LICENSING AGREEMENT/TERMS AND CONDITIONS FOR MERCK SHARP & DOHME CORP., A SUBSIDIARY OF MERCK & CO., INC. APPLICATION

Notice to User: Please read the following Licensing Agreement/Terms and Conditions carefully because it will apply to your access to and use of this Application, and constitute a legally binding agreement between you and Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc. ("Merck"). If you do not accept the terms of this Agreement, you will not be able to use the Application. Please exit this setup if you choose not to accept all of the terms and conditions.

TERMS AND CONDITIONS

1. DESCRIPTION OF THE APPLICATION. This Agreement governs your use of this Application, including, without limitation, the use of all content such as text, information, images, and audio, and the suite of services, integrated tools, programs, software, databases, helpers and other related items (collectively referred to as the "Application").

2. ACCESS. In order to use the Application, you may need access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such a connection to the World Wide Web.

3. DISCLAIMER AND NOTICE. The information contained on this Application, including, but not limited to clinical references, images, tools and other related items, are intended to be used as a reference resource and not as a complete reference. While care has been taken to confirm the accuracy of the information presented and to describe generally accepted practices, Merck, and its respective licensors, authors, editors, reviewers, contributors and publishers are not responsible for errors or omissions or for any consequences from application of the information herein and make no warranty, expressed or implied, with respect to the currency, completeness, or accuracy of the contents of the Application. Applying this information in a particular situation remains the licensee's responsibility. Merck & Co., Inc. does not endorse and is not responsible for the accuracy of the content from non-Merck sources, or for practices or standards of non-Merck sources.

4. MEDICAL INFORMATION/CONDITIONS. In addition, while there may be information on this Application related to certain medical conditions and/or their treatment should a medical condition exist, consult with your own physician or health care provider. Merck does not offer personalized medical diagnosis or patient-specific treatment advice. Indeed, your doctor or other health care professional, as a learned intermediary, is in the best position to assess, and provide information, about your medical condition and any treatment options. PLEASE CONSULT WITH YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL.

5. CONSENT TO USE OF DATA. You agree that Merck or others working for Merck may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, support and other services to you (if any) related to the Application. Merck or others working for Merck may use this information to improve and/or to provide to you its products, processes, services or technologies. Merck or others working for Merck may collect and/or use information that identifies you personally if you choose to provide such information to Merck or those working for Merck (e.g., by using a feedback function within the Application) or otherwise give your permission for such use. For more information about Merck's privacy practices, see http://www.merck.com/policy/commitment/home.html.

6. LICENSE GRANT. Subject to the terms of this Agreement, Merck hereby grants to you a limited, nonexclusive, nontransferable license to access and use the Application. You may not rent, lease, sell, sublicense, assign, reverse engineer, disassemble, modify, loan, distribute, export or otherwise transfer, or allow others to use the Application, technology or other information, including any printed materials of the same, nor may you create derivative works of or otherwise modify the same. This license will automatically terminate if you do not comply with the terms of this Agreement. You may not use, download, or export the Application in violation of any applicable laws or regulations.

7. SURVIVAL. The provisions of Sections 7, 8, 9, 10, 11, 12, 16, 17, 18 (and its subparts), and 19 shall survive any termination or expiration of these Terms and Conditions.

8. SUPPORT. Merck shall not have any obligation to provide you with any maintenance or support relating to the Application.

9. LINKS. Merck may provide, or third parties may provide, links to other World Wide Web sites or resources. Merck does not endorse and is not responsible for any data, software or other content available from non-Merck sites or resources and you acknowledge and agree that Merck shall not be liable, directly or indirectly, for any damage or loss relating to your use of or reliance on such data, software or other content.

10. DISCLAIMER OF WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MERCK DOES NOT MAKE ANY WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES MERCK MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APPLICATION OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE APPLICATION (INCLUDING THIRD PARTY CONTENT) OR THAT ANY DEFECTS IN THE APPLICATION WILL BE CORRECTED. MERCK AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE APPLICATION, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA OBTAINED THROUGH USE OF THE APPLICATION IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.

11. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT MERCK AND ITS RESPECTIVE LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST DATA, LOST PROFITS, OR BUSINESS INTERRUPTION ARISING FROM OR RELATING TO: (i) YOUR USE OF THE APPLICATION OR USE OF THE APPLICATION THROUGH YOUR ACCOUNT BY ANYONE ELSE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE DATA, INFORMATION OR SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE APPLICATION OR ITS USE. ADDITIONALLY, YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL DECISIONS REGARDING USE OF THE APPLICATION TO INPUT, STORE AND/OR TRANSFER PERSONAL DATA.

12. INDEMNIFICATION. You agree to indemnify, defend and hold Merck, its respective officers, employees and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or allegedly arising out of your use of the Application or any breach of this Agreement or violation of any rights of another.

13. TERMINATION. The license is effective until terminated by you or by Merck, which may be done at any time. Upon termination you shall cease to use and shall permanently remove or uninstall all copies of the Application in its entirety. Your rights under this license will terminate automatically without notice from Merck if you fail to comply with any term(s) of this license.

14. PROPRIETARY RIGHTS. You acknowledge that (a) the Application contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Merck and/or third parties own all right, title and interest in and to the Application and software provided through or in conjunction with the Application, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Application, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Application, (iii) use the Application to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Merck's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Application.

15. PROHIBITED USES OF APPLICATION. You agree not to resell the Application or use of or access to the Application. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Application.

16. ASSIGNMENT. You may not assign or transfer your rights under this Agreement without the prior written consent of Merck. Merck may assign all rights and liabilities under this Agreement to a subsidiary, affiliate or successor to all or a substantial part of its business and assets without your consent. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties.

17. ARBITRATION. Any controversy, claim or dispute arising out of or relating to the performance, construction, interpretation or enforcement of this Agreement, including disputes as to the scope of this clause, shall be resolved through good faith negotiations between the parties. If such efforts prove unsuccessful, all such controversies, claims or disputes shall be submitted to mandatory, final, confidential, binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C., § et seq. Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration award shall be final and binding and it may be confirmed and enforced in any court of competent jurisdiction. Each party shall pay for all attorney fees it incurred in connection with the arbitration and shall share equally in the costs of the arbitration.

18. GENERAL.

• 18.1 You agree to access and use the Application in accordance with all applicable laws and regulations, including, without limitation, state and federal laws and regulations. You agree not to use the Application for any illegal or wrongful purposes.
• 18.2 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.
• 18.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be reformed to as nearly as possible approximate the intent of the parties and all other provisions shall remain in full force and effect.
• 18.4 Merck's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
• 18.5 Section headings in this Agreement are used solely for the convenience of the parties and have no legal or contractual significance.
• 18.6 This Agreement constitutes the parties' final, exclusive and complete understanding and agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, oral or written, between the parties.
• 18.7 Force Majeure. No party shall be liable for a failure or delay in performing any of its obligations under this Agreement if, but only to the extent that such failure or delay is due to causes beyond the reasonable control of the affected party, including (i) acts of God; (ii) fire, explosion, or unusually severe weather; (iii) war, invasion, riot or other civil unrest; (iv) governmental laws, orders, restrictions, actions, embargoes or blockages; (v) national or regional emergency; and provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure or overcome any such causes and to resume performance of its obligations as soon as possible.

19. EXCLUSIONS AND LIMITATIONS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 10 AND 11 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND MERCK AND THE THIRD PARTIES' LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

20. CUSTOMER AGREEMENT. You hereby represent and warrant that you are legally bound by this Agreement when you download, install and or use the Application.

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