License Agreement for use of the PredictProtein Service

AGREEMENT effective for 12 months after first usage, between THE DEPARTMENT OF BIOCHEMISTRY AND MOLECULAR BIOPHYSICS OF COLUMBIA UNIVERSITY ("Licensor") and the undersigning party ("Licensee").

WHEREAS, Licensor is the provider of the results of certain computer software and Licensee desires to obtain those results.

NOW, THEREFORE, the parties agree as follows.

1. License and Title.

1. Subject to the terms and conditions hereinafter set forth, Licensor hereby grants a nonexclusive and non-transferable license (the "License") to Licensee to use the protein sequence analysis service known as PredictProtein, hereto (the "Service") for a specified number of requests issued within the twelve months of the validity of this agreement.
2. The license expires after twelve months, or after the agreed number of predictions has been returned to Licensee.

2. Delivery of the Service.

1. Licensor shall deliver to Licensee, upon request, the results from PredictProtein by email.
2. At any given time within the twelve months this Agreement is valid Licensee will have access to the latest version of the Service.
3. The license is valid for all users from one company, if the company is located in one place, and for one location of a company, if the company spreads over many locations.
4. It is understood that Licensor will provide no guarantee for the availability of the Service at all times. Licensor may, in its sole discretion, use reasonable efforts to resolve any potential problems Licensee may experience with the use of the Service. Licensor will attempt correcting errors brought to Licensor's attention by Licensee.

3. Service Description.

1. PredictProtein is an automatic prediction service to which users send amino acid sequences and which returns multiple sequence alignments, predictions of secondary structure, residue solvent accessibility, locations of transmembrane helices, topology of helical transmembrane proteins, and results from prediction-based threading for the detection of remote homologues.
2. Two modes for use of the server are available:
1. access by electronic mail (via Internet)
2. access through the World Wide Web.
3. Alignment and predictions by PredictProtein are processed as described in:
1. Rost, B. Meth. Enzymol. 266, 525-539 (1996).
2. Rost, B., Casadio, R. & Fariselli, P. Prot. Sci. 5, 1704-1718 (1996).
3. Rost, B., Schneider, R. & Sander, C. J. Mol. Biol. 270, 471-480 (1997).
4. Rost, B., Sander, C. & Schneider, R. CABIOS 10, 53-60 (1994).
5. Rost, B. & Sander, C. J. Mol. Biol. 232, 584-599 (1993).
6. Rost, B. & Sander, C. Proteins 19, 55-72 (1994).
7. Rost, B. & Sander, C. Proteins 20, 216-226 (1994).
4. Additional predictions and analyses may be provided to the Licensee free of charge, provided those results are part of the current version of the Service.

4. Service Charges.

1. Licensee shall pay to Licensor a fee of

$ 2000 for up to 50 predictions, or
$ 4000 for up to 250 predictions.
2. The fee is paid within 30 days of the date of this Agreement.

5. Confidentiality; Protection of Service and Licensor Information.

1. Licensor will not reveal any information about the protein sequences submitted by Licensee to any third party.
2. Licensor will also not reveal any information about this agreement to any third party.
3. Any termination of this Agreement and the License hereunder shall not terminate Licensor’s obligations of confidentiality under this Section 5.
4. Licensee agrees that the results of the Service shall be held in confidence and are being provided by Licensor for the exclusive use of Licensee.
5. Licensee
1. will protect the results of the Service in the same manner that it protects its own confidential information;
2. will permit access to the Software only to its authorised employees designated by Licensee to use the Service;
3. (iii) will not remove or destroy any proprietary notice on the results of the Service.
6. Any termination of this Agreement and the License hereunder shall not terminate Licensee's obligations of confidentiality under this Section 5.

6. Disclaimer of Warranties.

1. While the software producing the results of the Service has been tested for accuracy and proper functioning, Licensor disclaims any responsibility for the accuracy or correctness of the results or for its use or application by Licensee.
2. LICENSOR MAKES NO REPRESENTATION OR WARRANTY EITHER EXPRESSED OR IMPLIED OF ANY KIND, INCLUDING AS TO THE ADEQUACY OR SUITABILITY OF THE SERVICE FOR ANY PARTICULAR PURPOSE OR TO PRODUCE ANY PARTICULAR RESULT AND NEITHER LICENSOR, NOR ANY EMPLOYEE OR AGENT OF LICENSOR, SHALL HAVE ANY LIABILITY TO LICENSEE OR ANY OTHER PERSON ARISING OUT OF THE USE OF THE SERVICE BY LICENSEE FOR ANY REASON, INCLUDING BUT NOT LIMITED TO THE INADEQUACY OR UNSUITABILITY OF THE SERVICE FOR ANY PARTICULAR PURPOSE OR TO PRODUCE ANY PARTICULAR RESULT, FOR ANY LATENT DEFECTS THEREIN OR THE FAILURE OF LICENSOR TO PROVIDE LICENSEE WITH ANY MODIFICATIONS OR CHANGES IN THE SERVICE.
3. In no event will Licensor or its trustees, officers, agents or employees be liable to Licensee or to any other party, for any loss or damages, consequential or otherwise, including, but not limited to time, money, or good will, arising from the use of operation of the Service by Licensee.

7. Indemnity.

1. Columbia does not indemnify the user of the Service. The Licensee shall be liable for claims, damages or suits arising from the acts, omissions or negligence of its officers agents and employees.

8. Termination.

1. Licensor may terminate this Agreement and the License granted hereunder upon 30 days written notice of Licensee's material breach of the Agreement and Licensee's failure to cure the breach within 30 days of receipt of said notice.

9. General Provision.

1. Assignment. This Agreement may not be assigned, sublicensed or transferred by Licensee without the prior written consent of Licensor.
2. Governing Law. This Agreement shall be governed by United States Federal law applicable to agreements made and to be performed in New York.
3. Amendment. This Agreement may not be changed or terminated orally.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

PLACE:	New York City, USA
DATE:	FILL_IN_DATE