Exhibit
      10.13

    


    


    


    COLLEXIS
      LICENSE AGREEMENT


    


    The
      undersigned:

     

    Collexis,
      Inc., a company duly incorporated under the US laws and having its office at
      Five Concourse Parkway, Suite 3000, Atlanta GA 30328, hereinafter referred
      to as
“Collexis”, represented by Mr. Bill Kirkland, its CEO.

     

    and

     

    The
      National Institutes of Health, including all Institutes and Centers, hereinafter
      referred to as “Customer”, represented by Ms. Karen Riggs, its Contracting
      Officer.

     

    Whereas:

     

    Collexis
      has developed and is the sole and exclusive owner of the Collexis®
software;

     

    Collexis
      wishes to grant, and Customer wishes to take a non-exclusive and
      non-transferable License to use the Collexis Software and Collexis has agreed
      to
      grant such a License subject to the terms and conditions of this
      Agreement;

     

    Have
      agreed as follows:

     

    
      	
              1.

            	
              Definitions

            


    

     

    The
      definitions in the Agreement are used in accordance with the definitions as
      mentioned in Article 1 of the Standard Terms and Conditions of Collexis set
      out
      in Appendix “Collexis Standard Terms and Conditions”.

     

    Additionally,
      in this Agreement, except where the context requires otherwise, the following
      words and expressions shall have the following meaning:

     

    
      	Effective
              Date:	
              the
                signing date of this Agreement.

            


    

     

    
      	Agreement:	
              this
                Collexis License Agreement.

            


    

     

    
      	
              License
                Period:

            	
              period
                starting on the Effective Date and ending on the date as stated in
                the
                Appendix “Special Conditions and License
                Fees”.

            


    

     

    
      	
              License
                Fee:

            	
              the
                license fee as defined in the Appendix “Special Conditions and License
                Fees”.

            


    

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              RCDC
                Project:

            	
              Research
                Condition and Disease Classification project, formerly known as the
                KMDC
                project.

            


    

     

    
      	
              Warranty
                Period:

            	
              a
                ninety day period starting on the date of installation of Versions
                installed to the Collexis Software following the Effective Date for
                the
                term of this Agreement.

            


    

     

    
      	
              2.

            	
              License

            


    

     

    
      	
              2.1

            	
              During
                the License Period Collexis grants to Customer a non-exclusive and
                non-transferable license to:

            


    

     

    
      	 	(a)	load, run, store, transmit, and execute on the System
              the
              Collexis Software;


      	 	 	 


      	 	
              (b)

            	
              load,
                run and store Fingerprints on the
                System;

            


    

    
      	 	 	 


      	 	
              (c)

            	
              load,
                run and store the Thesaurus on the System;
                and,

            


    

    
      	 	 	 


      	 	
              (d)

            	
              copy
                the Collexis Software for archival or back-up purposes. All archival
                or
                back-up copies of the Collexis Software are subject to the provisions
                of
                this Agreement and all titles, trademarks, copyrights and restricted
                rights of Collexis shall be reproduced on such
                copies.

            


    

     

    
      	
              2.2

            	
              Collexis
                License is for Customer Internal Use Only. Collexis has made one
                noted
                exception for government agencies or members of the general public
                which
                need to view Collexis Software for the purposes of being educated
                about
                ongoing efforts at CUSTOMER or how CUSTOMER is utilizing the technology.
                If Customer is acting to inform or educate external parties about
                its
                activities, then in these instances, external parties can view and
                even
                use Collexis Software. An example would be in presenting this to
                members
                of Congressional Oversight, those members could view and use the
                application - since their purposes is to be informed, not to gain
                personal
                benefit from the application use.

            


    

     

    However,
      if the intent ever becomes the use by external parties for their own (external)
      benefit, then this is a violation of the license agreement.

     

    With
      the
      benefit of use as the guide, external view and/or use of Collexis must be
      monitored by Customer. At no time can Customer put the Collexis Search
      application on the public internet for free or unmonitored use by external
      parties.

     

    
      	
              2.3

            	
              Title
                and ownership to all Intellectual Property related to the Collexis
                Software, the Collexis Software Documentation, and the Collexis Software
                Product Description are and shall remain at all times the property
                of
                Collexis. Fingerprints, Thesaurus, and Category Definitions developed
                based on input from the Customer and data generated from the application
                of Fingerprints, Thesaurus and Category Definitions by the Customer
                are
                owned by the Customer.

            


    

    
       

      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

    
       

      

    

    
       

      
        	
                3.

              	
                License
                  Fee and Term of Payment for License
                  Fee

              


      

       

    

    
      	
              3.1

            	
              In
                partial consideration of Collexis performing its obligations under
                this
                Agreement, Customer shall pay the License
                Fee.

            


    

     

    
      	
              3.2

            	
              Collexis
                shall invoice Customer in accordance with the invoice instructions
                contained in Customer Purchase Order No. 467-MZ-700544 for the License
                Fee. Any additional fees as specified in Appendix: Special Conditions
                and
                License Fees for or any additional purchase orders and/or annual
                Support
                and Maintenance Fees shall be invoiced in accordance with additional
                customer purchase orders. Those additional customer purchase orders
                shall
                have the same payment terms, excepting price and payment schedule,
                as
                Customer Purchase Order No. 467-MZ-700544. Customer represents that
                it is
                exempt from sales and/or tax liabilities as a result of entering
                into this
                Agreement, pursuant to tax exemption certificate no.
                3000500-4.

            


    

     

    
      	
              4.

            	
              Collexis’s
                Obligations

            


    

     

    
      	
              4.1

            	
              Collexis
                represents and warrants that:

            


    

    
      	 	 	 


      	 	
              (a)

            	
              the
                entering into this Agreement will not result in a breach or constitute
                a
                default under any of the terms and provisions of any agreement, whether
                written or oral, to which it is a
                party;

            


    

    
      	 	 	 


      	 	
              (b)

            	
              it
                has the right and full corporate power to enter into this
                Agreement;

            


    

    
      	 	 	 


      	 	
              (c)

            	
              not
                warrant non-infringement of any published Intellectual Property rights
                of
                third parties beyond those terms and conditions found in the “Collexis
                Standard Terms and Conditions”, sections
                7.7-7.8;

            


    

    
      	 	 	 


      	 	
              (d)

            	
              it
                has not, as at the date of this Agreement, granted any rights the
                exercise
                of which would derogate from or be inconsistent with the rights granted
                to
                Customer under this Agreement.

            


    

     

    
      	
              4.2

            	
              Collexis
                has delivered the Collexis Software to the Customer and will provide
                Updates during the License Period in accordance with this Agreement
                and
                the Support and Maintenance
                Agreement.

            


    

     

    
      	
              5.

            	
              Customer’s
                Obligations

            


    

     

    
      	
              5.1

            	
              Customer
                will:

            


    

     

    
      	 	
              (a)

            	
              not
                attempt to reverse engineer or otherwise render the Collexis Software
                into
                human readable form in order to understand the Collexis Software
                structure
                or details in any way;

            


    

    
      	 	 	 


      	 	
              (b)

            	
              not
                delete or amend any copyright or other Intellectual Property notices
                displayed by the Collexis Software or included in the
                Documentation;

            


    

    
      	 	 	 


      	 	
              (c)

            	
              make
                regular backups of the Collexis Software and the data generated by
                the
                Collexis Software; Collexis will not be held responsible for the
                loss,
                damage of loss or reproduction of data unless directly
                responsible;

            


    

    
      	 	 	 


      	 	
              (d)

            	
              Customer
                will enter into a Support & Maintenance Agreement for the Collexis
                Software with Collexis.

            


    

     

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

    
       

      

    

     

    
      	
              5.2

            	
              For
                each installation covered by this Agreement a unique Collexis Software
                key
                provided by Collexis is required. Collexis will provide the Collexis
                Software key by email or telephone within 24 hours after receiving
                a
                complete registration form electronically provided by
                Collexis.

            


    

     

    
      	
              5.3

            	
              The
                Customer is not required to make Fingerprints accessible to Collexis
                as a
                term of this license.

            


    

     

    
      	
              5.4

            	
              The
                parties acknowledge and agree that Customer, as an agency of the
                United
                States, assumes liability under this agreement only to the extent
                provided
                under the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. for and
                in
                connection with any act or omission or other claim arising under
                or
                relating to this Agreement, including, without limitation, for and
                in
                connection with any breach of the same or that may otherwise arise
                from
                Customer’s unauthorized modification, adaptation, misuse, infringement or
                failure to properly maintain the Collexis Software or other Software
                used
                in connection with the System.

            


    

     

    
      	
              6.

            	
              Warranty
                and Liability

            


    

     

    
      	
              6.1

            	
              While
                Collexis does not warrant that the operation of the Collexis Software
                during the term of this Agreement will be uninterrupted or Error-free,
                Collexis warrants that during the Warranty Period the Collexis Software
                as
                delivered to Customer, conforms in all material respects to the Product
                Description.

            


    

     

    
      	
              6.2

            	
              During
                the Warranty Period, Collexis will use commercially reasonable efforts
                to
                correct, at no charge to Client, any nonconformity, including, without
                limitation, performing Support Services in accordance with the Support
                & Maintenance Agreement.

            


    

     

    
      	
              6.3

            	
              The
                warranties stated in this Article shall in no event apply in the
                event of
                any misuse (including, without limitation, any use of the Collexis
                Software outside of the operating environment approved in writing
                by
                Collexis); accident; unauthorized modification; an unsuitable physical
                or
                operating environment; an operation in other than the approved operating
                environment; improper maintenance; a failure caused by a product
                for which
                Collexis is not responsible; or with respect to repair of damaged
                or lost
                data. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, CUSTOMER HEREBY
                ACKNOWLEDGES AND AGREES THAT THE SYSTEM IS BEING PROVIDED TO CUSTOMER,
“AS
                IS, WITH ALL FAULTS,” AND THAT COLLEXIS MAKES NO OTHER REPRESENTATIONS OR
                WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS, ACCURACY,
                COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE SYSTEM,
                OR
                THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR FREE FROM
                ANY
                NONCONFORMITY OR OTHER ERRORS. WITHOUT LIMITING THE FOREGOING, COLLEXIS
                HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
                A
                PARTICULAR PURPOSE IN CONNECTION WITH THE COLLEXIS
                SOFTWARE.

            


    

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

    
       

      

    

     

    
      	
              6.4

            	
              Customer
                acknowledges that it is the responsibility of Customer to implement
                its
                copy of the Collexis Software together with any other hardware and
                software selected by Customer in combination to meet its
                requirements.

            


    

     

    
      	
              7.

            	
              Audit

            


    

     

    
      	
              7.1

            	
              The
                Collexis Software can be provided with automated counters that can
                be
                remotely read, via a data link, by employees of Collexis. These counters
                provide insight into the frequency of and the manner in which the
                Collexis
                Software is used. By signing this Agreement Customer gives permission
                to
                Collexis to remotely read these counters upon fourteen day written
                notice
                to Customer or during any Support and Maintenance activities undertaken
                for the purpose of providing support to
                Customer.

            


    

     

    
      	
              7.2

            	
              Customer
                will grant Collexis the right to, within twenty days of receipt of
                a
                request from Collexis, review the terms of Customer’s use of the Collexis
                Software including disclosure of the location(s) of use of the Collexis
                Software. Collexis agrees that it will not use the information gained
                through the authority of this section to pursue independent license
                agreements with such locations.

            


    

     

    
      	
              8.

            	
              Duration
                and Termination

            


    

     

    
      	
              8.1

            	
              Subject
                to its other provisions, this Agreement is valid during the License
                Period
                or until this Agreement is otherwise earlier terminated as provided
                herein.

            


    

     

    
      	
              8.2

            	
              After
                the License Period has lapsed or in the event of termination of this
                Agreement, Customer shall promptly return to Collexis, of if this
                is
                practicable, promptly destroy all Collexis Software and Documentation.
                The
                foregoing obligation applies to any and all Collexis Software but
                does not
                apply to the extent that it is inconsistent with Federal law, regulation
                or policy, including those pertaining to document retention.
                Notwithstanding, Customer shall not use Collexis Software after the
                termination of this Agreement. The obligation to return or promptly
                destroy does not apply to Fingerprints, the Thesaurus, Category
                Definitions, Bespoke Software, Third Party Software (except in the
                case
                where any such license relating thereto would require otherwise)
                or other
                software or products developed by the
                Customer.

            


    

     

    
      	
              8.3

            	
              This
                Agreement shall be subject to termination upon the occurrence of
                any of
                the following events:

            


    

     

    
      	 	
              (a)

            	
              If
                either Customer or Collexis defaults on any of its material obligations
                under this Agreement, the non-defaulting Party shall have the right,
                exercisable in its sole discretion, to terminate this Agreement by
                written
                notice describing with reasonable specificity the nature of the default
                and requesting that it be cured,
                or,

            


    

     

    
      	 	
              (b)

            	
              either
                Customer or Collexis may terminate this Agreement (i) with fourteen
                days
                written notice if any law, rule or regulation enacted subsequent
                to the
                Effective Date prohibits such Party from lawfully fulfilling its
                obligations herein; or (ii) immediate upon any material breach by
                either
                Customer or Collexis of the obligations described under 2.2, 4.1,
                or
                5.1.

            


    

     

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

    
       

      

    

     

    
      	 	 	
              In
                the event that, after implementation of the License under this Agreement,
                Customer decides to terminate this Agreement and implement Software
                from a
                vendor other than Collexis, Customer agrees that it will cooperate
                with
                Customer and other vendor to assist Customer in a smooth transition
                from
                the Collexis Software to the other vendor’s software subject to Collexis’
                standard time and materials hourly rates in effect at that time.
                Customer
                agrees that during any such transition it will abide by the
                responsibilities it has assumed under this Agreement. However, in
                no event
                shall Collexis be required to provide any Releases, Updates or Versions
                following any such termination thereafter or other Support to Customer
                under the Support and Maintenance Agreement past one (1) year from
                the
                date of such termination.

            


    

     

    
      	
              9.

            	
              Publicity

            


    

     

    
      	
              9.1

            	
              Collexis
                may issue press releases that indicate that Customer is a client.
                Collexis
                can also list Customer as a client on marketing materials and publications
                on its website. Collexis may not use the NIH logo or any subordinate
                NIH
                logos in their materials.

            


    

     

    Collexis
      will include the following in any and all press releases, web pages, marketing
      materials or other means when publicizing information in reference to
      NIH;

     

    “National
      Institutes of Health (NIH) is not considered a supporter or partner of Collexis.
      Reference to NIH in the above shall not be construed as a Government endorsement
      nor does it obligate NIH to a position on or about the Collexis
      Software.”

     

    In
      the
      event Collexis wishes to modify the above, Collexis will submit and obtain
      approval from NIH for such modifications.

     

    
      	
              10.

            	
              General

            


    

     

    
      	
              10.1

            	
              If
                any part, term, or provision of this Agreement is held to be illegal
                or
                unenforceable, the validity or enforceability of the remainder of
                this
                Agreement shall not be affected.

            


    

     

    
      	
              10.2

            	
              This
                Agreement, including each Exhibit and Schedule and the “Collexis Standard
                Terms and Conditions”, the “Collexis Support & Maintenance Agreement”
                and Purchase Order MZ-700544, only to the extent whereby the Purchase
                Order defines specific payment amounts, payment terms and termination
                provisions, is incorporated herein by reference and set forth the
                entire
                Agreement between the parties herein with respect to the subject
                matter
                hereof, and supersedes any and all prior proposals, agreements and
                representations pertaining to such subject matter between them, whether
                written or oral. Notwithstanding the forgoing, that certain License
                Agreement entered into by and between Collexis BV and Customer on
                or about
                August 2002 and December 2003, and all agreements thereto are hereby
                terminated as of the date hereof, subject, however, to the survival
                of any
                and all covenants of the parties thereunder that are intended by
                the
                nature thereof to survive any such termination (e.g.,
                payment obligations with respect to services rendered and products
                ordered
                thereunder and duties and obligations relating to intellectual property
                rights).

            


    

     

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

    
       

      

    

     

    
      	
              10.3

            	
              This
                Agreement may not be amended, nor any provision waived, except by
                a
                writing signed by both parties.

            


    

     

    
      	
              10.4

            	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                when so executed and delivered shall be deemed an original (even
                if
                facsimile counterpart), and such counterparts together shall constitute
                one and the same instrument.

            


    

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

    
       

      


    

     

    IN
      WITNESS of which the parties have caused this Agreement to be executed in
      duplicate by their duly authorized representatives.

     

    
      Date:
        6/13/07

       

    

    
      	Place:
              Atlanta,
              Georgia	 	 	Place:
              Washington,
              DC
	 	 	 	 
	Collexis, Inc.	 	 	National Institutes of Health
	 	 	 	 
	/s/
              Bill
              Kirkland	 	 	/s/
              Karen D.
              Riggs
	Bill Kirkland 	 	 	By: Karen D. Riggs
	Chief
              Executive
              Officer	 	 	Its:
              Contracting
              Officer, NLM 6/22/07


    

     

     

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

     

     

    


    Appendix:
      Special Conditions and License Fees


    


    Product
      Description

    


    Collexis®
      Software limited to: All functionality as described in the document “Collexis®
Product Overview”, attached hereto.


    


    Number
      of
      Collexis® Fingerprints

    


    The
      License Fee for the above specified Collexis® Software is valid for the
      generation and use of an unlimited number of Fingerprints on the
      System.


    


    Duration

    


    See
“Fees
      and Payment Conditions” below.


    


    Fees
      and
      Payment Conditions

    


    The
      License will be valid for unlimited fingerprinting throughout the License Period
      for Customer. Purchase price was paid under an earlier agreement. The
      License Period shall commence on the Effective Date and shall continue so long
      as Customer pays Support and Maintenance Fees as outlined herein. Support
      & Maintenance Fees to procure support and maintenance services as detailed
      in the “Collexis Support & Maintenance Agreement”, including but not limited
      to annual Updates and continue the Agreement will be initially $252,000 for
      the
      first year. (20% or original license). The support and maintenance fees can
      be
      increased annually at a mutually agreed amount. The Support & Maintenance
      Agreement shall be renewable annually by mutual agreement following the initial
      five year term from the Effective Date.

     

    
      
         

      

      
        Page
          9

        
          

        

      

      
         

      

    

    
       


      

       

      COLLEXIS
        STANDARD TERMS AND CONDITIONS

       

      
        	
                1.

              	
                Definitions

              


      

      


      
        	
                Agreement:

              	
                Any
                  agreement between Collexis and Customer including these Terms and
                  Conditions.

              


      

       

      
        	
                Bespoke
                  Software:

              	
                Software
                  in object code developed by Collexis specifically for Customer
                  based on
                  functional specifications drafted by Collexis or drafted by the
                  Customer
                  and accepted by Collexis.

              


      

       

      
        	
                Collexis:

              	
                Collexis,
                  Inc., with its office at Five Concourse Parkway, Suite 3000, Atlanta,
                  GA
                  30328, USA.

              


      

       

      
        	
                Fingerprint:

              	
                The
                  result of abstracting a text item with the Collexis Software by
                  Customer.

              


      

       

      
        	
                Collexis®
                  Software:

              	
                The
                  software in object code developed by Collexis, including, without
                  limitation, and Updates, Versions and Releases issued by Collexis
                  from
                  time to time.

              


      

       

      
        	
                Category
                  Definition:

              	
                List
                  of weighted concepts developed by Customer to categorize
                  Fingerprints.

              


      

       

      
        	
                Customer:

              	
                The
                  company or organization that enters into an Agreement with
                  Collexis.

              


      

       

      
        	
                Documentation:

              	
                The
                  user documentation to the Collexis Software and any other Collexis
                  literature or date supplied with the same purpose by
                  Collexis.

              


      

       

      
        	
                Equipment:

              	
                A
                  product or products in the area of computer
                  hardware.

              


      

       

      
        	
                Error:

              	
                Any
                  reproducible failure of the Collexis Software to conform, in all
                  material
                  respects, to its specifications set out in the Product Description
                  or in
                  specifications expressly agreed between the
                  parties.

              


      

       

      
        	
                First
                  Line Support:

              	
                The
                  provision of limited assistance to the Support employees of Customer
                  by
                  telephone or in writing, including electronic mail, with respect
                  to the
                  installation and use of the Collexis
                  Software.

              


      

       

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

       

      

       

      
        	
                Intellectual
                  Property:

              	
                Any
                  date including materials, notes, designs, models, technical data,
                  ideas,
                  research reports, and documentation; trade-secrets; know-how; products,
                  processes, inventions, improvements and discoveries patentable
                  or
                  unpatentable; copyrights (registered or unregistered); and any
                  other
                  intellectual property rights, which are conceived and/or reduced
                  to
                  practice, in any country of the world relating to Product; “Intellectual
                  Property” further includes any trademarks (registered or unregistered),
                  service marks, trade names or other, similar designations of origin
                  used
                  in connection with Products and Collexis
                  Software.

              


      

       

      
        	
                Order
                  Confirmation:

              	
                The
                  written confirmation of an order by Collexis that specifies in
                  detail
                  which Collexis Products the order
                  concerns.

              


      

       

      
        	
                Product
                  Description:

              	
                The
                  product description made available by Collexis in which the Collexis®
                  Software is described.

              


      

       

      
        	
                Products:

              	
                Collexis
                  Equipment and Collexis Software.

              


      

       

      
        	
                Release:

              	
                Collexis
                  Software and Documentation in which corrections to one or more
                  Errors may
                  be included and which is extended with functionality within the
                  existing
                  modules. New Releases are registered by means of a decimal figure
                  (for
                  example 1.2a).

              


      

       

      
        	
                Second
                  Line Support:

              	
                (a)
                  the investigation and correction of or provision of Workarounds
                  for Errors
                  in the Collexis Software and
                  Documentation;

              


      

      
        	 	
                (b)
                  the provision of Updates, Releases and Versions including instructions
                  for
                  the implementation of such modifications. New modules in Versions
                  are not
                  included;

              


      

      
        	 	
                (c)
                  the updating of Collexis Software to the latest Update, Release
                  or
                  Version.

              


      

       

      
        	
                Software:

              	
                Any
                  software, including the Bespoke Software and Third Party Software,
                  other
                  than the Collexis® Software.

              


      

       

      
        	
                Support
                  Employees:

              	
                Sufficiently
                  trained employees of Customer serving as the contact personnel
                  for
                  Collexis with respect to First Line Support and Second Line
                  Support.

              


      

       

      
        	
                System:

              	
                The
                  central processing unit and other hardware and operating software
                  located
                  at Customer or, if a hosting agreement is applicable, at a hosting
                  party,
                  on which the software and Collexis Software is to be run, including
                  any
                  replacement computer system Customer is permitted to use pursuant
                  to the
                  terms of this Agreement or the hosting party is permitted to use
                  pursuant
                  to the terms of a hosting
                  agreement.

              


      

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

       

      

       

      
        	
                System
                  Incident:

              	
                An
                  Error identified by Customer.

              


      

       

      
        	
                System
                  Incident Report:

              	
                A
                  standard form provided by Collexis for the registration of System
                  Incidents by Customer.

              


      

       

      
        	
                Terms
                  and Conditions:

              	
                These
                  standard terms and conditions of
                  Collexis.

              


      

       

      
        	
                Thesaurus:

              	
                A
                  structured dataset reflecting the domain specific knowledge used
                  by the
                  Collexis Software for generating
                  Fingerprints.

              


      

       

      
        	
                Third
                  Party Software:

              	
                The
                  software in object code developed by third parties, which has been
                  embedded in or has been directly used in association with the Collexis
                  Software.

              


      

       

      
        	
                Update:

              	
                Collexis
                  Software and Documentation in which corrections to one or more
                  Errors are
                  included. New Updates are registered by means of a letter (for
                  example
                  1.1b).

              


      

       

      
        	
                Version:

              	
                Collexis
                  Software and Documentation in which corrections to one or more
                  Errors may
                  be included and which may be extended with new functionality within
                  existing modules may be extended and new modules are included.
                  New
                  Versions are registered by means of a new figure (for example 2.0a).

              


      

       

      
        	
                Workaround:

              	
                Bypass
                  of a recognized problem in a System. A Workaround is typically
                  considered
                  a temporary fix if some functionality of the Collexis Software
                  is impaired
                  after the Workaround is applied.

              


      

       

      
        	
                2.

              	
                General
                  Provisions

              


      

       

      
        	
                2.1

              	
                These
                  Terms and Conditions shall apply to all Agreements and Order Confirmations
                  under which Collexis supplies to Customer products and/or services
                  of any
                  nature. No deviation from these Terms and Conditions shall be valid
                  unless
                  expressly agreed in writing by both
                  parties.

              


      

       

      
        	
                2.2

              	
                Any
                  applicability of terms and conditions of Customer is rejected,
                  unless
                  these terms and conditions are accepted in writing by
                  Collexis.

              


      

       

      
        	
                2.3

              	
                In
                  the event of nullity or annulment of any provision of these Terms
                  and
                  Conditions, the other provisions hereof shall remain in full force
                  and
                  effect and Collexis and Customer shall consult together in order
                  to agree
                  on new provisions to replace the provisions that are null or, as
                  the case
                  may be, annulled, duly observing as much as possible the object
                  and
                  purport of the provision that is null or
                  annulled.

              


      

       

      
        
          
          

        

        
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                3.

              	
                Terms
                  of Payment

              


      

       

      
        	
                3.1

              	
                Collexis
                  and Customer may agree to use pricing and payment terms contained
                  in a
                  purchase order supplied by Customer. Collexis will be deemed to
                  accept the
                  pricing and payment terms contained in such purchase order upon
                  creation
                  of the Order Confirmation based on such Purchase
                  Order.

              


      

       

      
        	
                3.2

              	
                If
                  any delivery, installation or the completion of any service is
                  delayed by
                  Customer, any associated costs will be paid by Customer according
                  to the
                  terms of an additional purchase order negotiated by the parties
                  for the
                  agreed upon amount thereof. Collexis, at its sole discretion, has
                  the
                  right to halt any installation or completion of any service so
                  delayed by
                  Customer upon written notice to Customer, until an additional purchase
                  order and Order Confirmation for such agreed upon costs are paid
                  by
                  Customer. All deadlines, due dates, or project timelines imposed
                  by
                  Customer upon Collexis shall be shifted or expanded to accommodate
                  the
                  time required to negotiate an additional Purchase Order. The Customer
                  is
                  not obligated to pay such agreed upon costs unless a purchase order
                  is
                  issued that reflects the agreed upon costs. Collexis is not obligated
                  to
                  continue any installation or provision of any service so delayed
                  by
                  Customer unless Customer agrees to pay such agreed upon
                  costs.

              


      

       

      
        	
                3.3

              	
                If
                  Customer fails to pay timely an outstanding debt, Collexis can
                  refuse to
                  fulfill its obligations and can eventually suspend its guarantee,
                  provision of services and support
                  obligations.

              


      

       

      
        	
                4.

              	
                Retention
                  of Title and Rights

              


      

       

      
        	
                4.1

              	
                Title
                  to all Equipment supplied to Customer shall continue to be held
                  by
                  Collexis until all amounts payable by Customer with respect to
                  the
                  Equipment supplied or to be supplied under the Agreement, or the
                  work done
                  or to be done there under, have been paid under the terms agreed
                  upon by
                  Collexis and Customer.

              


      

       

      
        	
                4.2

              	
                No
                  rights shall be granted or, as the case arises, transferred to
                  Customer
                  except on condition that the agreed considerations are paid under
                  the
                  terms agreed upon by Collexis and
                  Customer.

              


      

       

      
        	
                5.

              	
                Specifications

              


      

       

      
        	
                5.1

              	
                Provided
                  Collexis notifies Customer in advance, Collexis may deliver replacement
                  or
                  altered Equipment, Collexis Software, or Bespoke Software instead
                  of the
                  Equipment, Collexis Software, or Bespoke Software ordered by Customer,
                  as
                  long as the operation and capacity are not substantially different
                  from
                  the specifications of that originally
                  ordered.

              


      

      
         

        
          
          

        

        
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            4

          
            

          

        

        
          
          

        

      

       

      

      
         

        
          	
                  5.2

                	
                  If
                    data transmission rates concerning the Equipment are mentioned,
                    they are
                    always subject to the limitations that can be placed by an authorized
                    governmental or other organization on the use of telecommunication
                    lines
                    or with respect to the availability of telecommunication equipment
                    and
                    lines.

                


        

         

      

      
        	
                6.

              	
                Care
                  and use of the Equipment and Collexis
                  Software

              


      

       

      
        	
                6.1

              	
                Customer
                  will use the Equipment and Collexis Software in the manner described
                  in
                  the Product Description. Customer will supervise the correct use
                  of the
                  Equipment and Collexis Software (including any routine maintenance
                  that
                  will be carried out by Customer and any amendments or additions,
                  made by
                  Customer and authorized by Collexis) in such a way that agrees
                  with the
                  reasonable instructions that are or will be
                  given.

              


      

       

      
        	
                6.2

              	
                Unless
                  agreed otherwise in writing between the parties, Customer will
                  provide
                  backup facilities, restart procedures, and checks on accuracy and
                  security
                  of data.

              


      

       

      
        	
                7.

              	
                Intellectual
                  Property Rights

              


      

       

      
        	
                7.1

              	
                All
                  intellectual property, including, without limitation, the Collexis
                  Software, Documentation, and Equipment, and rights thereto, provided
                  by
                  Collexis under the Agreement, other than the Fingerprints, Category
                  Definitions, Thesaurus and Bespoke Software, is the sole property
                  of
                  Collexis or its licensors. Customer shall acquire only such licenses,
                  rights of use and powers as are explicitly granted
                  hereunder.

              


      

       

      
        	
                7.2

              	
                Customer
                  is aware that the Collexis Software and Equipment provided contain
                  confidential information and trade secrets of Collexis or Collexis
                  licensors. Without prejudice to the provisions of Article 9, Customer
                  undertakes to keep such Collexis Software and Equipment secret
                  and not
                  make third parties acquainted with them or grant their use to the
                  same,
                  and to use them only for the purpose for which they were placed
                  at the
                  Customer’s disposal, to the extent possible under Federal law, regulation
                  and policy. The expression ‘third parties’ includes any such persons
                  working in Customer’s organization who do not necessarily have to use the
                  Collexis Software or Equipment.

              


      

       

      
        	
                7.3

              	
                Customer
                  will not be permitted to remove from or change in the Collexis
                  Software or
                  Equipment any designation, if incorporated therein, concerning
                  copyrights,
                  trademarks, trade names or other Intellectual Property rights,
                  including
                  any indications concerning the confidential nature and secrecy
                  of the
                  Collexis Software.

              


      

      
         

        
          
          

        

        
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            5

          
            

          

        

        
          
          

        

      

       

      

      
         

        
          	
                  7.4

                	
                  Collexis
                    will be permitted to take technical measures to protect the Collexis
                    Software providing such measures are disclosed to and accepted
                    by the
                    Customer. If Collexis has secured the Collexis Software by means
                    of some
                    technical protection and obtained Customer approval, Customer
                    will not be
                    permitted to remove or evade such protection. Customer will not
                    agree to
                    measures that unnecessarily give Collexis insight into Customer’s
                    operations and activities. If the protective measures result
                    in Customer
                    being unable to make a back-up copy of the Collexis Software,
                    Collexis
                    shall provide Customer with a back-up copy of the Collexis Software
                    at the
                    latter’s request.

                


        

         

      

      
        	
                7.5

              	
                Except
                  where Collexis provides Customer with a back-up copy of the Software,
                  Customer shall be entitled to keep, which must be understood to
                  include
                  ‘to make’, one single back-up copy of the Software. For the purposes
                  hereof a back-up copy is a material object on which the Software
                  is
                  recorded for the sole purpose of replacing the original copy of
                  the
                  Software in the event of involuntary loss of possession or damage.
                  The
                  back-up copy must be an identical copy and always be labeled with
                  the same
                  labels, and bear the same indications, as the
                  original.

              


      

       

      
        	
                7.6

              	
                Collexis
                  shall indemnify Customer against any action at U.S. law based on
                  the
                  allegation that any Collexis Software developed by Collexis itself
                  infringe(s) any intellectual or industrial property right provided
                  the
                  Customer: (a) gives Collexis prompt written notice of such claim;
                  (b)
                  gives permission to Collexis to manage the defense or settlement
                  of such
                  claim, in consultation with Customer; and (c) reasonably cooperates
                  at the
                  sole cost and expense of Collexis with Collexis in the resolution
                  of such
                  claim.

              


      

       

      
        	
                7.7

              	
                Customer
                  agrees that if the use of the Collexis Software becomes, or is
                  reasonably
                  likely to become the subject of a patent or copyright infringement
                  claim,
                  it may, as its sole recourse and remedy request Collexis, at Collexis’
                  sole option, cost and expense to: (a) promptly procure for the
                  Customer
                  the right to continue to use the Collexis Software; (b) replace
                  the
                  Collexis Software with an alternative that functions substantially
                  the
                  same; or (c) modify the Collexis Software so that it becomes
                  non-infringing, but in a manner which causes it to functional
                  substantially the same prior to modification. If Collexis determines
                  that
                  none of the foregoing alternatives is reasonably available, then
                  Collexis
                  may terminate this Agreement and refund to Customer a pro-rata
                  portion of
                  the Support & Maintenance Fees as would be attributable to that part
                  of the calendar month for which no further Support is provided
                  by
                  Collexis.

              


      

       

      
        	
                8.

              	
                Limitation
                  of Liability

              


      

       

      
        	
                8.1

              	
                Customer
                  shall report any alleged breach or damage to Collexis in writing
                  within a
                  reasonable time period which shall not exceed 60 days after Customer
                  has
                  knowledge of such breach or damage so that Collexis may have an
                  opportunity to cure the same. UNDER NO CIRCUMSTANCES SHALL COLLEXIS’ TOTAL
                  LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE
                  TOTAL
                  AMOUNT PAID BY CUSTOMER TO COLLEXIS FOR SUPPORT AND MAINTENANCE
                  FEE IN THE
                  TWELVE MONTHS PROCEEDING SUCH ALLEGED BREACH OR
                  DAMAGE.

              


      

      
         

        
          
          

        

        
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                  9.

                	
                  Confidential
                    information and Article prohibiting takeovers of
                    staff

                


        

         

        
          	
                  9.1

                	
                  Except
                    as specifically set forth in the Agreement and these Terms and
                    Conditions,
                    each party agrees not to use confidential information from the
                    other party
                    or to make available to a third party, unless it is impossible
                    not to do
                    so when conforming to these terms and conditions or under Federal
                    law,
                    regulation or policy. Collexis® Software is considered by Collexis to be
                    confidential information of Collexis and is recognized as such
                    by
                    Customer. Data input by Customer will be treated as confidential
                    by
                    Collexis and remains the property of the Customer. If Customer
                    so desires,
                    Collexis is prepared to sign a mutually acceptable declaration
                    of
                    confidentiality from Customer.

                


        

         

      

      
        	
                9.2

              	
                Neither
                  party shall, for the duration of the Agreement and for six months
                  after
                  termination thereof, take on any employees of the other party who
                  were
                  involved in the execution of the Agreement, or have such employees
                  work
                  for the same either directly or indirectly, unless after proper
                  businesslike consultation with the other party has taken
                  place.

              


      

       

      
        	
                10.

              	
                Termination

              


      

       

      
        	
                10.1

              	
                Collexis
                  and Customer may agree to use termination terms contained in a
                  purchase
                  order supplied by Customer. Collexis will be deemed to accept the
                  termination provisions contained in such purchase order upon creation
                  of
                  the Order Confirmation based on such purchase
                  order.

              


      

       

      
        	
                11.

              	
                Force
                  Majeure

              


      

       

      
        	
                11.1

              	
                Neither
                  party shall be bound to meet any obligation if prevented from doing
                  so as
                  a consequence of force majeure. The expression ‘force majeure’ shall
                  include, but not be limited, to the outbreak of war or diseases,
                  strikes,
                  natural disasters, or government regulation preventing contractor
                  performance.

              


      

       

      
        	
                11.2

              	
                If
                  a situation of force majeure has lasted for more than ninety days,
                  the
                  parties shall be entitled to terminate the Agreement by rescinding
                  it in
                  writing. In that case any performance which has already taken place
                  pursuant to the Agreement shall be settled proportionately without
                  either
                  party being thereafter indebted to the other in any other
                  amount.

              


      

      
         

        
          
            
            

          

          
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              7

            
              

            

          

          
            
            

          

        

         

        

         

      

      
        
          	
                  12.

                	
                  General

                


        

         

        
          	
                  12.1

                	
                  Collexis
                    may at all time transfer its rights resulting from the Agreement
                    with
                    Customer providing novation procedures specified in Federal Acquisition
                    Regulations 41.12 are followed. Customer may only transfer its
                    rights
                    resulting from the Agreement after written approval of Collexis.
                    Such
                    consent will not be delayed or withheld from Customer on unreasonable
                    grounds.

                


        

         

        
          	
                  12.2

                	
                  All
                    notifications within the context of the Agreement from the one
                    party to
                    the other party will be addressed to the respective addresses
                    of the
                    parties as recorded on the Order Confirmation or as supplied
                    by the one
                    party to the other.

                


        

         

        
          	
                  12.3

                	
                  The
                    Agreements shall be construed, and the rights and liabilities
                    of the
                    parties hereto determined, in accordance with applicable U.S.
                    Federal
                    law.

                


        

         

        
          
            
            

          

          
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              8