THE JACKSON LABORATORY JAX-CKB™ LICENSE AGREEMENT

This License Agreement (this “Agreement”) is made between you (“You,” “Your,” or “Licensee”) and The Jackson Laboratory (“Licensor” or “Jackson”). This Agreement grants to You a license to the JAX® Clinical Knowledgebase or JAX-CKB™ subject to Your acceptance of all the terms and conditions contained in this Agreement. Please read the terms and conditions carefully. You may accept the terms and conditions set forth herein by clicking the “I Agree” button below. If You do not agree to these terms, Licensor is unwilling to grant you the license contained in this Agreement and You should click on the “Cancel” button below. Your access to or use of the JAX-CKB™ shall be deemed Your acceptance of this Agreement.

1. DEFINITIONS
   1. “Effective Date” shall be the date Licensee first accesses or uses JAX-CKB™ or clicks the “I Agree” button accompanying this Agreement.
   2. “Field” shall mean Licensee’s internal use of the JAX-CKB for the interpretation of complex genomic profiles for translational and clinical research and development.
   3. “JAX® Clinical Knowledgebase” or “JAX-CKB™” shall mean the semi-automated/manually curated database of gene/variant annotations, therapy knowledge, diagnostic/prognostic information, and clinical trials related to oncology created by Jackson, as updated and improved by Jackson and currently available at ckbhome.jax.org.
   4. “Know-How” means all unpublished data and information developed at Jackson and included in the JAX-CKB that is made available to Licensee pursuant to this Agreement.
   5. “Licensee Personnel” means Licensee’s officers, employees, authorized agents and independent contractors.
   6. “Named Users” means those Licensee Personnel acting on behalf of and for the benefit of Licensee in accordance with this Agreement who have been named as individual named users of the Work on an applicable order or subscription form.
   7. “Subscription Fee” shall mean any fee Licensee remits to Jackson to gain access to the Work in accordance with the terms of this Agreement, including fees set forth on an applicable order or subscription form.
   8. “Term” shall mean the term of this Agreement, which shall commence on the Effective Date and shall continue for a period of one (1) year unless earlier terminated in accordance with the provisions of this Agreement.
   9. “Territory” shall mean worldwide.
   10. “Work” shall mean the copyrightable and/or copyrighted JAX-CKB and the Know-How.
2. GRANT OF RIGHTS
   1. Rights in and Ownership of JAX-CKB. Licensee acknowledges that: (a) Jackson is the sole and exclusive owner of all intellectual property and other proprietary rights in and to the Work, including but not limited to common law copyrights and other common law intellectual property rights and federal copyright registrations and other domestic or foreign intellectual property registrations, in each case regardless of whether existing, pending or granted as of or arising after the Effective Date; (b) Licensee shall do nothing inconsistent with such ownership, and Licensee shall not claim ownership rights in or to the Work or any derivative, compilation, sequel or series or related work owned by or used by Jackson; (c) Jackson retains all rights in and to the Work which are not expressly transferred herein; and (d) nothing in this Agreement shall give Licensee any right, title or interest in or to the Work other than the right to use the same in accordance with the license grant and limitations set forth in Section 2.2 and the other terms and conditions of this Agreement.
   2. Grant of License; License Limitations Subject to the terms of this Agreement and the full payment of all applicable fees, Jackson hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license, during the Term, under Jackson’s copyrights and other rights in the Work, to permit Licensee’s Named Users to access, display and use the Work for any lawful purposes within the Field in the Territory. Licensee acknowledges that its right to use the Work will be web-based only pursuant to the terms of this Agreement and the Work will not be installed on any servers or other computer equipment owned or controlled by Licensee. Nothing in this Agreement shall be construed to confer any rights upon Licensee except as expressly granted herein. Licensee may not use or exploit the Work other than as expressly permitted by this Agreement. The rights granted herein do not include the right to download, distribute, publicly display or otherwise provide the Work to any other third party for any access or use, or the right to access or use the Work for a third party. Licensee may not, nor may Licensee permit or authorize any third party to: (i) reproduce, copy, screen-scrape, adapt, modify, frame, mirror, republish, download, decompile, disassemble, reverse engineer, create derivative works of the Work or any portion thereof, or merge the Work or any portion thereof into another program or database; (ii) resell, rent, distribute, publicly display transmit, lease, or sublicense the Work or access to it, including use of the Work for timesharing, service bureau, or other similar services to third parties; (iii) circumvent or disable any security or technological features or measures in the Work; or (iv) use the Work or anything learned from access to or use of the JAX-CKB to create or improve a similar or competing or potentially competing product or service, for competitive analysis, or to copy any ideas, features, functions or graphics of the Work. Licensee acknowledges that Jackson reserves the right to offer to Licensee or any third party a license for use and distribution of the Work on terms and conditions different than those contained in this Agreement. If You are interested in some other use of the Work, please contact Jackson.
3. ADDITIONAL TERMS AND CONDITIONS OF USE
   1. Jackson Attribution. Licensee’s license to use the Work shall be subject to Licensee providing appropriate attribution to The Jackson Laboratory in any publication or report which utilizes the JAX-CKB for content or results.
   2. Availability. Jackson shall use commercially reasonable efforts to make the JAX-CKB available to Licensee during the Term, provided that Jackson may require certain downtime in which JAX-CKB may be unavailable to Licensee, including: (i) scheduled system back-up or other on-going maintenance or development as required by Jackson, or (ii) any unforeseen cause beyond Jackson's reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events. Jackson will use reasonable efforts to monitor performance indicators on its systems and network infrastructure in order to gauge the overall performance of its hosting services and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the JAX-CKB. Jackson reserves the right to monitor and reasonably restrict Licensee’s ability to use the JAX-CKB if Jackson determines that Licensee is using excessive computing resources which are impacting the performance of JAX-CKB for JAX or other licensees of JAX-CKB. Jackson agrees to notify Licensee in cases where it restricts such use and use good faith efforts to determine an appropriate mutually agreeable alternative or work-around solution.
   3. Compliance Verification. At Licensor’s written request, Licensee will permit Licensor to review and verify Licensee’s records regarding the use of the Work to confirm Licensee’s compliance with the terms and conditions of this Agreement and to confirm the accuracy of any amount paid or due under this Agreement (to the extent such amounts depend on volumes or other variable factors). Any such review shall be scheduled at least ten days in advance, shall be conducted during normal business hours at Licensee’s facilities, and shall not unreasonably interfere with Licensee’s business activities.
   4. Feedback. Any comments, suggestions and other feedback regarding the operation, usefulness or functionality of or potential improvements or modifications to or any other aspect of the JAX-CKB or any related Jackson products or services, including but not limited to suggested corrections of typographical errors (collectively, “Feedback”) are entirely voluntary. Licensee hereby grants Jackson an unlimited, royalty-free license to use such Feedback for any lawful purpose, without any obligation to Licensee. Nothing in this Agreement or in the dealings arising out of or related to this Agreement will restrict Jackson in any way, or require Jackson to compensate or credit Licensee with respect to, Jackson’s right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback.
   5. Control of Passwords and User ID. Each Named User shall be connected to a password enabling them to access and use the Work. Login IDs and passwords are issued on an individual basis. Login IDs and passwords shall not be shared or transferred for use by anyone other than the individual Named User at Licensee to whom such ID and password was issued. Licensee shall be solely responsible for administering and monitoring the use of login IDs and passwords by its users. Upon the termination of employment of any such Licensee user, Licensee will immediately terminate access by the login ID and password of that individual to the JAX-CKB. Licensee shall be liable to Jackson for additional fees in the event unauthorized users at Licensee access the JAX-CKB using inappropriately shared login credentials, in the amount Jackson would have received had such unauthorized users paid applicable Subscription Fee(s) prior to such access. Licensee is solely responsible for any damages resulting from Licensee’s failure to manage the confidentiality of its login ID and passwords.
   6. Payment of Subscription Fees. All Subscription Fees are non-refundable. Subscription Fees are due on the payment schedule and via the payment method identified in the applicable set forth on an applicable order or subscription form. All payments due under this Agreement shall be drawn on a United States bank and shall be payable in United States Dollars. All payments due under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Licensee is compelled to make any such deduction, it will pay to Jackson such additional amounts as are necessary to ensure receipt by Jackson of the full amount which Jackson would have received but for the deduction.
4. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY
   1. No Warranties. JACKSON PROVIDES THE JAX-CKB “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. JACKSON EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, SECURITY, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE JAX-CKB.
   2. Limitation of Liability. LICENSEE ASSUMES FULL RESPONSIBILITY AND RISK FOR ANY LOSS RESULTING FROM LICENSEE’S USE OF THE WORK. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTAL, OR SPECIAL DAMAGES) OR OTHER LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THE WORK OR LICENSEE’S USE OF THE WORK, REGARDLESS OF WHETHER LICENSOR IS ADVISED, OR HAS OTHER REASON TO KNOW, OR IN FACT KNOWS, OF THE POSSIBILITY OF THE FOREGOING. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN JACKSON AND LICENSEE, AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE JAX-CKB.
   3. Indemnity. Licensee shall indemnify, defend, and hold harmless Jackson and its trustees, officers, faculty, students, employees, and agents and their respective successors, heirs and assigns (the “Indemnitees”) against any liability, damage, loss, or expense (including reasonable attorney’s fees and expenses) (collectively, “Losses”) incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, actions, demands or judgments, to the extent such Losses relate to or are caused by the use of the JAX-CKB (including any Know-How) by Licensee; provided that Licensee shall have no obligation to indemnify with respect to any Losses that result from the gross negligence, intentional wrongdoing or willful misconduct of any Indemnitee.
   4. Acknowledgement. Without limiting the generality of Sections 4.1 and 4.2 above, Licensee acknowledges that the JAX-CKB has not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity, whether foreign or domestic, for any specific intended use including research, commercial, diagnostic or otherwise. Accordingly, Licensee is responsible for ensuring that it has any regulatory approvals that are necessary for Licensee’s intended uses of the JAX-CKB.
5. TERMINATION

   If Licensee breaches any provision hereunder, or otherwise engages in any unauthorized or objectionable use of the JAX-CKB and/or Know-How, Jackson may terminate this Agreement immediately. Licensee may terminate this Agreement at any time upon written notice to Licensor. Upon termination or expiration of this Agreement: (i) the license granted under Section 2.2 will terminate and Licensee will immediately cease using the JAX-CKB and Know-How; (ii) Licensee will certify in writing that it has complied with the foregoing obligation; and (iii) Jackson shall not be obligated to provide to Licensee a refund of any paid Subscription Fees or any other refunds, credits or other consideration. The following provisions shall survive the expiration or termination of this Agreement: Sections 1, 2.1, 3.3, 3.4, 4, 5 and 6.

6. MISCELLANEOUS
   1. Future Updates and Modification. Jackson reserves the right to modify this Agreement, at any time and without prior notice, upon posting the modification via the JAX-CKB or providing notice of the modification. By continuing to access or use the JAX-CKB after such posting or notice, Licensee is indicating its agreement and express consent to be bound by the modified Agreement. If the modified Agreement is not acceptable, Licensee’s recourse is to cease using the JAX-CKB.
   2. Compliance with Laws. Licensee shall comply with all applicable local, state, federal, and international laws and regulations relating to the use of the Know-How and JAX-CKB. Licensee shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. Licensee represents and warrants that neither it, nor any of its, officers, directors, employees, contractors, agents or third-party users or customers is (a) a person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or the Department of Commerce Entity List, (b) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, any such person; (c) the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC; or (d) is subject to sanctions by the United Nations, United Kingdom, or the European Union (collectively, “Denied Parties”). Licensee shall maintain appropriate controls to ensure that it does not engage with any Denied Parties for the duration of this Agreement. Licensee hereby gives written assurance that it will comply with all laws and regulations described in this Section 6.2, that it bears sole responsibility for any violation of such laws and regulations, and that it will indemnify, defend, and hold Jackson harmless (in accordance with Section 4.3) for the consequences of any such violation.
   3. Entire Agreement; Severability. This Agreement constitutes the sole and entire agreement between the parties as to the subject matter set forth herein and supersedes all previous license agreements, understandings, or arrangements between the parties relating to such subject matter. In the event that any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement to preserve (to the extent possible) their original intent.
   4. Force Majeure. Neither party will be responsible for delays resulting from causes beyond the reasonable control of such party, including without limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.
   5. Assignment. This Agreement shall not be assigned or transferred by Licensee without the prior written consent of Jackson. Any assignment in violation of this provision shall be void.
   6. Governing Law. This Agreement, and all disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the internal laws of the State of Maine, U.S.A., without regard to conflict of laws principles. The parties agree that any disputes between them may be heard only in the state or federal courts in the State of Maine, and the parties hereby consent to venue and jurisdiction in those courts.
   7. Use of Name. Each party agrees that it shall not use the name of the other party, or of any of its trustees, officers, faculty, students, employees, or agents, or any trademark owned by such party, or any terms of this Agreement, in any promotional material or other public announcement or disclosure without the prior written consent of the other party.