ACADEMIC RESEARCH USE LICENSE AGREEMENT

This Agreement (hereinafter "this Agreement") is made and entered into today ("Effective Date") by and between The Trustees of Columbia University in the City of New York (hereinafter "Columbia"), a New York non-profit corporation, having a principal place of business at 80 Claremont Avenue, 4th Floor MC9606, New York, NY 10027 and {{licensee.organization_name}} (hereinafter "Licensee").

Whereas, Columbia owns certain rights in a certain database developed in the laboratory of Dr. Sahar Gelfman ("Provider Scientist") described in Appendix A (the "Database");

Whereas, Columbia is willing to provide an academic research-use license to Licensee to allow Dr. {{licensee.first_name}} {{licensee.last_name}} ("Recipient Scientist") to conduct academic research described in Appendix B ("Research") using the Database while employed at Licensee, upon the terms and conditions herein set forth;

Now Therefore, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

1. DELIVERY; RIGHT TO INSPECT

1.1 Licensee accepts the Database on an "AS IS, AS PROVIDED" basis. The Database is the product of academic research, and Columbia does not represent that it is free from errors or is suitable for any particular task.

1.2 Columbia reserves the right to inspect Licensee's use of the Database and related information specified herein from time to time for the purpose of verifying Licensee's compliance with this Agreement. Licensee agrees to reasonably cooperate with Columbia in any such inspections.

2. USE; OWNERSHIP; PROPRIETARY PROTECTION

2.1 Columbia hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable, revocable, royalty-free academic research use license to use the Database and Confidential Information (hereinafter defined) solely for Research conducted by Recipient Scientist or employees or students of Licensee working under Recipient Scientist's direction. Licensee shall use the Database and Confidential Information solely for such purpose and the sale, sublicense, assignment, transfer, creation of derivative works or any commercial use whatsoever of the Database or Confidential Information is expressly forbidden without Columbia's prior written consent. The Database and Confidential Information shall not be used in research not described in Attachment B or any research where Recipient Scientist is not the principal investigator without Columbia's prior written consent. Licensee will not and will not permit any Licensee researchers or third parties to reverse compile or reverse engineer the Database.

2.2 The Database and information disclosed or provided by Columbia relating thereto contain Confidential Information of Columbia. All Confidential Information has been entrusted to Licensee for use only as expressly authorized under this Agreement. Licensee shall devote its best efforts, consistent with the practices and procedures under which it protects its own most valuable proprietary information and materials, but no less than a reasonable standard of care, to protect the Database and associated Confidential Information against any unauthorized use or disclosure. Consistent with the foregoing, Licensee shall maintain in confidence and shall not disclose to any third party nor shall Licensee and its permitted third parties use or exploit in any way for its benefit or for the benefit of any third party, any Confidential Information for a period of five (5) years following termination of this Agreement, unless such information ceases to be Confidential Information prior to the end of such five (5) year period through no fault of Licensee, or Licensee and Columbia enter into a written agreement authorizing same.

2.3 For purposes of this Agreement, "Confidential Information" means any information relating to the Database, including know-how, copyrights, trademarks, designs, data, algorithms, code, patent applications and oral communications directly relating to the Database, and information not relating to the Database that is disclosed to Licensee in the manner set forth hereinafter. All such information shall be Confidential Information, including information disclosed or provided to Licensee prior to the date of this Agreement, unless such information (i) was already known to Licensee prior to the disclosure or provision thereof by Columbia, (ii) has been published or is published hereafter, unless such publication is a breach of this Agreement, (iii) is received by Licensee from a third party not under any obligation of confidentiality with respect thereto, or (iv) is independently developed by Licensee without use of or reference to the Confidential Information.

2.4 Licensee agrees that the Database and Confidential Information shall not be used: i) as the basis of a commercial product or service, ii) to perform services for the benefit of a commercial entity or research funded by a commercial entity, or iii) otherwise adapted to circumvent the need for obtaining a license from Columbia (if one is then available) for the use of the Database or Confidential Information. The Database and Confidential Information will not be subject to the terms of any consulting, option, license, sponsored research, material transfer, or any other agreement in which a third party (other than the U.S. government) obtains rights to intellectual property arising from the Research without the express, prior written approval of Columbia.

2.5 Columbia shall have no obligation to maintain, correct, support or update the Database or Confidential Information.

2.6 This Agreement conveys to Licensee only a limited right to use the Database, fully terminable in accordance with the provisions of this Agreement. Licensee shall not make any derivatives of the Database or Confidential Information and shall not assert any right, title, or interest in or to the Database or Confidential Information. Title to the Database (including copyright) and Confidential Information, including any derivatives thereof, remains 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 Database (and any associated Confidential Information).

2.7 The Database is being provided as part of a collaborative research study between Provider Scientist and Recipient Scientist. Provider Scientist and Recipient Scientist will inform each other of the results of the Research by personal written communication. Recipient Scientist agrees to acknowledge the source of the Database in all publications and presentations reporting the use of the same. The specific language for such acknowledgment shall be provided by Provider Scientist to Recipient Scientist.

3. TERM OF AGREEMENT; TERMINATION

3.1 The term of this Agreement shall commence on the Effective Date and shall continue until the earlier of (i) the date on which Recipient Scientist's employment with Licensee terminates, (ii) one (1) year from the Effective Date unless the parties hereto agree in writing to extend the term, or (ii) thirty (30) days following Licensee's receipt from Columbia of written notice of Licensee's breach of this Agreement if Licensee fails to cure such breach within the thirty (30) day period.

3.2 Upon termination of this Agreement, Licensee shall cease use of the Database and Confidential Information, return the same to Columbia and destroy any notes or other documents referencing or containing the Database or Confidential Information.

3.3 Sections 2.2, 2.3, 2.6, 3.2, 3.3, and Articles 4 and 7 shall survive termination or expiration of this Agreement.

4. NO WARRANTIES; LIMITATIONS ON TYPES OF DAMAGES

4.1. ANY AND ALL INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY AND OTHER PROPERTY AND RIGHTS GRANTED AND/OR PROVIDED BY COLUMBIA PURSUANT TO THIS AGREEMENT, INCLUDING THE DATABASE AND/OR THE CONFIDENTIAL INFORMATION ARE GRANTED AND/OR PROVIDED ON AN "AS IS" BASIS. COLUMBIA MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, AND ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLUMBIA DOES NOT MAKE ANY WARRANTY OF ANY KIND RELATING TO EXCLUSIVITY, INFORMATIONAL CONTENT, RESULTS TO BE OBTAINED FROM USE, FREEDOM FROM PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT AND/OR FREEDOM FROM THEFT OF TRADE SECRETS. Licensee IS PROHIBITED FROM MAKING ANY EXPRESS OR IMPLIED warranty TO ANY THIRD PARTY on behalf of COLUMBIA RELATING TO ANY MATTER, INCLUDING the application of or the results to be obtained FROM the information, materials, services, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS, INCLUDING THE DATABASE AND/OR THE CONFIDENTIAL INFORMATION GRANTED AND/OR PROVIDED by COLUMBIA puRsuant to this agreement.

4.2 Columbia shall not be liable for any use of the Database and/or Confidential Information by Licensee or any third party (including any breach of this Agreement) or for Licensee's or any third party's loss of profits or for incidental, indirect, special or consequential damages arising out of or relating to this Agreement, even if Columbia has been advised of the possibility of such damages or has or gains knowledge of the existence of such damages.

4.3 To the fullest extent permitted by law, Columbia and its trustees, officers, employees, and agents (collectively, "Columbia Indemnitees"), will be indemnified, defended by counsel acceptable to Columbia, and held harmless by Licensee from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys' fees and other costs and expenses of defense) (collectively, "Claims"), based upon, arising out of, or otherwise relating to Licensee's use of the Database and/or Confidential Information.

5. NOTICES

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, addressed to it at its address below, or as it shall designate by written notice given to the other party:

In the case of Columbia, to the following address:

Executive Director

Columbia Technology Ventures

80 Claremont Avenue, 4th Floor MC9606

New York, NY 10027

In the case of Licensee, to the following address:

6. EXPORT CONTROL

6.1 Licensee agrees to comply with U.S. export laws and regulations pertaining to the export of technical data, services and commodities, including the International Traffic in Arms Regulations (22 C.F.R. - 120 et seq.), the Export Administration Regulations (15 C.F.R. - 730 et seq.), the regulations administered by the Treasury Department's Office of Foreign Assets Control (31 C.F.R. - 500, et seq.), and the Anti-Boycott Regulations (15 C.F.R. - 760). The parties shall cooperate with each other to facilitate compliance with these laws and regulations.

6.2 Licensee understands that sharing controlled technical data with non-U.S. persons is an export to that person's country of citizenship that is subject to U.S. export laws and regulations, even if the transfer occurs in the United States. Licensee shall obtain any necessary U.S. government license or other authorization required pursuant to the U.S. export control laws and regulations for the export or re-export of any commodity, service or technical data covered by this Agreement, including technical data acquired from Columbia pursuant to this Agreement and products created as a result of that data.

6.3 The Licensee further represents that the Licensee has taken all actions necessary or appropriate to make the agreement enforceable in the Licensee's home country and Licensee, including, if necessary printing, signing, and retaining a copy of the license. Licensee represents that the Licensee is not (and is not owned or controlled in whole or in part by) a Specially Designated National or a Blocked Person as those terms are defined by the U.S. Office of Foreign Assets Control, and is not otherwise barred under U.S. and other applicable law from obtaining, possessing, and using the software and materials that are the subject of the license. Licensee further represents that the Licensee will not use the software for any purposes prohibited by the U.S. export and trade controls laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

7. MISCELLANEOUS

7.1 Neither party may assign or transfer its rights or obligations under this Agreement without the prior consent of the other party, and any attempt to do so shall be void.

7.2 Except as expressly provided for herein, Licensee shall not use Columbia's name, seal, logotype, trademark, or service mark, or the name, mark, or logotype of any Columbia faculty, employee or student in any way without the prior written consent of Columbia in its sole discretion.

7.3 This Agreement shall be construed and governed in accordance with the laws of the State of New York, without giving effect to conflict of law provisions of any jurisdiction.

7.4 All remedies available to either party for one or more breaches by the other party shall be cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act on a breach of this Agreement by the other party shall not be deemed a waiver of said breach or a waiver of future breaches unless such a waiver is in writing and is signed by the party against whom enforcement is sought.

7.5 The parties do not intend that any agency, partnership, joint venture, or exclusive relationship is created between the parties by this Agreement, and each party is free to pursue relationships and opportunities with others similar to those contemplated by this Agreement. Nothing in this Agreement shall be construed as obligating the parties to enter into any subsequent agreement or relationship.

7.6 This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only by a writing signed by the party against whom enforcement thereof is sought.

7.7 If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, then such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

Acknowledged:

By: {{licensee.first_name}} {{licensee.last_name}}

Recipient Scientist

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Appendix A

Description of the Database:

TraP Database - The database holds Transcript-inferred Pathogenicity (TraP) scores for all human genic regions, the score uses sequence context alterations to reliably identify non-coding variation that causes disease.

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Appendix B

Description of Research:

TraP database, Free Academic