Please read the Academic section or the Commercial section depending on your license type.
======= ACADEMIC LICENSE AGREEMENT =======
* The academic license is only available for academics (i.e. students, professors, researchers of institutions for higher education) or for government employees.
* The academic license cannot be used for commercial purposes or paid services, and cannot be used on a computer of a commercial company.
* Any publications or presentations based upon data generated by the Lixoft’s product should cite the Lixoft’s product.
* The academic license is limited in time and is renewed periodically through a simple update process.
Important notice: Read the terms and conditions of your license agreement carefully before downloading, copying, installing, or using the software. The license agreement together with any applicable addendum represents the entire agreement between you (the “Licensee”) and Lixoft SAS (“Lixoft”) concerning the software. By downloading, copying, installing, or using the software, you accept the terms of this agreement. If you are not willing to do so, do not download, copy, install, or use the software.
*** 1. DEFINITIONS ***
The following capitalized terms shall have the meaning set out below.
“Agreement” – this Software License Agreement, and other addenda signed by both parties and each Purchase Order.
“Documentation” – installation instructions and user manuals supplied with the Software.
“Major Release” – a major Update release of the Software containing new features and functions as well as error corrections. ‘Named User(s)’ the individual(s) identified by Licensee.
“Software” – the object code version of the software product(s)
“Updates” means error corrections, maintenance releases and Major releases of the Software made available to Lixoft Licensees.
“Use” to load, access, utilize, or store the Software.
“Licensed Key” – the unique and confidential password attributed by Lixoft in relation to a Concurrent License.
“Named User License” – a license type described in Section 2.1 hereof.
“Concurrent License” – a license type described in Section 2.1 hereof.
“Server License” – a license type described in Section 2.1 hereof.
*** 2. LICENSE ***
2.1 Lixoft grants to Licensee, solely for Licensee’s own internal business purposes, a non-exclusive, nontransferable, non-sublicensable, term license renewable on an annual basis to Use the Software in accordance with the license type.
If the license is designated as an Individual Named User License, the Named User is authorized to install and operate the Software on up to three (3) Workstations.
If the license is designated as a Concurrent License, the Software can be installed on any workstation and accessed and operated by Licensee’s personnel, wherein the maximum number of simultaneous executions of the Software is the number of licensed keys attributed to Licensee by Lixoft.
If the license is designated as a Server License, the Software can be installed on an application server, and accessed and operated remotely by Licensee’s personnel, wherein the maximum number of simultaneous users of the Software is the number of licensed keys attributed to Licensee by Lixoft.
2.2 Licensee may make a reasonable number of copies of each Software exclusively for inactive back-up or archival purposes. For its own use, Licensee may make copies of the Documentation delivered by Lixoft.
2.3 Licensee shall not modify, reverse engineer, reverse assemble or reverse compile any The Software or part thereof. Except as otherwise mutually agreed in writing, Licensee may not distribute, rent, lease, sublicense or transfer the Software to any third party, use the Software in a service bureau or time-sharing arrangement, or otherwise allow direct or indirect use (including over the internet) of the Software by any third party. Licensee, at its own expense, shall be responsible for installing the Software and all Updates.
*** 3. SUPPORT AND TECHNICAL SERVICES ***
3.1 Lixoft will not provide support services (“Support”) in relation to the Software during the validity period of the Term License, except as consulting services as described in section 3.2
3.2 Lixoft may provide consulting or educational services. All consulting services provided under this Agreement will be on a time and materials basis unless otherwise expressly agreed by the parties in writing.
*** 4. CONFIDENTIALITY ***
“Confidential Information” shall include the Software (including methods or concepts utilized therein) and all information identified by the disclosing party as proprietary or confidential. Confidential Information shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party; except that Licensee may disclose confidential Information to consultants performing services for Licensee’s benefit, provided that such consultants are bound by a written non-disclosure agreement with Licensee protecting such Confidential Information in a manner consistent with this Agreement. Except with respect to the Software, items will not be deemed Confidential Information if (i) available to the public other than by a breach of an agreement with Lixoft; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by one party without access to the Confidential Information of the other; (iv) known to the recipient at the time of disclosure; or (v) produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order. A copyright notice on Software does not, by itself, constitute evidence of publication or public disclosure. Licensee shall not release the results of any benchmark of the Software to any third party without the prior written approval of Lixoft for each such release.
*** 5. PROPRIETARY RIGHTS AND NOTICES ***
The Software, Documentation and all copies (in whole or part) shall remain the exclusive property of Lixoft and its licensors. The Software and Documentation are proprietary and are protected by copyright and/or trade secret law.
All proprietary notices incorporated in or fixed to the Software or documentation shall be duplicated by Licensee on all copies or extracts thereof and shall not be altered, removed or obliterated.
*** 6. WARRANTY/LIMITATIONS ON LIABILITY ***
6.1 NO WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE SOFTWARE, GOODS OR SERVICES TO BE SUPPLIED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, and FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO WARRANTY IS MADE REGARDING THE RESULTS TO BE OBTAINED FROM ANY SOFTWARE OR SERVICES OR THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS.
Licensee acknowledges its responsibility to regularly back-up data and to adequately test prior to deployment each production version of the Software in a configuration that reasonably simulates Licensee’s planned production environment.
6.2 The Software is not fault-tolerant and is not designed, manufactured or intended for Use or resale in the on-line control of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage and Lixoft and its suppliers specifically disclaim any express or implied warranty of fitness for such purposes.
6.3 NEITHER LIXOFT NOR ANY OF ITS SUBSIDIARIES, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR LOSS OR INACCURACY OF DATA, LOSS OF LICENSEES, LOSS OF GOODWILL OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
*** 7. TERMINATION ***
Either party may terminate this Agreement upon any other material breach of this Agreement by the other party, which if remediable, has not been corrected within 60 calendar days after written notice.
Upon termination of this Agreement, all licenses granted hereunder shall terminate, Licensee shall cease Using the Software and Documentation (whether or not modified or merged into other materials) and Licensee shall certify in writing to Lixoft that all copies (in any form or media) have been destroyed or returned to Lixoft.
Termination shall not relieve Licensee from paying all fees accruing prior to termination and shall not limit either party from pursuing any other available remedies.
Sections 4, 5, 6, 7, 8 shall survive termination of this Agreement.
*** 8. GENERAL ***
8.1 Neither this Agreement nor any license hereunder may be assigned (whether by operation of law or otherwise) by Licensee without Lixoft’s prior written consent.
8.2 This Agreement is the entire agreement of the parties and supersedes all previous and contemporaneous communications, representations, or agreements regarding the subject matter hereof.
8.3 Licensee shall not transfer, directly or indirectly, any restricted Software or technical data received from Lixoft or its subsidiaries, or the direct product of such data, to any destination or entity subject to export restrictions under E.U. laws, U.S. law or any other applicable law, unless prior written authorization is obtained from the appropriate U.S. agency.
8.4 No delay or default in performance of any obligation by either party, excepting all obligations to make payments, shall constitute a breach of this Agreement to the extent caused by force majeure.
8.5 All notices relating to this Agreement shall be in writing and delivered by overnight delivery service or first class prepaid mail with return receipt requested, to the address of such party specified above (in the case of Lixoft to the attention of its General Counsel) or the address specified by such party in accordance with this Section.
8.6 If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of this Agreement shall not be deemed a waiver of such term.
8.7 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF FRANCE EXCLUDING ANY CONFLICTS OF LAWS RULES. IT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED. ANY DISPUTE WHICH MAY ARISE BETWEEN THE LICENSEE AND LIXOFT CONCERNING THE FORMATION, CONSTRUCTION, VALIDITY, PERFORMANCE AND/OR TERMINATION OF THIS AGREEMENT, WILL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF PARIS, FRANCE, NOTWITHSTANDING A PLURALITY OF DEFENDANTS OR GUARANTEE CLAIMS. THIS JURISDICTION APPLIES ALSO TO SUMMARY AND CONSERVATORY PROCEEDINGS. NOTWITHSTANDING THE FOREGOING, LIXOFT WILL BE ENTITLED TO BRING ACTIONS RELATING TO THE PROTECTION OF ITS INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE IN THE COURTS OF ANY TERRITORY WHERE ANY INFRINGEMENT OCCURS OR IS ALLEGED TO OCCUR.
======= COMMERCIAL LICENSE AGREEMENT =======
Important notice: read the terms and conditions of your license agreement carefully before downloading, copying, installing, or using the software. The license agreement together with any applicable addendum represents the entire agreement between you (the “Licensee”) and Lixoft SAS (“Lixoft”) concerning the software. By downloading, copying, installing, or using the software, you accept the terms of this agreement. If you are not willing to do so, do not download, copy, install, or use the software.
*** 1. DEFINITIONS ***
The following capitalized terms shall have the meaning set out below.
“Agreement” – this Software License Agreement, and other addenda signed by both parties and each Purchase Order.
“Documentation” – installation instructions and user manuals supplied with the Software.
“Major Release” – a major Update release of the Software containing new features and functions as well as error corrections. ‘Named User(s)’ the individual(s) identified by Licensee.
“Price List” – Lixoft’s then current price list for the country in which the Software is to be used.
“Software” – the object code version of the software product(s)
“Purchase Order” – a purchase order or other purchase authorizing document issued by Licensee for Lixoft products and/or services and accepted by Lixoft, as confirmed by a Lixoft invoice.
“Use” to load, access, utilize, or store the Software.
“Updates” means error corrections, maintenance releases and Major releases of the Software made available to Lixoft Licensees.
“Licensed Key” – the unique and confidential password attributed by Lixoft in relation to a Concurrent License.
“Named User License” – a license type described in Section 2.1 hereof.
“Concurrent License” – a license type described in Section 2.1 hereof.
“Server License” – a license type described in Section 2.1 hereof.
*** 2. LICENSE ***
2.1 Lixoft grants to Licensee, solely for Licensee’s own internal business purposes, a non-exclusive, nontransferable, non-sublicensable, term license renewable on an annual basis to Use the Software in accordance with the license type.
If the license is designated as an Individual Named User License, the Named User is authorized to install and operate the Software on up to three (3) Workstations.
If the license is designated as a Concurrent License, the Software can be installed on any workstation and accessed and operated by Licensee’s personnel, wherein the maximum number of simultaneous executions of the Software is the number of licensed keys attributed to Licensee by Lixoft.
If the license is designated as a Server License, the Software can be installed on an application server, and accessed and operated remotely by Licensee’s personnel, wherein the maximum number of simultaneous users of the Software is the number of licensed keys attributed to Licensee by Lixoft.
2.2 Licensee may make a reasonable number of copies of each software exclusively for inactive back-up or archival purposes. For its own use, Licensee may make copies of the Documentation delivered by Lixoft or may purchase copies at the prices in the Price List. If Licensee is entitled to Updates, the license shall also extend to each Update. The Software may be transferred to another Workstation or site only upon written notice to Lixoft and subject to Lixoft’s transfer policies and fees then in effect.
2.3 Licensee shall not modify, reverse engineer, reverse assemble or reverse compile any The Software or part thereof. Except as otherwise mutually agreed in writing, Licensee may not distribute, rent, lease, sublicense or transfer the Software to any third party. Use the Software in a service bureau or time-sharing arrangement, or otherwise allow direct or indirect Use (including over the internet) of the Software by any third party (except consultants performing services for Licensee’s benefit as expressly permitted in Section 5 hereof).
2.4 Upon Lixoft’s receipt of Licensee’s Purchase Order, Lixoft shall ship the Software to Licensee or will provide an access code permitting Licensee to download such Software. Licensee, at its own expense, shall be responsible for installing the Software and all Updates.
2.5 Lixoft may, upon reasonable notice and at its expense, audit during business hours the number of copies of the Software in Use and number of actual users and Licensee’s compliance with the applicable usage limitations set forth herein. The auditors shall protect the confidentiality of Licensee’s information and abide by Licensee’s reasonable security regulations. If the Use of the Software is found to be greater than that contracted for, Licensee will be invoiced for the additional amounts due based upon the prices set forth in the Price List and will be charged for the audit costs.
*** 3. PAYMENT ***
Payment is due to Lixoft or its assigns within thirty (30) calendar days of the invoice date. Licensee will pay all applicable shipping and handling charges and VAT, sales, use, personal property or similar taxes, tariffs or governmental charges, exclusive of those based upon Lixoft’s income. Licensee will reimburse Lixoft for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts.
*** 4. SUPPORT AND TECHNICAL SERVICES ***
4.1 Subject to payment of all applicable license fees, Lixoft will provide to Licensee support services (“Support”) in relation to the Software during the validity period of the Term License.
“Supported Software” shall mean the then generally available Major Release of a listed Software and, for a period of 12 months after introduction of a new Major Release of such Software, the immediately preceding Major Release of the Software. As part of such Support service, Lixoft will use commercially reasonable efforts to correct or circumvent reported errors in the Supported Software that can be reproduced at a Lixoft support facility. Lixoft shall have no obligation to provide Support with respect to: (i) Use of any Software on any computer system running other than the specified Workstation and operating system software; (ii) Use of any version of the Software modified by Licensee in breach of this Agreement; or (iii) Use of versions of different cooperating Supported Software that are NOT specified in the applicable Documentation to execute correctly together on a Workstation. Lixoft has no obligation to modify any version of the Software to run with new versions of the operating system software. Lixoft reserves the right to make corrections only to the most current generally available Major Release of the Software.
4.2 Lixoft may provide consulting or educational services. All consulting services provided under this Agreement will be on a time and materials basis unless otherwise expressly agreed by the parties in writing.
*** 5. CONFIDENTIALITY ***
“Confidential Information” shall include the Software (including methods or concepts utilized therein) and all information identified by the disclosing party as proprietary or confidential.
Confidential Information shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party; except that Licensee may disclose Confidential Information to consultants performing services for Licensee’s benefit, provided that such consultants are bound by a written non-disclosure agreement with Licensee protecting such Confidential Information in a manner consistent with this Agreement.
Except with respect to the Software, items will not be deemed Confidential Information if (i) available to the public other than by a breach of an agreement with Lixoft; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by one party without access to the Confidential Information of the other; (iv) known to the recipient at the time of disclosure; or (v) produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order. A copyright notice on Software does not, by itself, constitute evidence of publication or public disclosure. Licensee shall not release the results of any benchmark of the Software to any third party without the prior written approval of Lixoft for each such release.
*** 6. INFRINGEMENT INDEMNITY ***
Lixoft at its own expense shall (i) defend, or at its option settle, any claim or suit against Licensee on the basis of infringement of any trademark, copyright, trade secret or patent registered in the United States or the European Union (“Intellectual Property Rights”) by the Software or Use thereof as permitted herein, and (ii) pay any final judgment entered against Licensee on such issue or any settlement thereof, provided (a) Lixoft has sole control of the defense and/or settlement; (b) Licensee promptly notifies Lixoft promptly in writing of each such claim or suit and gives Lixoft all information known to Licensee relating thereto, and (c) Licensee cooperates with Lixoft in the settlement and/or defense. (Licensee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Lixoft.) If all or any part of the Software is, or in the opinion of Lixoft may become, the subject of any claim or suit for infringement of any Intellectual Property Rights, Lixoft may, and in the event of any adjudication that the Software or any part thereof does infringe or if the Use of the Software or any part thereof is enjoined, Lixoft at its expense, shall either: (1) procure for Licensee the right to Use the Software or the affected part thereof; (2) replace the Software or affected part; (3) modify the Software or affected part to make it non-infringing; or (4) if none of the foregoing remedies are commercially feasible, refund the aggregate payments made by Licensee for the Software or the affected part thereof.
Lixoft shall have no obligation under this Section 6 to the extent a claim is based upon (A) Use of any version of the Software other than a current, unaltered version, if infringement would have been avoided by a current, unaltered version; or (B) combination, operation or Use of the Software with software and/or hardware not delivered by Lixoft if such infringement could have been avoided by combination, operation or Use of the Software with other software and/or hardware. This Section 6 states the entire liability of Lixoft and the exclusive remedy of Licensee with respect to any infringement or alleged infringement by the Software or any part thereof.
*** 7. PROPRIETARY RIGHTS AND NOTICES ***
The Software, Documentation and all copies (in whole or part) shall remain the exclusive property of Lixoft and its licensors. The Software and Documentation are proprietary and are protected by copyright and/or trade secret law. All proprietary notices incorporated in or fixed to the Software or Documentation shall be duplicated by Licensee on all copies or extracts thereof and shall not be altered, removed or obliterated.
*** 8. WARRANTY/LIMITATIONS ON LIABILITY ***
8.1 For ninety (90) days from the date of delivery of the Software or a new Major Release to Licensee, Lixoft warrants that such Software when properly Used will operate in all material respects in conformity with its Documentation, and the Software media shall be free of defects. Licensee’s sole remedy in the event of nonconformity of the Software at Lixoft’s option will be replacement of the defective Software or a refund of the license fees paid for the affected Software or in the case of a new Major Release received as part of Support, the Support Fees paid for such Software for the current support year.
8.2 NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE SOFTWARE, GOODS OR SERVICES TO BE SUPPLIED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO WARRANTY IS MADE REGARDING THE RESULTS TO BE OBTAINED FROM ANY SOFTWARE OR SERVICES OR THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS.
Licensee acknowledges its responsibility to regularly back-up data and to adequately test prior to deployment each production version of the Software in a configuration that reasonably simulates Licensee’s planned production environment.
8.3 The Software is not fault-tolerant and is not designed, manufactured or intended for Use or resale in the on-line control of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage and Lixoft and its suppliers specifically disclaim any express or implied warranty of fitness for such purposes.
8.4 LIXOFT’s OBLIGATIONS PUSUANT TO THIS AGREEMENT ARE OBLIGATIONS OF MEANS (OBLIGATIONS DE MOYENS). THE TOTAL LIABILITY, IF ANY, OF LIXOFT AND ITS SUBSIDIARIES, SUPPLIERS OR LICENSORS, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY LICENSEE FOR THE SOFTWARE OR SERVICES WHICH GAVE RISE TO THE CLAIM. LIXOFT’S LICENSORS SHALL NOT BE LIABLE FOR DIRECT DAMAGES HEREUNDER. NEITHER LIXOFT NOR ANY OF ITS SUBSIDIARIES, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OR INACCURACY OF DATA, LOSS OF LICENSEES, LOSS OF GOODWILL OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
*** 9. TERMINATION ***
Lixoft may terminate a license if Licensee has not paid the fees due within 15 calendar days after written notice that payment is past due. Either party may terminate this Agreement upon any other material breach of this Agreement by the other party, which if remediable, has not been corrected within 60 calendar days after written notice. Upon termination of this Agreement, all licenses granted hereunder shall terminate, Licensee shall cease Using the Software and Documentation (whether or not modified or merged into other materials) and Licensee shall certify in writing to Lixoft that all copies (in any form or media) have been destroyed or returned to Lixoft.
Termination shall not relieve Licensee from paying all fees accruing prior to termination and shall not limit either party from pursuing any other available remedies.
Sections 5, 6, 7, 8, 9 and 10 shall survive termination of this Agreement.
*** 10. GENERAL ***
10.1 Neither this Agreement nor any license hereunder may be assigned (whether by operation of law or otherwise) by Licensee without Lixoft’s prior written consent.
10.2 This Agreement is the entire agreement of the parties and supersedes all previous and contemporaneous communications, representations, or agreements regarding the subject matter hereof. Purchase Orders shall be binding as to the products and services ordered, the fees due and the site for installation or performance of services as set forth on the face side of or a special attachment to the order. Other terms and preprinted terms on or attached to any Purchase Order shall be void.
10.3 Licensee shall not transfer, directly or indirectly, any restricted Software or technical data received from Lixoft or its subsidiaries, or the direct product of such data, to any destination or entity subject to export restrictions under E.U. laws, U.S. law or any other applicable law, unless prior written authorization is obtained from the appropriate U.S. agency.
10.4 No delay or default in performance of any obligation by either party, excepting all obligations to make payments, shall constitute a breach of this Agreement to the extent caused by force majeure.
10.5 All notices relating to this Agreement shall be in writing and delivered by overnight delivery service or first class prepaid mail with return receipt requested, to the address of such party specified above (in the case of Lixoft to the attention of its General Counsel) or the address specified by such party in accordance with this Section.
10.6 If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of this agreement shall not be deemed a waiver of such term.
10.7 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF FRANCE EXCLUDING ANY CONFLICTS OF LAWS RULES. IT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED. ANY DISPUTE WHICH MAY ARISE BETWEEN THE LICENSEE AND LIXOFT CONCERNING THE FORMATION, CONSTRUCTION, VALIDITY, PERFORMANCE AND/OR TERMINATION OF THIS AGREEMENT, WILL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF PARIS, FRANCE, NOTWITHSTANDING A PLURALITY OF DEFENDANTS OR GUARANTEE CLAIMS. THIS JURISDICTION APPLIES ALSO TO SUMMARY AND CONSERVATORY PROCEEDINGS. NOTWITHSTANDING THE FOREGOING, LIXOFT WILL BE ENTITLED TO BRING ACTIONS RELATING TO THE PROTECTION OF ITS INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE IN THE COURTS OF ANY TERRITORY WHERE ANY INFRINGEMENT OCCURS OR IS ALLEGED TO OCCUR.
