In response to the RECIPIENT's request for iDC: software for the analysis of residual dipolar couplings for macromolecular structure determination ("SOFTWARE"), developed in the laboratory of Dr. Milton H. Werner at The Rockefeller University (the "PROVIDER"), PROVIDER asks that the RECIPIENT and the RECIPIENT SCIENTIST agree to the following before the RECIPIENT receives the SOFTWARE:

1. The above SOFTWARE is the property of the PROVIDER and is made available as a service to the research community and will be used for teaching or not-for-profit research purposes only.

2. The SOFTWARE will not be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the SOFTWARE to the PROVIDER. PROVIDER and the PROVIDER SCIENTIST agree to make the SOFTWARE available, under a separate Letter Agreement to other scientists for teaching or not-for-profit research purposes only.

3. The SOFTWARE does not include license for Igor Pro program. In order the use the SOFTWARE, the RECIPIENT shall obtain license for the use of Igor Pro program separately from WaveMetrics, Inc. The PROVIDER has no affiliation of any kind with WaveMetrics.

4. The RECIPIENT agrees to acknowledge the source of the SOFTWARE in any publications reporting use of it.

5. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, Recipient assumes all liability for claims for damages against it by third parties which may arise from the use of the SOFTWARE.

The RECIPIENT and RECIPIENT SCIENTIST must both sign this letter and return it to the PROVIDER. The PROVIDER will then send the SOFTWARE.

RECIPIENT INFORMATION and AUTHORIZED SIGNATURE