This END-USER LICENSE AGREEMENT ("EULA") is a legally binding agreement between you and CombiMatrix Corporation ("CombiMatrix") for the Software identified below.

COMBIMATRIX IS WILLING TO LICENSE THE SOFTWARE IDENTIFIED BELOW TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS EULA. PLEASE READ THIS EULA CAREFULLY. BY INSTALLING AND/OR USING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THIS EULA. YOU MUST INDICATE ACCEPTANCE OF THE TERMS OF THIS EULA BY SELECTING THE "I AGREE" BUTTON AT THE BOTTOM OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "CANCEL" BUTTON AT THE BOTTOM OF THIS EULA AND THE INSTALL PROCESS WILL NOT CONTINUE.

1. DEFINITIONS. "Software" means the CombiMatrix software products including, but not limited to, ProbeWeaver version 1.0.9, Layout Designer version 4.3.0, GAL File Tool version 2.1.0, and Microarray Imager version 5.9.2 in binary form and includes any other machine readable materials (including, but not limited to, libraries, source files, header files, and data files), any updates or error corrections provided by CombiMatrix, and any user manuals, programming guides, and other documentation provided by CombiMatrix.

2. LICENSE GRANTED. Subject to the terms and conditions of this EULA, CombiMatrix hereby grants to you a non-exclusive, non-transferable, limited license without a license fee to install and/or use internally Software complete and unmodified for the sole purpose of use in conjunction with or in support of the use of CombiMatrix products purchased from CombiMatrix or an authorized subsidiary, distributor, or reseller. CombiMatrix reserves the right to charge a license fee for newer versions of Software. CombiMatrix is under no obligation to notify you of newer versions of Software or to provide to you newer versions of Software. This EULA incorporates by reference the CombiMatrix Corporation Terms and Conditions, which is available upon request and is posted on the CombiMatrix Internet website at http://webapps.combimatrix.com/customarray/termsandconditions.jsp.

3. RESTRICTIONS. Software is confidential. Title to Software and all associated intellectual property rights are retained by CombiMatrix and/or its licensors. You may not modify, decompile, or reverse engineer Software except and only to the extent that applicable law expressly permits modification, decompiling, or reverse engineering. No right, title, or interest in or to any trademark, service mark, trade dress, logo, or trade name of CombiMatrix or its licensors is granted under this EULA. Your use of or access to third party software that may require you to obtain a separate license directly from such third party shall be governed by such third party license in lieu of this EULA. CombiMatrix reserves the right to terminate any CPU intensive processes running on CombiMatrix's servers. This paragraph shall survive termination of this EULA.

4. NO WARRANTY. Software is provided "AS IS". CombiMatrix does not warrant that the Software is free of defects and does not warrant that the Software will work with third party Software. At the option of CombiMatrix, CombiMatrix may provide support to you for the Software, may fix defects or bugs in the Software, or may develop newer versions of the Software; however, CombiMatrix is not under any obligation whatsoever to provide such support, fix defects or bugs, or develop newer versions. Any support, fixing of defects or bugs, or development of newer versions does not create any implied right through course of performance or otherwise that CombiMatrix will provide future support, fix defects or bugs, or develop newer versions and does not waive the right of CombiMatrix to refuse, at any time, to provide you with support, fix defects or bugs, or develop newer versions. Your exclusive remedy and CombiMatrix's entire liability under this limited warranty will be at CombiMatrix's option to provide a new copy of Software or refund any fee paid for Software if a fee was paid by you. ANY IMPLIED WARRANTIES ON THE SOFTWARE ARE EXPRESSLY DISCLAIMED.

5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY. THE WARRANTIES AND REMEDIES PROVIDED IN THIS EULA ARE EXCLUSIVE. UNLESS SPECIFIED IN THIS EULA, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL COMBIMATRIX OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF COMBIMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will CombiMatrix's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

6. TERMINATION. This EULA is effective until terminated. You may terminate this EULA at any time by destroying all copies of Software. This EULA will terminate immediately without notice from CombiMatrix if you fail to comply with any provision of this EULA. Either party may terminate this EULA immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon Termination, you must destroy all copies of Software.

7. EXPORT REGULATIONS. All Software and technical data delivered under this EULA are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

8. TRADEMARKS AND LOGOS. You acknowledge and agree as between you and CombiMatrix that CombiMatrix owns the COMBIMATRIX, CUSTOMARRAY, PORTRAITARRAY, MATRIXARRAY, HYB AND SEQ, DESIGN-ON-DEMAND, QUADROCAS, CMDX COMBIMATRIX MOLECULAR DIAGNOSTICS, and PLATFORM FOR DISCOVERY trademarks and all COMBIMATRIX, CUSTOMARRAY, PORTRAITARRAY, MATRIXARRAY, HYB AND SEQ, DESIGN-ON-DEMAND, QUADROCAS, CMDX COMBIMATRIX MOLECULAR DIAGNOSTICS, and PLATFORM FOR DISCOVERY-related trademarks, service marks, logos and other brand designations ("CombiMatrix Marks"). Any use you make of the CombiMatrix Marks inures to CombiMatrix's benefit.

9. U.S. GOVERNMENT RESTRICTED RIGHTS. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this EULA; this grant of rights is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

10. GOVERNING LAW. Any action related to this EULA will be governed by Washington law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. You submit to jurisdiction in Washington and to venue in Snohomish County, Washington.

11. SEVERABILITY. If any provision of this EULA is held to be unenforceable, this EULA will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this EULA will immediately terminate.

12. INTEGRATION. This EULA is the entire EULA between you and CombiMatrix relating to the subject matter herein. This EULA supersedes all prior or contemporaneous oral or written communications, proposals, representations, and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this EULA. No modification of this EULA will be binding, unless in writing and signed by an authorized representative of each party.

For inquiries please contact: CombiMatrix Corporation, 6500 Harbour Heights Parkway, Suite 303, Mukilteo, Washington 98275, U.S.A., (425) 493-2000.

Software EULA - v1.3