In this Agreement:

(a)

"Authorized Site" means the locations of the Licensees allowed by Meteo Inc. to access Medical*Online-E.

(b)

"Authorized User" means any individual who is authorized by the Licensee to access Medical*Online-E and use the Information and who is either an employee of the Licensee (including faculty, administrative staff, librarians and visiting scholars), walk-in users, or an individual currently enrolled as a student of the Licensee regardless of the physical location of such person for so long as:

(1)

such user remains an employee/staff member or student authorized to access the Information; and

(2)

the Licensee will take reasonable care for any acts or omissions by such user which would constitute a breach or default under this Agreement;

(3)

the administrative staff are only using the Service on an occasional and infrequent basis as a consequence of them having access to the Licensees intranet, unless the Licensee is licensed for regular use by such administrative staff. The Licensee shall notify Meteo if it knows or suspects that its administrative staff are using the Services or the Information contained therein on a regular basis and the parties shall agree terms for an enhanced license to cover such usage by the administrative users.

(c)

"Billing Start Date" means the date as set out on the first page of this Agreement, or if undated, the date of first availability of the Services for use by the Licensee.

(d)

"Fees" means the fees as set out on the first page of this Agreement, being the aggregate of the fees for the Information and fees for the Services, payable by the Licensee to Meteo.

(e)

"Information" means information, in whatever form, contained in a Service.

(f)

“Remote Access” means access provided by Licensee via secured authentication means only to Authorized Users who are not physically present at an Authorized Site.

(g)

"Service" means the Meteo’s medical information service as Medical*Online-E.

(h)

"User Statement" means a statement to be provided by the Licensee to Meteo setting out the FTE count for the Licensee and confirming that neither the Services nor the Information have been used by any party other than the Authorized Users.

2.1

Meteo grants a non-exclusive, non-transferable, non-sublicensible, non-assignable license to the Licensee, as an academic institution, and its Authorized Users the right to access and use the Service at Authorized sites or via Remote Access pursuant to the terms and conditions of the Agreement.

2.2

Meteo will grant access to the Licensee and Authorized Users via IP authentication. Authorized Users shall be identified and authenticated by the use of Internet Protocol ("IP") address provided by Licensee to Meteo. The Licensee may provide simultaneous access to the Service using IP authentication.

2.3

Meteo retains control and ownership of the form and content of the Service. Neither the Licensee nor the Authorized Users will acquire any ownership rights in the Service or the Information, and the Licensee shall not alter the form or content of the Service without the written permission of Meteo.

2.4

Meteo may alter the form and content of the Service from time to time. The Information is either licensed from third party information providers or is proprietary to Meteo. Should any license agreement with an information provider be terminated or suspended for any reason then the Information supplied by that information provider may be withdrawn from the Service. The Licensee acknowledges that rights to use the Information in this Agreement are contractual and exist independently of copyright law, accordingly these rights cannot be affected by any license from a copyright holder.

3.1

The Authorized Users may:

(a)

review and download Information from a Service for their own use;

(b)

on an occasional and infrequent basis, forward individual articles from the Information, provided that such articles (or portions of articles) are attributed to the relevant author or provider of such article;

(c)

incorporate occasional articles of the Information in printed or electronic course packs and password-protected electronic reserve collections for instructional use only at Licensee's academic institution. Each such item of Information shall carry the appropriate acknowledgement of the source, branded as being from Meteo and will be deleted by Licensee when no longer used for such purpose; and

(d)

if the Authorized User is a librarian of the Licensee, they may search on behalf of and distribute Information only to Authorized Users within the Licensee's academic institution in response to a specific ad hoc search request.

(e)

fulfill a reasonable number of requests for interlibrary loans of the Information contained in the Service, subject to the same limitations that apply to paper copies for that purpose made from print journals.

3.2

The Licensee, and each Authorized User, shall not:

(a)

reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party, including (other than as authorized in Sections 3.1 (b), 3.1 (c), 3.1 (d) and 3.1 (e)) other non-Authorized users, nor make the Information available for any such use;

(b)

remove, conceal or alter any copyright notices contained in the Service or the Information, or change the meaning of any article of Information;

(c)

create or store in electronic form any shared library or archive of Information which could be used as a research application;

(d)

Use the Information or the attached codes to feed any data mining software or other automated trend analysis application or

(e)

use the authority granted in Sections 3.1 (b), 3.1 (c) or 3.1(d) as a substitute for authorizing additional users to use the Service, and for the avoidance of doubt, Authorized Users may not on a regular basis, or an irregular but frequent basis, distribute more than a few articles to any individuals (employees of the Licensee, other students or otherwise) who are not Authorized Users.

3.3

The Licensee shall:

(a)

use its best efforts to ensure that each Authorized User is aware of and complies with the conditions of use of the Service and/or the Information contained in this Agreement;

(b)

use its best efforts to ensure that each Authorized User complies with any additional restrictions notified by means of any on-screen notices contained within an article of Information to which the additional restriction relates;

(c)

on 30 days' prior written notice from Meteo, provide a User Statement to Meteo, save that Meteo may not make such request more frequently than twice annually;

(d)

maintain reasonable internal control procedures to verify each User Statement; and

(e)

provide Meteo with reasonable assistance in complying with Meteo's obligations under privacy laws relating to information in respect of individual Authorized Users.

3.4

If any alumni of the Licensee are licensed as Authorized Users under this Agreement, as notified on the front page of this Agreement, then such users may only access the Service and the Information in their capacity as an alumni and not for their own or any other business research purposes.

4.1

The Licensee agrees to pay the Fees, annually in advance, to Meteo within 30 days of receipt of the corresponding invoice from Meteo, or Meteo’s agent. In addition to the relevant Fees, the Licensee shall be responsible for all applicable sales, value-added and other such taxes or duties payable in respect of this Agreement. It is understood that if Licensee is a public institution, it may be exempt from national and local taxation.

4.2

Meteo's standard rate of Fees may increase from time to time. But during the contract term, Meteo shall neither claim additional billing nor accept refunding, to the Licensee.

5.1

Meteo shall make reasonable efforts to ensure: the accuracy and reliability of the Services; the timeliness of the Information; and that the Services do not contain any computer virus. Except as specified in this Agreement, all express or implied representations, warranties, conditions and undertakings are excluded. This Agreement gives neither the Licensee nor the Authorized Users any rights against third party information providers with respect to use of Information by the Licensee and/or any Authorized User.

5.2

The Licensee agrees that if any such claim is made by a third party then the Licensee will promptly notify and co-operate with Meteo, and Meteo shall at its request be given control of such action. Other than in respect of information proprietary to Meteo, the indemnity in this Section 5.3 shall be limited to the extent that Meteo may recover from its information providers.

5.3

In lieu of full indemnification, the Licensee shall be responsible for any misuse of the Services by the Authorized Users and any loss suffered by Meteo arising from such misuse and the Licensee covenants to Meteo, and, where relevant, to any third party information provider or supplier, that upon being made aware by Meteo of any use of the Information beyond the rights expressly granted to the Licensee and/or Authorized Users under this Agreement, Licensee shall immediately cease any such violation caused by it or shall make best efforts to halt any such use by Authorized Users.

6.1

The term of this Agreement shall commence on the date of first availability of the Services for use by the Licensee and shall continue for 12 months from the Billing Start Date. The subscription will then be expired, unless the customer wishes to extend for an additional 12 months. If the Licensee agrees with Meteo, or Meteo’s agent, for the same Service to the same number of Authorized Users then:

(a)

except as may be expressly agreed between the parties in writing, the renewal shall be for a period of 12 months and all the terms of this Agreement shall apply to such renewal; and

(b)

the Fees for such renewal shall be as notified to the Licensee by Meteo or, Meteo’s agent, and agreed to by the Licensee either by it continuing to receive the Service, paying the Fees or otherwise notifying Meteo or Meteo’s agent of its acceptance to the new Fees.

6.2

Without prejudice to any rights of either party, this Agreement may be terminated:

(a)

in the event of a party committing any breach of this Agreement which is remediable and not remedied within 30 days of written notice from the other party requiring such remedy;

(b)

immediately on written notice being given by a party if the other party commits any irremediable breach of this Agreement or repeats any breach as has previously been the subject of a notice under paragraph (a) above;

(c)

immediately on a party giving written notice to the other party if:

(1)

an order is made or an effective resolution is passed for the liquidation or winding up of the other party;

(2)

the other party enters into any composition with its creditors;

(3)

the other party has a receiver, manager, administrative receiver or administrator appointed in respect of it or substantially all of its assets;

(4)

the other party is affected in any jurisdiction other than Japan by any matter of substantially similar effect to any of the matters referred to in paragraphs (1) to (3) above; or

(5)

if this is a public institution, this Agreement is valid and enforceable only if sufficient funds are made available to the Licensee by national legislatures for the purposes of this program. It is agreed that if the national legislature does not appropriate funds for the program, this Agreement shall be terminated or amended and the Service varied to reflect any reduction in funds. The decision to continue with this Agreement must be made no later than 30 days after the legislature announces the budget of the new fiscal year affected by legislature funding.

6.3

On termination of this Agreement for any reason the Licensee shall pay to Meteo any Fees payable until the effective date of such termination and Meteo shall, other than for termination under 6.2(5), refund to Licensee any pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination.

6.4

If the Licensee commits a material breach of this Agreement, Meteo may suspend any Service without notice or penalty until such breach is remedied.

7.1

The parties acknowledge and confirm that during the term of this Agreement and following its termination the parties shall treat as confidential and shall not (other than in the proper provision of the Services or as required by any applicable law) use or disclose to any person, firm or company, the terms of this Agreement and any confidential information relating to the business of and belonging to the other party, nor permit its use or disclosure. This obligation of confidentiality shall not apply to information which is publicly known (through no fault of the non-disclosing party) or not of commercial value to such other party.

7.2

No public announcement, press release or circular (other than required by law or regulation) concerning this Agreement will be made by either party without the prior consent of the other party, which shall not be unreasonably withheld or delayed.

8.1

General. Other than as set out below, all notices shall be in writing, and delivered by courier or registered mail, or by either facsimile or electronic mail with confirmation, to the addresses specified on the signature page of this document, or other address stipulated in writing by one party to the other. Notice shall be deemed received on the date 3 business days after being sent, if by courier or registered mail, or on the date actually received, if by fax or electronic mail.

8.2

Cancellation notices. Any notice from the Licensee to Meteo in relation to either termination of this Agreement or cancellation of a Service (or part of Service) must be sent to Meteo by electronic mail (including the Licensee's name and contract details) to info@medicalonline.jp. A notice from the Licensee to Meteo must also be sent to customer service of Meteo’s agent. If such notice is sent by any other means it will not be valid notice under the terms of this Agreement.

9.1

The terms and conditions set out in this Agreement represent the entire agreement between both parties relating to the Services and supersede all prior agreements and representations. It is however acknowledged that separate divisions or departments of the Licensee, may independently subscribe for Services from Meteo. Such independent subscriptions under separate contracts do not supersede and are not superseded by this Agreement.

9.2

No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.

9.3

The Services subscribed for under this Agreement, the level of the Fees and Ancillary Fees, the number of Authorized Users, and other relevant details of such Services may be amended by written notice signed by both parties confirming the relevant amendment and the inclusion of any additional schedule.

9.4

In the event of conflict between these agreed terms and any schedule, the terms in the relevant schedule shall prevail in relation to the provision of that Service.

9.5

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

9.6

Neither party may assign this Agreement without the prior written consent of the other party.

9.7

The official language of this Agreement shall be the English language and no translation into any other language may be used in its interpretation.

9.8

The laws applicable to govern this Agreement shall be separately agreed upon by both parties hereto.