall immediately cease all use and distribution of the Software and destroy all copies of the Software in Your possession and which You made, other than those copies that have already been sold to Your customers as part of Your commercial products under Commercial Use. Except for the rights expressly conferred by this Agreement to You, all provisions of Sections 2, 5, 6, 7,8 and 9 of this Agreement shall survive termination. You will not provide any proprietary or confidential information to Janssen in connection with this Agreement.
6. Limited Warranty.
Janssen provides and You accepts the Software on an "AS IS" basis without warranty of any kind. Janssen does not warrant that the Software will be error-free or that it will satisfy Your requirements. JANSSEN DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.
7. Limitation of Liability.
  1. In no event will Janssen be liable for any damages, including any direct, indirect, incidental, special, or consequential, punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement or arising out of or related to the Software or its use, even if Janssen has been advised, or is otherwise aware, of the possibility of such damages. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
  2. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the limitations or exclusions of Sections 7 and 8 of this Agreement may not apply to You, in such states, the liability of the Janssen shall be limited to the greatest extent permitted by law.
8. Indemnity.
You shall indemnify, defend and hold Janssen harmless against any third party claim, suit or proceeding brought against Janssen so far as it is based on this Agreement or Your use of the Software. You shall pay all costs, including reasonable attorney's fees incurred by, and damages finally awarded against, Janssen, but You shall not be responsible for any settlement made without its consent. You shall not consent to any settlement or compromise with respect to any such claim unless Janssen is released from all liability or the Janssen consents to such settlement or compromise. Janssen shall give You prompt notice as soon as Janssen is aware of any such claim, suit or proceeding and shall cooperate fully and shall have the right, but not the obligation, at Janssen's own expense, to participate in connection with the defense thereof.
9. Miscellaneous
  1. This Agreement sets forth the complete agreement of the parties with respect to the subject matter hereof, and expressly supersedes any prior or contemporaneous representation or agreement. This Agreement may be amended only in writing, signed by the party against whom enforcement of such change is sought.
  2. Any controversy or claim arising out of or relating to this Agreement, or the parties' decision to enter into this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the provisions, then current, of the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in New Brunswick, New Jersey, USA and the arbitrators shall apply the substantive law of New Jersey, USA, without regard to the choice of law provisions thereof, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Except with respect to any breach of the License or Restrictions provisions of this Agreement, the arbitrators shall not award either party punitive, consequential or special damages or attorneys fees and the parties shall be deemed to have waived any right to such damages or fees.
  3. In the event that any provision or portion of any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision or portion of any provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions or portions of any provision of this Agreement or affecting the validity or enforceability of such provision or portion of any provision in any other jurisdiction. Notwithstanding the foregoing, if such provision or portion of any provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions or portions of any provision of this Agreement or affecting the validity or enforceability of such provision or portion of any provision in any other jurisdiction.
  4. You shall not originate any publicity, news release or other public announcement, written or oral, whether relating to this Agreement, the Software, Your products or the existence of any arrangement between the parties, which uses the names of Janssen, its affiliates or its products without the prior written consent of Janssen, except where required by law. If required by law, You shall always consult with Janssen in connection with any publicity, news release or other public announcement a reasonable time prior to its release to allow Janssen to comment thereon, and to prevent its release if so permitted by law. After such release, You shall provide Janssen with a copy thereof.
  5. You shall not assign this Agreement or any of its rights, duties or obligations hereunder, without the prior written consent of Janssen. Janssen shall have the right to assign or transfer this Agreement or any interest herein (including, without limitation, rights and duties of performance) to any affiliated entity.
  6. You agree that you will not import, export or re-export the Software (or any copies thereof).
  7. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement.
  8. In performing their respective obligations under this Agreement, the parties hereto agree to comply with all applicable laws, including, but not limited to, all applicable laws governing fraud and abuse, reimbursement, and privacy.


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