LICENSE

ACADEMIC LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLY: This is a legally binding license and
agreement between you and your employer, educational institution or
organization (collectively, “Licensee”) and The Trustees of the University of
Pennsylvania ("Penn”) for “A Method to predict RNA G-Quadruplexes” (Penn Reference #26-11270) and related
documentation developed by Yoseph Barash and Farica Zhuang at the School of Medicine,
University of Pennsylvania (collectively, the "Product"). Your use of the
Product is subject to the terms and conditions set forth below. Please
carefully read the terms and conditions of this Copyright License Agreement
(“Agreement”).
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON
THE "I Accept" BOX AT THE BOTTOM OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO
THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE
PRODUCT.
1. LICENSE TO USE: Penn hereby grants to Licensee a non-exclusive, revocable,
non-transferable and limited license to i) use the Product solely for
non-commercial use or educational purposes and, ii) prepare and use Derivative
Works solely for non-commercial use or educational purposes, and in each case,
subject to the terms and conditions contained in this Agreement. The rights
granted to Licensee shall be subject to the obligations and restrictions set
out in this Agreement. “Derivative Works” shall mean any derivatives,
modifications, translations, or improvements of the Product developed or
created by Licensee.
2. DISTRIBUTION OF DERIVATIVE WORKS:  Penn further grants to Licensee the
right to reproduce and distribute copies of Derivative Works to non-profit and
academic institutions only (“Third-Party Institutions”), provided that:
(a) Licensee shall provide a copy of the Derivative Work in both source code
and object code formats to Penn at the time of distribution to a Third-Party
Institution;
(b) Any license to a Third-Party Institution shall be at no-cost;
(c) Any license to a Third-Party Institution shall be for non-commercial use
or educational purposes only;
(d) Any license to a Third-Party Institution shall prohibit any further
distribution of Derivative Works;
(e) Licensee must retain all copyright, patent, trademark, and attribution
notices from the Product, excluding those notices that do not pertain to any
part of the Derivative Works; and
(f) Licensee must refer all Third-Party Institutions to Penn, and Third-Party
Institution must first enter into an agreement with Penn, under similar terms
and conditions as this Agreement, for rights to the Product before Licensee
shall distribute Derivative Works to said Third-Party Institution. 
3. LICENSE FEE: $0
4. DELIVERY OF PRODUCT: After Licensee has executed this Agreement and Penn
has received appropriate payment of the License Fee, Licensee will be provided
with a personalized link to download the Product.
5. OWNERSHIP & RESTRICTIONS: The Product and any and all knowledge, know-how
and/or techniques relating to the Product, in whole or in part, are and will
remain the sole and absolute property of Penn. As between Licensee and Penn,
all inventions, discoveries, improvements, copyright, know-how or other
intellectual property rights, whether or not patentable or copyrightable,
created by or on behalf of Penn prior to or during the term of this Agreement
pertaining to the Product are and will remain the sole and absolute property
of Penn. No right, title or interest in or to any trademark, service mark,
logo, or trade name of Penn is granted to Licensee under this Agreement.
Without limiting the foregoing, Licensee is not authorized to, and shall not
authorize any third party to, undertake any of the following actions:
(a) make copies of the Product;
(b) permit the Product to be made available in any other form or medium; 
(c) modify, adapt, decompile, disassemble, translate into another language,
create Derivative Works of, or otherwise reverse engineer the Product, or
disclose any trade secrets relating to the Product, except as expressly
permitted in Section 1 and Section 2;
(d) distribute, sell, lease, transfer, assign, sublicense, trade, rent or
publish the Product or Derivative Works or any part thereof and/or copies
thereof, to others, except as expressly permitted in Section 2;
(e) use the Product or Derivative Works or any part thereof for any purpose
other than as expressly stated in Section 1 and Section 2;
(f) use the Product or Derivative Works for, or in connection with, diagnostic
and/or therapeutic applications, including clinical use in animals or humans,
or treatment or care of patients;
 (g) allow any other person or entity to use the Product or Derivative Works,
except as expressly permitted in Section 2; or
(h) use, without its express permission, the name or marks of Penn in
advertising, publicity or otherwise.
6. INTELLECTUAL PROPERTY RIGHTS: All patents, copyrights, trade secrets,
service marks, trademarks and other proprietary rights in or related to the
Product are and will remain the exclusive property of Penn.  In consideration
for the right to make Derivative Works, Licensee agrees to make Penn a joint
owner in such Derivative Works and Penn shall not have any duty of accounting
to Licensee. Licensee hereby assigns an interest in the Derivative Works such
that Penn is hereby made a joint owner in such Derivative Works. Licensee
hereby covenants and agrees that Licensee will not, either during or after the
termination of this Agreement, contest or challenge the title to or the
intellectual property rights of Penn in the Product or Derivative Works or any
portion thereof, and upon any violation of such covenant and agreement this
provision may be pleaded as an estoppel in any action or claim.
7. ACKNOWLEDGEMENT OF PENN: If Licensee uses or references the Product or
Derivative Works in any manner and/or publication (including scientific
publications, electronic documents or websites), Licensee must include
appropriate acknowledgments of Penn as owner and Yoseph Barash, Jorge V.
Garcia, Alejandro Barrera, and Matthew Gazzara as the creators of the Product,
and must include the copyright notice as follows:
“Copyright © 2016 University of Pennsylvania; All Rights Reserved”
8. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES: 
PENN MAKES NO REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND
EXPLICITLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING WITH RESPECT
TO ANY ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE FOR THE INTELLECTUAL
PROPERTY, PATENT RIGHTS, LICENSE AND ANY PRODUCT.
Furthermore, nothing in this Agreement will be construed as:
(a) A representation or warranty by Penn as to the validity or scope of any
patent, copyright or other intellectual property right of Penn in or related
to the Product or Derivative Works;
(b) A representation or warranty that anything made, used, sold or otherwise
disposed of under the License is or will be free from infringement of patents,
copyrights, trademarks or any other forms of intellectual property rights or
tangible property rights of third parties;
(c) Obligating Penn to bring or prosecute actions or suits against third
parties for patent, copyright or trademark infringement;
(d) Conferring by implication, estoppel or otherwise any license or rights
under any copyright, patent right or intellectual property right of Penn other
than the Copyright as defined herein, regardless of whether such intellectual
property right(s) are dominant or subordinate to the Copyright; and
(e) Obligating Penn to furnish any know-how.
9. LIMITATION OF LIABILITY: Penn will not be liable to Licensee or any other
person or entity for any causes of action, liability, loss or damages caused
or alleged to have been caused, either directly or indirectly, by the Product
or Derivative Works, or the use, application or interpretation thereof.
Without limiting the foregoing, in no event will Penn be liable for any lost
revenue, profit, business interruption or lost data, or for special, indirect,
consequential, incidental or punitive damages, however caused, regardless of
the theory of liability, arising out of or related to the use of or inability
to use the Product or Derivative Works, even if Penn has been advised of the
possibility of such damages. Subject to the foregoing limitations, Penn's
total liability as proved will be restricted to the amount of the License Fee
actually paid to Penn.
Penn will not be responsible or liable to Licensee, or any other person or
entity with regard to such personal information for any liability or damages
of any kind arising therefrom, however caused. 
10. INDEMNITY: Licensee will indemnify, defend and hold harmless Penn, its
trustees, faculty, staff, students and agents, from and against any and all
causes of action, liability, loss, damages, actions, claims or expenses
(including attorney's fees and costs) in connection with any claim, suit,
causes of action, demand or judgment arising out of, connected with, resulting
from or sustained as a result of Licensee’s use of the Product or Derivative
Works.
11. TERM: The term of this Agreement and of the license granted by this
Agreement shall commence upon the later of (a) Licensee's acceptance of this
Agreement by clicking "I Agree" below or (b) Penn’s receipt of payment from
Licensee and shall continue until terminated as provided below.
The Agreement automatically terminates without notice from Penn if you fail to
comply with or breach any provision of this Agreement. Licensee may terminate
this Agreement by ceasing using the Product and Derivative Works. Upon any
termination of this Agreement, Licensee must destroy any and all copies of the
Product and Derivative Works.  Licensee agrees that all provisions which
operate to protect the proprietary rights of Penn (including, without
limitation, Ownership and Restriction, Intellectual Property Rights,
Disclaimer of Representations and Warranties) as well as Section 9 (Limitation
of Liability) and Section 10 (Indemnification) and this Section 11 shall
remain in force and, as such, survive the term of the Agreement.
For the avoidance of doubt, upon termination for breach, Licensee must
immediately cease use of the Product or Derivative Works. 
12. SUPPORT AND MAINTENANCE: No support, installation, or training by Penn is
provided as part of this Agreement.  Licensee acknowledges and agrees that,
unless and then only to the extent expressly agreed by Penn in a separate
written agreement between Licensee and Penn, the Product is provided to
Licensee without any support or maintenance from Penn and that Penn shall have
no obligation to issue any update or upgrade to any Product or Derivative
Works.

13. REPRESENTATIONS: Licensee represents and warrants that Licensee has the
legal authority to enter into this Agreement, and that Licensee will be
financially responsible for any License Fee, costs, charges and taxes arising
out of its use of the Product or Derivative Works.
Penn is not responsible or liable for the availability of
g4mer, and is not responsible or liable for any damage or loss
caused, or alleged to be caused, by the use of g4mer, including
loss of data or the presence of a virus, worm, trojan horse or similar
impairment arising therefrom.
14. GOVERNING LAW: This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania, excluding
application of any conflict of laws principles that would require application
of the law of a jurisdiction outside of the Commonwealth of Pennsylvania.
Use of the Product or Derivative Works is prohibited in any jurisdiction which
does not give effect to the terms of this Agreement.
15. EXPORT REGULATION: Licensee agrees to comply with any and all applicable
U.S. export control laws, regulations, and/or other laws related to embargoes
and sanction programs administered by the Office of Foreign Assets Control.
16. OTHER PROVISIONS:
(a) Penn and Licensee acknowledge and agree that no joint venture,
partnership, employment, consulting or agency relationship is created, or
intended to be created, as a result of this Agreement or Licensee’s use of the
Product.
(b) All prices are in United States dollars, and prices are subject to change
without notice.
(c) No modification of this Agreement will be binding, unless in writing
signed by an authorized representative of each party.
(d) The provisions of this Agreement are severable in that if any provision in
the Agreement is determined to be invalid or unenforceable under any
controlling body of law, such determination will not affect the validity or
enforceability of the remaining provisions of the Agreement.
17. ENTIRE AGREEMENT:  This Agreement constitutes the sole and entire
agreement between Licensee and Penn as to the matters set forth herein and
supersedes any previous agreements, understandings, and arrangements between
the parties relating thereto.