USE OF THE LABONWEB SERVICES IS SUBJECT TO ACCEPTANCE OF ALL OF THE FOLLOWING TERMS AND CONDITIONS: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU (HEREINAFTER:"USER") AND THE SUPPLIER OF THE SERVICE, COMPUGEN, LTD. (HEREINAFTER: "THE COMPANY").

Terms and conditions for all Users

1.1   User may use the Site solely in connection with research on individual genes,

or for basic research, drug discovery, and/or diagnostics test-design, within the scope of User's life science research.

1.2   User may not use the Site in any other manner, including but not limited to:

(a)    Providing use or access to the Site to any third party, selling, leasing,

renting, sublicensing, or transferring in any other manner the Site or the right to use and/or access the Site or any underlying software, technology or other information, including any printed materials of same.

(b)    The development of research products, instruments, reagents, and/or

services, including the design or optimization of large-scale analysis commercial product such as DNA arrays or chips. ANY USE OF THE SITE AND/OR THE DATA OBTAINED THEREFROM FOR COMMERCIALIZATION OF THE DATA AVAILABLE THROUGH THE SITE WILL REQUIRE A SPECIFIC, SEPARATE LICENSE-AGREEMENT.

(c)    Creation of derivative works of or other works or modifications of the

Site or any underlying software and/or technology. Downloading or reconstructing the underlying databases, including use of automated download robots, search agents, or similar tools for any purpose whatsoever. Reverse engineering, decompiling, disassembling, or otherwise attempting to decipher the source code of the Site or any part thereof.

(d)    User may not commit any action that is intended to or which may

damage the Site, its activity and/or its use by the Company and/or any third party, nor will the User attempt to obtain any information, proprietary or other, provided to the Site by the Company and/or any other Users.

1.3   The Company may assign all its rights and/or liabilities

under this Agreement and/or the License to any third party. This Agreement and the License will inure to the benefit of and be binding upon the successors and permitted assigns of the Company.

1.4   THIS LICENSE WILL AUTOMATICALLY TERMINATE IF USER DOES

NOT COMPLY WITH THE TERMS OF THIS AGREEMENT.

2.1   License shall become effective on the date when the Company has accepted

and acknowledged the User filled Registration Form, which is attached hereunder. FILLING IN AND ELECTRONICALLY SUBMITTING THE REGISTRATION FORM CONSTITUTES THE USER'S ACCEPTANCE THE TERMS OF THIS AGREEMENT.

2.2   The License will remain in force until either party terminates it.

2.3   The User hereby agrees that the Company may, without notice or cause,

discontinue, temporarily or permanently, the Site and/or License, and that the Company may, change the Site and/or the terms of this agreement and/or the license as long as such changes are immaterial. THE COMPANY MAY TERMINATE THIS LICENSE, AT ANY TIME, WITH OR WITHOUT CAUSE, WITH IMMEDIATE EFFECT.

2.4   In case the Company wishes to materially modify the terms of the license or

this agreement, including a decision to collect royalties or other monetary fees for use of the Site and/or for the License and/or any decision to change the costs of such use, User will be notified of same in accordance with Section #7 below, and may have the option of either terminating the agreement or accepting the amended form.

2.5   User specifically agrees that User will be not entitled to any compensation

and/or remuneration in case of modification, discontinuation and/or termination of this agreement and/or the License and/or the Site.

3.1   Subject to User's full compliance with the terms of this agreement, any

research results obtained by User through legal and lawful use of the site, shall be User's sole property, and the Company specifically disclaims any right to royalties and other rights in respect of such results, and/or any patents, inventions, and/or know-how scientific publications that will arise therefrom.

3.2   Notwithstanding the above, User undertakes that in any scientific publication

which comprises any results obtained through use of the Site, User will specifically mention and acknowledge the services provided via the Site and the Company and their contribution to the research results.

4.1   User agrees to provide certain information as requested in the registration

form attached hereunder.

4.2   User undertakes to:

(a)     Provide full, accurate, current and complete information as required in

the Registration Form (hereinafter: "User Details"), and

(b)     Maintain and promptly update the User Details to keep them full,

accurate, current and complete.

(c)     User specifically undertakes to register using only one e-mail address,

which may be replaced by User from time to time according to changes in User's Details. Use of multiple e-mail addresses is specifically prohibited.

4.3   Summary statistics are created from the Site logs in order to measure the

number of visitors to the various sections of the Site and to help make the Site more useful. The Company will not give, share, sell or transfer any statistical information to any third party, and will not use such statistical information for any purpose other than the operation and improvement of the services provided by the Site or in the development of similar services.

5.1   The Company - No Warranty or Liability

(a)     Use of the Site is provided on an 'as is' basis, and the Company

expressly disclaims all implied warranties, including but without limitation in respect of quality of results obtained by use of the Site, fitness of the Site and/or the results obtained through use of the Site for any particular purpose.

(b)     The Company expressly disclaims any warranty that the research

results that will be obtained through the Site will not be subject to third party rights, including patent rights, whether registered or not, nor that another party is not researching the same gene or has not reached the same results, whether through use of the Site or otherwise.

(c)     The Company expressly disclaims any warranty that use of the Site will

be without error, uninterrupted, or secure.

5.2   The User - Liability, Warranty and Indemnification

(a)     User acknowledges that the research results will be given to each User

as a direct result of the data fed into the Site by same User, and that in cases where more than one User input the same or highly similar data, it is likely that the research results these Users will receive will be highly similar if not identical. User accepts full responsibility to the outcome of such occurrence, including without limitation, any damages and/or lost profit. User agrees that if it obtains a patent or other enforecable intellectual property rights in or related to research results, it shall not sue Company alleging direct or contributory infringement, or inducement to infringement, of such patent due to the inclusion of such information, data and/or composition in the Site or in other Company products.

(b)     User agrees that the Company shall not be liable for any damages,

direct, or indirect, including without limitation, any and all damages for lost data or lost profits.

(c)     User agrees and acknowledges that User shall be solely responsible

for any resulting damage caused in connection with the access and/or use of the Site, directly or indirectly, including but without limitation, any damage to User's data, research Plan, computer hardware or software.

(d)     User undertakes to indemnify the Company and hold it harmless from

any claim or demand made by any third party due to or arising out of User's use of the Site and/or User's breach of this Agreement and/or User's violation of any rights of any third party. User will cover all reasonable costs including attorneys' fees, incurred by the Company in defense against such allegations and for any sum of money paid by the Company as result of a judicial decision or reasonable out of court compromise.

8.1   User warrants that its use of the Site shall be according to any Law and

without breach of any rights of any third party, including but without limitation, a third party's intellectual property rights, including rights to research results and/or data. User specifically warrants that User will not to use and/or access the Site for any illegal or wrongful purposes.

8.2   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 to approximate the intent of the parties and all other provisions shall remain in full force and effect.

8.3   The Company's failure to exercise or enforce any right or provision of the

Agreement shall not constitute a waiver of such right or provision.

8.4   This Agreement will be governed by the laws of the state of New Jersey, USA,

without giving effect to its conflict of law principles, and sole jurisdiction is granted to the competent court in New Jersey, USA.

8.5   This Agreement constitutes the parties' final, exclusive and complete

understanding and all prior agreements and/or and understandings between the parties between the parties are hereby nullified.