Authorized Use

You are hereby granted a limited, non-exclusive, non-sublicensable license to use the Data contained in the Databases solely for model selection to be later conducted in a study project carried out by Crown Bioscience and for no other purposes (“Purpose”). You may allow access to the Data to your employees who require such access in connection with the Purpose; provided that such employees are bound by agreement to retain and use the Data in a manner that is consistent with the terms of this ULA, which agreement shall include confidentiality and non-use obligations that are as stringent as contained herein. Unless otherwise authorized by Crown Bioscience, You shall not hold the Data after the completion of the Purpose (“Holding Period”). Upon the expiration of the Holding Period, You shall remove and/or destroy all Data and any intermediate files associated with and/or generated by the use of the Data or the combination of the Data with any other data sets. Notwithstanding the foregoing, You may keep a copy of their final analysis summary of your use of the Data for the Purpose under this ULA.

Restrictions of Use

We may deny you access to all or part of the Databases or any Data without notice if you engage in any conduct or activities not for the Purpose or that We believes violates any term of this ULA. In particular, You may not:

(i) adapt, modify, translate or use any similar means to the Data to create derivative works or generate intellectual property;

(ii) decompile, disassemble or otherwise reverse engineer any Data, or use any similar means to discover its underlying composition, structure, source code or trade secrets;

(iii) alter or remove any copyright symbol or other identification concerning authorship of any of the Data;

(iv) transfer, disclose, sub-license, sell, republish, repackage, redistribute any of the Data or any portion of thereof; and

(v) export or reexport any Data in violation of US or other export control laws or regulations.

Ownership & Intellectual Property

Except as otherwise set forth hereunder, all right, title and interest in and to the Data and the inventions, discoveries, patent rights, confidential information, copyrights, know-how, trade secrets, raw data, technical knowledge or any other intellectual property relating to the Data shall remain the sole property of Crown Bioscience. Except as expressly provided in this ULA, nothing in this ULA shall be construed as conferring on You any express or implied license or option to license the Data or the Confidential Information. ANY INTELLECTUAL PROERTY DISCOVERED OR GENERATED THROUGH YOUR USE OF THE DATABASES/ DATA IN VIOLATION OF THIS ULA SHALL BE SUBJECT TO CROWNBIO’S INTELLECTUAL PROPERTY RIGHTS IN SUCH DATA.

Any results, data, information, or materials generated by You by using the Data for the Purpose under this ULA remain the sole property of You, EXCLUDING:

(a) Any results, data, information, or materials generated by You by using ONLY the raw data/information and/or any other genomic data/information;

(b) Any results, data, information, or materials generated by You by using ONLY the efficacy data/information and/or any other standard of care data/information; and;

(c) Any results, data, information, or materials generated by You by using ONLY the raw data/information and/or any genomic data/information, and the efficacy data/information and/or any other standard of care data/information;

Crown Bioscience retains all right, title, ownership and interest in and to the data and information provided in Section (a), (b) and (c), and You shall not publish papers on or apply for patent for the data and information provided in Section (a), (b) and (c) without first obtaining the Crown Bioscience’s consent.

Disclaimer

THE DATABASES AND ANY DATA CONTAINED THEREIN ARE PROVIDED AS IS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MARCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CROWNBIO BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF, OR INABILITY TO USE, THE DATABASES OR ANY DATA CONTAINED THEREIN EVEN IF CROWNBIO IS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY YOU OR ANY OTHER PERSON.

Crown Bioscience does not warrant that the Database will operate without interruption, that the Data are free of errors, that defects will be corrected or that the Data are free of viruses. You agree that it is your responsibility to conduct adequate procedures regarding virus control (including anti-virus and other security checks) to ensure the particular requirements for accuracy and functionality of data services.