UCSC GENOMEBROWSER INTERNALUSE LICENSE
The Regents of the University of California ("UC"), a California Constitutional Corporation, acting through its
Office for Management of Intellectual Property, University of California, Santa Cruz, 1156 High Street, Santa
Cruz, CA 95064 and ___________________________.("Licensee"), having a place of business at______________________________________________________ agree as follows:

1. Background:
The Genome Bioinformatics Group at UCSC (“Laboratory”), has developed and is owner of the UCSC Genome
Browser, as set forth on Exhibit A (“Licensed Product”). Howard Hughes Medical Institute (“HHMI") had anownership in the Licensed Work and assigned that interest to UC, subject to a paid-up, non-exclusive,
irrevocable license to use the Licensed Work for HHMI’s research purposes. Licensee desires to obtain the
Licensed Work to be installed on a single computer of Licensee.

2. Definitions: The following definitions apply herein:(a) “Copyright” means as described in the “Copyright Law of the United States of America” and related laws
contained in Title 17 of the United States Code.
(b) “Licensee” entity who is accepting this Agreement and completing the Licensee Information section.
(c) "Licensed Products" means the “UCSC Genome Browser” (the “Work” and/or “License Work”),
which was made in the course of research at the University of California, Santa Cruz and is claimed in The
Regents’ Copyright Rights, and is generally referred to as "UCSC Genome Browser”.
(d) “Derivative Work(s)” means any changes, revision, enhancement, modification, translation, abridgement,
condensation, or expansion created by Licensee that is based upon the Work or a portion thereof that would
be a copyright infringement if prepared without the authorization of the copyright owners of the Work, or
portion thereof.
(e) “User Limitations” means the way the Work can be used by the user, as set forth in section 3.
(f) “License Fee” means the non-refundable license fee as specified on Exhibit A of this Agreement.
(g) “Small Business” is an organization meeting the criteria of the Small Business Administration as a “Small
Business Concern” (see http://www.sba.gov/size/); fewer than 500 employees and less than $6m in annual
revenue.
(h) “Patents” means as described and governed by Title 37 – United States Code of Federal Regulations
Patents, Trademarks, and Copyrights and the laws and regulations of the World Intellectual Property
Organization pertaining to Patent Cooperation Treaty (PCT)(i) “Site” A specified geographic location residing in a single building or contiguous set of laboratories sharing
the same physical address and under common management.
(j) “Non-Profit” organization is an educational institutions or government agency.
UCSC Genome Browser Internal Use License Agreement - FY2014

3. Limited License Grant:
Subject to the limitations set forth in this Internal Use License (“Agreement”) and upon payment of thelicense fee as set forth herein, UC hereby grants to Licensee, and Licensee accepts, a non-exclusive, noncommercial, nontransferable, internal use license and right to use as follows:(a) Install and operate the Licensed Work on one or more computers for use by Licensee personnel
under the following license____ (example: NP, SB, RB) as specified in Exhibit A; and(b) Licensee shall not have the right to create Derivative Works of the Licensed Products;(c) Licensee shall not have the right to sublicense, sell, transfer, or assign the Licensed Products;(d) Licensee shall not permit the Licensed Products to be used by another party;(e) Licensee shall not alter the Licensed Products without the prior written consent of Licensor, other than to
add its own instructions to the Licensed Products as long as the added instructions do not alter any of theexisting text of the Licensed Products;(f) If translations of the Licensed Products are needed, please contact Licensor before translating;(g) Receive updates of Licensed Work as may be designated from time to time for general public release by
the Laboratory.


Licensee shall not sublicense, loan, lease, or otherwise transfer the Licensed Work (other than to
Affiliate(s) of Licensee) for use beyond the terms of this Agreement, and shall not permit access to the
Licensed Work over a remote connection, such as the internet or WAN, for use by anyone other thanLicensee or its Affiliates personnel provided however, Licensee or its Affiliates personnel working from ahome location, or traveling, may access the Licensed Work.



Licensee acknowledges that the Laboratory is involved in further development work involving the
Licensed Work, and therefore Licensee agrees not to assert or allege infringement, by UC or UC
personnel or by any organization licensing through UC the Licensed Work in its present or any UCmodified form for that organization’s internal use, in any patent rights Licensee may develop in
modifications permitted under this Agreement.



Use of the Licensed Work shall be used solely for the internal business purposes of Licensee, and shallnot be used as a commercial product or service nor be used in an external service bureau or time sharing
arrangement with users who are not licensed by UC. Licensee shall not undertake or allow the
production of Works, services or data for third parties beyond the allowable use permitted herein.

Licensee will use reasonable care in keeping the Licensed Products confidential; using at least the same
degree of care you exercise in protecting your own proprietary information of a similar nature but at aminimum reasonable care. You shall comply with all applicable federal and state laws regarding theconfidentiality of health information, including the Health Insurance Portability and Accountability Act of1996 (“HIPAA”) at all times.

All copies shall include the copyright notice as provided with the Licensed Work, and shall be subject tothe terms of this Agreement.
Copyright © 2000 The Regents of the University of California - All Rights Reserved



The Regents reserves all rights not expressly granted to you under this Agreement.

UCSC Genome Browser Internal Use License Agreement - FY2014

4. Fee:
Licensee shall pay UC a nonrefundable annual licensing fee, as determined by the matrix in Exhibit A (i.e.;
expected number of users, plus any set-up fees).
Upon receipt of a Purchase Order, UC will submit an invoice for the annual fee, with payment terms of Net 30
days from the effective date of this Agreement. License fees shall be payable to "The Regents of the Universityof California" at the following address:
University of California, Santa Cruz
Office for Management of Intellectual Property
Genome Browser License fees
Attn: William Hale (GB)1156 High Street
Santa Cruz, CA 95064
For electronic fund transfer, use the following information:
Bank of America
Concord, California, USA
Routing No.: 121000358
Account No.: 1233518190
Licensee shall be responsible for all taxes or other levies made against payment by any governmental authority.
Licensee shall pay any bank transfer charges, such as wire transfer fees. UC Santa Cruz Tax ID is 94-1539563.
Licensee will report the number of users to the UC, on an annual basis, sixty days prior to the anniversary dateof the license. Report to be emailed to: technology@ucsc.edu.

5. Effective Date:
This Agreement becomes effective the date this Agreement is fully executed by both parties ("Effective Date").
The Regents shall make the Licensed Products available for electronic delivery promptly following execution ofthis Agreement.

6. Support:
Licensor may, at its sole discretion, offer limited support, future enhancements or upgrade versions toLicensee without cost. Licensor may offer extended support to Licensee at a price that will be determined ona case-by-case basis.

7. Term and Termination:
The rights and licenses granted herein shall continue for an initial term of one (1) year commencing on the
Effective Date. The Agreement may be renewed for successive terms by following the same aforementioned
procedure. Either party may terminate this Agreement with written notice upon the occurrence of a default
or breach by the other party in any of its obligations under this Agreement, provided such default or breachcontinues for more than thirty (30) days after receipt by such other party of notice; provided, however, there
shall be no such cure period with respect to any breach of Licensee's obligation under Section 9 hereto. Upon
termination of this Agreement under this Section 7, Licensee agrees to cease using the Licensed Products andto destroy all such Licensed Copies. Any termination or expiration of this Agreement will not affect therights and obligations set forth in Sections 7, 8, 9, and 10.

UCSC Genome Browser Internal Use License Agreement - FY2014

8. Limited Warranty:
The Regents warrants that it has the lawful right to grant this license to Licensee.
This License and the associated Work are provided WITHOUT WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT ANY LICENSEDPRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARYRIGHT.
Nothing in this Agreement will be construed as:

A warranty or representation by The Regents as to the validity or scope of any Regents' Patent or
Copyright Rights:o A warranty or representation that anything made, used, sold, or otherwise disposed of under any
license granted in this Agreement is or will be free from infringement of patents or copyrights ofthird parties.
o Obligating The Regents to bring or prosecute actions or suits against third parties for copyrightor patent infringement.
o Conferring by implication, estoppel, or otherwise any license or rights under any intellectual
property of The Regents other than Regents' Copyright Rights as defined herein.
o Obligating The Regents to furnish any know-how not provided in Regents' Copyright Rights.

THE REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING
SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FORINTELLECTUAL PROPERTY INFRINGEMENT OR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES RESULTING FROM THE
EXERCISE OF THIS LICENSE OR THE USE OF THE WORK OR LICENSED PRODUCTS.
THE REGENTS WILL NOT BE LIABLE FOR ANY CAUSES OF ACTION OF ANY KIND(INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF
WARRANTY) EVEN IF THE REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

9. Indemnity:
Licensee shall indemnify, defend with counsel acceptable to UC, and hold harmless The Regents of the
University of California and the developers of the Licensed Work, their successors, agents, officers, andemployees, either in their individual capacities or by reason of their relationship to UC (collectively, “UC
Indemnitees”), with respect to any claim, liability, cost, damage, deficiency, loss, or obligation, of any kind or
nature (including, without limitation, reasonable attorney’s fees and other costs and expenses of defense)(collectively, “Claims”), including without limitation any cause of action relating to product liability, any
incidental or consequential damage either direct or indirect, whether incurred, made or suffered by Licensee or
any third party, in connection with, or in any way arising out of, the furnishing, performance, possession or useof the Licensed Work or in connection with the exercise of this Agreement. The previous sentence will not apply
to any Claim that is determined with finality by a court of competent jurisdiction to result solely from the grossnegligence or willful misconduct of a UC Indemnitee. This provision shall survive termination of thisAgreement.
HHMI and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”), will be
indemnified, defended by counsel acceptable to HHMI, 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
UCSC Genome Browser Internal Use License Agreement - FY2014

limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “HHMI Claims”),
based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause ofaction relating to product liability. The previous sentence will not apply to any HHMI Claim that isdetermined with finality by a court of competent jurisdiction to result solely from the gross negligence orwillful misconduct of an HHMI Indemnitee. Notwithstanding any other provision of this Agreement,
Licensee’s obligation to defend, indemnify and hold harmless the HHMI Indemnitees under this paragraphwill not be subject to any limitation or exclusion of liability or damages or otherwise limited in any way. This
provision shall survive termination of this Agreement.

10. Miscellaneous:(a) This Agreement embodies the entire understanding of the parties and supersedes all previous
communications, representations, or understandings, either oral or written, between the parties relating to thesubject matter hereof. No modification or amendment to this Agreement will be valid or binding unless reduced
to writing and duly executed by the party or parties to be bound thereby;(b) Licensee will not use any name, trade name, trademark, or other designation of The Regents’ or its employees(including contraction, abbreviation, or simulation of any of the foregoing) in advertising, publicity, or otherpromotional activity. Unless required by law, Licensee is expressly prohibited from using the name "TheRegents of the University of California" or the name of any campus of the University of California in advertising,publicity, or other promotional activity without written permission of The Regents. Licensee acknowledges that
under HHMI policy, Licensee may not use the name of HHMI or of any HHMI employee in a manner thatreasonably could constitute an endorsement of a commercial product or service; but that use for other purposes,
even if commercially motivated, is permitted provided that (1) the use is limited to accurately reporting factual
events or occurrences, and (2) any reference to the name of HHMI or any HHMI employees in press releases orsimilar materials intended for public release is approved by HHMI in advance;(c) THIS AGREEMENT IS TO BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, but the scope and validity of any copyright will be governed by
the applicable laws of the country of the copyright registration;(d) The headings of the several sections are inserted for convenience of reference only and are not intended to
be a part of, or to affect the meaning or interpretation of, this Agreement;(e)The waiver of any breach of any term of this Agreement does not waive any other breach of that or any otherterm;(f) If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain
enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of theunenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as
similar as possible in economic and business objectives as was intended by the unenforceable provision;(g) No provisions of this Agreement are intended or shall be construed to confer upon or give to any person orentity other than The Regents, HHMI, the HHMI Indemnitees and the Licensee any rights, remedies, or otherbenefits under, or by reason of, this Agreement;(h) In performing their respective duties under this Agreement, each of the parties will be operating as anindependent contractor. Nothing contained herein will in any way constitute any association, partnership, or
joint venture between the parties hereto or be construed to evidence the intention of the parties to establish any
such relationship. Neither party will have the power to bind the other party or incur obligations on the otherparty’s behalf without the other party’s prior written consent.
UCSC Genome Browser Internal Use License Agreement - FY2014

(i) HHMI is not a party to this Agreement and has no liability to any licensee or user of anything covered by thisAgreement, but HHMI is an intended third-party beneficiary of this Agreement and certain of its provisions arefor the benefit of HHMI and are enforceable by HHMI in its own name. This provision shall survive
termination of this Agreement.
(j) All exhibits referenced hereto are expressly made a part of this Agreement as though fully set forth herein.
IN WITNESS WHEREOF, authorized representatives of the parties hereto have executed this Agreement.
THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA

LICENSEE:

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

UCSC Genome Browser Internal Use License Agreement - FY2014

EXHIBIT A
UCSC GENOMEBROWSER INTERNALUSE LICENSE
1. Description of the UCSC Genome Browser:
The UCSC Genome Browser is a web-based tool designed to display a selected portion of a specificgenome at any scale, together with aligned tracks of annotation data. Data can be viewed graphically orin a text-based format. The tool also provides a mechanism for displaying custom annotation tracks
based on formatted personal data files.
The Genome Browser package includes:- A complete set of the cgi-bin files, HTML files, and database files needed to run a stock version of the
Genome Browser.
- A complete set of source files required to build the Genome Browser, including .c and .h files,
HTML files, makefiles, include files, libraries, database files, and instructions for building the
Genome Browser from source.
- Installation instructions, including system requirements.
- A complete set of online user documentation (HTML format).
The Genome Browser package does NOT include:- Source or executables for the Blat Search tool. These must be purchased under a separate license
agreement from Jim Kent
(jim_kent@pacbell.net).
- Genomic sequence or annotation data. These may be freely downloaded from the UCSC Genome
Browser website (http://genome.ucsc.edu/downloads.html), with certain restrictions outlined in the
README files accompanying the data. Data may also be downloaded from many other publicly
available sources on the internet.
- The supporting software required to build, install and run the Genome Browser (C compilation
environment, Apache server, MySQL).
2. Pricing:
Site needing assistance in setting up the UCSC Genome Browser, will require an additional set up fee.

Similarly, a separate license will be required if there is a separate remit to address.
Non-Profit:a.

Non-Profit institutions performing research or other services at a Site at which the Licensed
Work is used under contract for one or more for-profit organizations, in which a for-profit
organization has a proprietary interest in the findings, must request a Small Business license foreach of such Site.

b. Non-Profits will be assessed a service fee, not to exceed standard Set-up charge, if and when
Non-profit requires assistance beyond fundamental guidance.
Non-Profit(For Service fee, see
Sect 1(i) under “NonProfit”)(“NP”) Section 3(a)Standard license agreement

UCSC Genome Browser Internal Use License Agreement - FY2014

Small business:
Profit (Small business)
One time only Set-up
charge for each site:$6,000.00
Annually per user:$1,000.00(“SB”) Section 3(a)Standard license agreement

Minimum Users Annually:
Five (5). However, if Cancer
Genomics Browser is licensed
at the same time, thenminimum is Three (3)*Report the number of users to:(technology@ucsc.edu)(Sixty (60) days prior toanniversary date of license)[Example: Small Business with 5 users ($6,000. + 5 x $1,000 = $11,000 for the 1st year) - Five thousand ($5,000)
each year thereafter unless company has more than 5 users]
Regular Business:
Profit (Regular Business> 500 employees)
One time only Set-up
charge for each Site:$6,000.00
Annually per user:$1,000.00(“RB”) Section 3(a)Standard license agreement$6,000.00 + ((20)*$1,000.00)=$26,000.00 First Year((20)*$1,000.00)= $20,000.00
Subsequent years

Minimum Users Annually:
Twenty (20). However, if
Cancer Genomics Browser islicensed at the same time, thenminimum is Ten (10)*Report the number of users to:(technology@ucsc.edu)(Sixty (60) days prior toanniversary date of license)[Example: Regular Business with 20 users ($6,000. + 20 x $1,000 = $26,000 for the 1st year) - Twenty thousand ($20,000)
each year thereafter unless company has more than 20 users]
An additional set-up charge or $6,000.00 will apply to any additional Site needing assistance in setting up the
UCSC Genome Browser.
Intent of the License:
This license Agreement has been designed to meet the needs of a wide range of potential recipients.
The licensing fees presented above assume that the recipient is able to accept one of the alternative
proposed forms of the license as is, without the need for further negotiation.
Instruction:
The Genome Bioinformatics Group at UCSC is willing to provide instruction to Small Business andRegular Business licensees upon request and as mutually determined as part of UCSC’s program oftechnology transfer. Instruction is available for up to ten (10) Laboratory hours of effort per year in theform of email and telephone communications on an “as available” basis.

UCSC Genome Browser Internal Use License Agreement - FY2014

EXHIBIT B
UCSC
GENOMEBROWSERINTERNAL USE
LICENSE
B.1. * Sitedescription:(See: Exhibit A)(e.g., Business and/or Division - Laboratory)

Site address:

B.2. Technical Contact:
Name_______________________

Email______________________

Telephone_______________________

B.3. Estimated Number of Users at site: (____)

B.4. Licensee is (check all that apply):
Not-for-Profit (____) For Profit(____) Other (explain)
Private(____) Public(____) Other (explain)UC(____) Government(____) Commercial(____) Other (explain)(Note: Please copy Exhibit B sheet as needed for each location (“Site”) using the UCSC Genome Browser)

UCSC GENOME BROWSER INTERNAL USE LICENSE: Contact the UCSC Office for Managementof Intellectual Property, at technology@ucsc.edu, for questions concerning this Agreement.
UCSC Genome Browser Internal Use License Agreement - FY2014