COLUMBIA UNIVERSITY TraP SCORES NON-EXCLUSIVE LICENSE -- COMMERCIAL USE

This Agreement dated {{general.effective_date}} ("Effective Date") is made by and between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a non-profit private educational institution, having a principal place of business at c/o Columbia Technology Ventures, 80 Claremont Avenue, 4th Floor, MC 9606, New York, New York 10027, U.S.A. ("Columbia"), and {{licensee.organization_name}}, (hereinafter referred to as "Licensee" (individually "Party" or collectively "Parties") agree as follows:

Background

Columbia desires to make its TraP Scores data publicly available in support of its mission to disseminate its scholarly works.

Licensee desires to obtain TraP Scores data for internal research use at Licensee's site and distribution in Licensee's Services.

1. Definitions

1.1. "Agreement" means this Non-Exclusive License Agreement.

1.2. "Annual License Fee" means the annual amounts due by Licensee under Section 5.

1.3. "Effective Date" means the latest date upon which this Agreement is fully executed by Licensee and Columbia.

1.6. "Licensed End User" means a third party who is receiving Licensed Services and whose sole use to the TraP Scores is as part of Licensee's Licensed Service with no rights to provide access to other parties.

1.9. "Licensed Services" means any Licensee product or service that uses all or any part of the Trap Scores and/or Derivatives.

1.10. "Derivatives" mean any means any product or service that is based on or derived from the TraP Scores, including but not limited to a revision, modification, improvement, enhancement, correction, translation, abridgment, condensation, expansion, or any other form in which the TraP Scores may be recast, transformed, or adapted including any and all processed, reprocessed or enhanced TraP Scores, interpretations, reports or analyses. Derivatives may also include, but are not limited to, corrections, translations, stylistic restructuring, addition or deletion of data or enhancement of existing functions of the data, changes or additions required to integrate the data into other applications and other adaptations of the TraP Scores.

1.11. "Technical Contact" means the individual authorized by Licensee to receive the TraP Scores and conduct all technical correspondence with Columbia as listed on Attachment B.

1.12 "Territory" means worldwide.

1.13 "TraP Scores" means Transcript-inferred Pathogenicity scores pre-computed for 20,686 human protein coding genes. The current version of the data, as available on the Effective Date, is specified in Attachment A (in the format specified).

2. Grant

2.1. Subject to the terms and conditions of this Agreement, and provided that Licensee pays the Annual License Fee, Columbia hereby grants, and Licensee accepts, a limited, non-exclusive, non-transferable license to use and modify the TraP Scores to make, use, distribute, market and sell Derivatives in the Territory solely for (i) internal research purposes and (ii) use in Licensed Services provided to Licensed End Users.

2.2. Licensee shall have the right to grant sublicenses to Licensed End Users only to the extent necessary to provide Licensed Services to End Users. Other than the sublicense right to End Users provided in this Section 2.2, Licensee shall have no right to grant sublicenses under this Agreement.

2.3. All rights not specifically granted herein are reserved to Columbia. Title to the TraP Scores shall at all times remain solely and exclusively with Columbia. Columbia claims and reserves to itself all rights and benefits afforded under U.S. copyright law and all international copyright conventions in the TraP Scores. Except as expressly provided under this Section 2.3, no right or license is granted (expressly or by implication or estoppel) by Columbia to Licensee under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-how, technical information, data or other proprietary right. Licensee will not and will not permit any Licensee researchers or third parties to reverse compile or reverse engineer the TraP scores.

2.4. Licensee acknowledges that Columbia may create and publish Columbia owned Modifications to TraP Scores that may be substantially similar or functionally equivalent to Licensee's Modifications. The TraP Scores shall not be disclosed in, referred to, or utilized in connection with any patent application filed by the Licensee without first obtaining Columbia's written consent.

3. No Use of Names

Licensee will not use the name, trademarks, insignia, or symbols of Columbia, its faculties or departments, or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student of Columbia for any purpose whatsoever without Columbia's prior written consent.

4. Delivery

Columbia shall provide Licensee access to the TraP Scores (as described in Attachment A) by means of Internet transmission (email and/or ftp) within 10 business days following execution of this Agreement and receipt of payment specified herein. Licensee hereby authorizes Columbia to deliver the TraP Scores to the Licensee Technical Contact.

5. Annual License Fee

In consideration of the license granted under Section 2 of this Agreement, Licensee shall pay Columbia a nonrefundable, non-recoverable and non-creditable annual license fee ("Annual License Fee") in the sum of US $5,000 payable for each respective license year starting on the Effective Date and recurring every anniversary thereof for the term of the agreement as specified in Section 6.1. Licensee shall pay the first annual license fee within five business (5) days of the Effective Date. Licensee shall be responsible for any charges, taxes and/or customs duties associated with payments made under this Agreement.

6. Term and Termination

6.1. This Agreement becomes effective upon the Effective Date and, unless sooner terminated in accordance with any of the provisions herein, remains in full force and effect for a term of one year, renewable for additional one year terms upon payment of the Annual License Fee at least 60 days prior to the end of the active term. Columbia reserves the right to notify the Licensee, at least 90 days prior to the end of the active term, of any increase in the Annual License Fee. Such notice will be delivered in writing to Licensee and state the new Annual License Fee for the upcoming term if renewed by Licensee.

6.2. Licensee may terminate this Agreement at any time upon written notice to Columbia. The termination shall be effective 90 days from date of notice.

6.3. Columbia may terminate this Agreement upon notice if Licensee is determined to be, in the sole discretion of Columbia, in material breach of this Agreement. The termination shall be effective 30 days from the date of notice. If the specified breach is cured before the effective date of termination, the Agreement shall not be terminated and the notice thereof shall have no effect.

6.4. Sections 2.3, 2.4, 3, 6.4, 6.5 7, 8, 9.01, 9.04, 9.05 and 9.08 will survive the expiration or termination of this Agreement. Any termination of this Agreement shall not adversely affect any rights or obligations that may have accrued to either party prior to the date of termination.

6.5. After termination or expiration of this Agreement, Licensee shall not use and modify the TraP Scores to make, use, distribute, market and sell Derivatives in the Territory solely for (i) internal research purposes and (ii) use in Licensed Services provided to Licensed End Users. Licensee shall certify in writing to Columbia within 10 days after termination that the TraP Scores, all copies made by Licensee during the term of this Agreement, and all Modifications thereof have been destroyed.

7. Indemnity, Insurance, No Representations, Limitation Of Liability

7.01 Licensee shall indemnify, defend and hold Columbia, its trustees, officers, employees and affiliates, harmless against all claims, liabilities, and expenses, including legal expenses and reasonable attorneys' fees, arising out of this Agreement, including the death or injury of any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from (i) use and/or modification of the TraP Scores; and (ii) the manufacture, sale, use, reproduction, distribution or marketing of Derivatives by Licensee.

7.02 Licensee must maintain reasonable levels of commercial general liability insurance to cover its activities under this Agreement. Columbia shall have the right to require such insurance policies or certificates of insurance, at Columbia's discretion, to be made available for Columbia's inspection.

7.03 COLUMBIA IS LICENSING THE TRAP SCORES ON AN "AS IS" BASIS. COLUMBIA MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, COLUMBIA MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT THE USE OF ANY RIGHTS GRANTED HEREUNDER WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT OF A THIRD PARTY.

7.04 In no event shall Columbia, or its trustees, officers, faculty members, students, employees and agents, have any liability to Licensee or any third party arising out of the use, operation or application of the TraP Scores or Derivatives by Licensee, or any third party for any reason, including but not limited to, the unmerchantability, inadequacy or unsuitability of the TraP Scores or Derivatives, including fitness for any particular purpose or to produce any particular result, or for any patent or latent defects therein.

7.05 In no event will Columbia, or its trustees, officers, faculty members, students, employees and agents, be liable to the Licensee, or any third party, for any consequential, incidental, special or indirect damages (including, but not limited to, from any destruction to property or from any loss of use, revenue, profit, time or good will) based on activity arising out of or related to this Agreement, whether pursuant to a claim of breach of contract or any other claim of any type.

7.06 In no event shall Columbia's liability to Licensee exceed the payments made to Columbia by Licensee under this Agreement.

7.07 The parties hereto acknowledge that the limitations and exclusions of liability and disclaimers of warranty set forth in this Agreement form an essential basis of the bargain between the parties.

8. Notices

8.1 Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and shall be considered given (i) when mailed by certified mail (return receipt requested), postage prepaid, or (ii) on the date of actual delivery by hand or overnight delivery, with receipt acknowledged,

if to Columbia, to:

Executive Director

Columbia Technology Ventures

80 Claremont Avenue, #4F

New York, NY 10027-5712

copy to:

General Counsel

Columbia University

412 Low Memorial Library

535 West 116th Street, Mail Code 4308

New York, New York 10027

if to the Licensee, to:

or to such other address as a party may specify by notice hereunder.

9. General

9.1 This Agreement is subject to, and Licensee will comply with, all United States laws and regulations controlling the export of technical data and other commodities and technology to which such laws and regulations may apply.

9.2 The failure of any party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party thereafter of the right to insist upon strict adherence to that term or any other term of this Agreement. All waivers must be in writing and signed by an authorized representative of the party against which such waiver is being sought. The pursuit by either party of any remedy to which it is entitled at any time or continuation of the Agreement despite a breach by the other shall not be deemed an election of remedies or waiver of the right to pursue any other remedies to which it may be entitled.

9.3 This Agreement and all rights and obligations hereunder may not be assigned by either party without the written consent of the other party. Any attempt to assign without compliance with this provision shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns to the extent assignment is permitted under this Agreement.

9.4 It is the express intention of the parties that the relationship of Columbia and the Licensee shall be that of independent contractors and shall not be that of agents, partners or joint venturers. Nothing in this Agreement is intended or shall be construed to permit or authorize either party to incur, or represent that it has the power to incur, any obligation or liability on behalf of the other party.

9.5 This Agreement, together with the Exhibits, sets forth the entire agreement between the parties concerning the subject matter hereof and supersedes all previous agreements, written or oral, concerning such subject matter. This Agreement may be amended only by written agreement duly executed by the parties

9.6 In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid, illegal or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provisions held to be unenforceable, unless such construction would materially alter the meaning of this Agreement.

9.7 Except as expressly set forth herein, the parties hereto agree that there are no third-party beneficiaries of any kind to this Agreement.

9.8 This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New York as applicable to agreements made and wholly performed within the State of New York, and without reference to the conflict or choice of laws principles of any jurisdiction. Unless otherwise separately agreed in writing, the parties agree that any and all claims arising under or related to this Agreement shall be heard and determined only in either the United States District Court for the Southern District of New York or in the courts of the State of New York located in the City and County of New York, and the parties irrevocably agree to submit themselves to the exclusive and personal jurisdiction of those courts and irrevocably waive any and all rights any such party may now or hereafter have to object to such jurisdiction or the convenience of the forum.

9.9 This Agreement may be executed in counterparts, and by facsimile or electronic transmission.

IN WITNESS WHEREOF, Columbia and the Licensee have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.

LICENSEE:

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Attachment A

TraP Scores

The TraP-score licensed under this agreement shall be in 25 gzip compressed tab-delimited text files covering 20,686 GRCH37/hg19 protein coding genes.

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Attachment B

Contact Information Licensee Technical Contact

Name

Title

Phone

Mailing Address

City, State, Zip

TraP database, Commercial