SOFTWARE LICENSE AGREEMENT (hereinafter referred to as AGREEMENT)

This is a legal agreement between you (hereinafter referred to as the LICENSEE) and the University of Zurich, Rämistrasse 71, 8006 Zurich (hereinafter referred to as UNIVERSITY OF ZURICH) pertaining to the right to use the software product “MinVar” (hereinafter referred to as SOFTWARE). Using the SOFTWARE indicates your acceptance of these terms and conclusion of the Agreement between the LICENSEE and UNIVERSITY OF ZURICH.

1. Introduction

1.1 UNIVERSITY OF ZURICH Institute of Medical Virology, Dr. Osvaldo Zagordi (PRINCIPAL INVESTIGATOR) has developed the SOFTWARE.

1.2 LICENSEE wishes to obtain a non-exclusive, non-transferable and royalty-free license of the SOFTWARE for internal non-commercial research purposes as specified in this AGREEMENT.

2. Grant/Scope of License

2.1 UNIVERSITY OF ZURICH hereby grants to LICENSEE a non-exclusive, non-transferable, royalty-free license to use the SOFTWARE and any related documentation for internal non-commercial research purposes. Commercial use of the SOFTWARE requires a separately executed written license agreement.

2.2 UNIVERSITY OF ZURICH will not provide any services or support in connection with the SOFTWARE or technical support within the scope of this AGREEMENT.

3. Permitted Use and Restrictions

3.1 The license granted herein is for the internal non-commercial research purposes of LICENSEE only.

3.2 LICENSEE may not duplicate or use the SOFTWARE or its contents to manufacture or provide products, services or technologies (or portions thereof) either directly or indirectly for commercialization or for any other direct or indirect for-profit purposes.

3.3 LICENSEE agrees to reference the publication:

Huber et al., MinVar: A rapid and versatile tool for HIV-1 drug resistance genotyping by deep sequencing
Journal of Virological Methods, Volume 240, February 2017, Pages 7-13
https://doi.org/10.1016/j.jviromet.2016.11.008

in any publications reporting use of it or any manual or document. The LICENSEE is asked to forward to the PRINCIPAL INVESTIGATOR a copy of all reports and papers that are for public or general release that use the SOFTWARE.

4. Warranty Disclaimer

4.1 THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND UNIVERSITY OF ZURICH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT WITHOUT LIMITATION, UNIVERSITY OF ZURICH MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE USE OF THE LICENSED SOFTWARE OR DOCUMENTATION WILL NOT INFRINGE ANY THIRD PARTY'S PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. FURTHERMORE, UNIVERSITY OF ZURICH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. UNIVERSITY OF ZURICH WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY OTHER RELIEF, OR FOR ANY CLAIM BY ANY THIRD PARTY, ARISING FROM THE USE OF THE LICENSED SOFTWARE.

4.2 The LICENSEE expressly acknowledges and agrees that the use of the SOFTWARE is at LICENSEE's sole risk and to hold harmless and indemnify UNIVERSITY OF ZURICH, and its affiliates, employees or partners, from and against any third party claim arising from or in any way related to LI-CENSEE's use of SOFTWARE, violation of this AGREEMENT or any other actions in connection with the use of SOFTWARE.

5. Title and Ownership

Title, ownership rights, and intellectual property rights in and to the SOFTWARE shall remain with UNIVERSITY OF ZURICH.

6. Term and Termination

6.1 This AGREEMENT shall become effective upon download of the SOFTWARE by LICENSEE.

6.2 UNIVERSITY OF ZURICH may terminate this AGREEMENT upon 30 (thirty) days advance written e-mail notification to LICENSEE. Upon evidence of violation of any of the terms under this AGREEMENT by LICENSEE, UNIVERSITY OF ZURICH may terminate this AGREEMENT without previous notice.

6.3 Upon termination LICENSEE is obliged to uninstall the SOFTWARE from all its computers and to destroy any copies of the SOFTWARE kept according to this AGREEMENT.

6.4 Unless earlier terminated, this AGREEMENT shall automatically expire at the end of two years after download of the SOFTWARE by LICENSEE.

6.5 Articles 4 and 5 shall survive the termination or expiration of this AGREEMENT for any reason in addition to those articles surviving by operation of law.

7. Miscellaneous

7.1 This AGREEMENT and the license granted herein or any part thereof under this AGREEMENT are not assignable by LICENSEE without the prior written approval of UNIVERSITY OF ZURICH.

7.2 LICENSEE shall not use the names or trademarks of UNIVERSITY OF ZURICH, its related entities and its employees, or any adaptations thereof, in any advertising, promotional or sales literature, or in any securities reports required by the respective authorities, without the prior written consent of the UNIVERSITY OF ZURICH.

7.3 Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Neither party shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.

7.4 This AGREEMENT sets forth the entire AGREEMENT between the parties with respect to the subject matter hereof. No supplement, modification or amendment of this AGREEMENT shall be binding, unless in writing signed by a duly authorized representative of each party to the AGREEMENT.

7.5 Should some or several provisions of this AGREEMENT be ineffective or invalid, or should there be an omission in this AGREEMENT, the effectiveness, respectively the validity of the remaining provisions shall not be affected thereby. An ineffective, respectively, invalid provision shall be replaced by the interpretation of the agreement which comes nearest to the economic meaning and the envisaged economic purpose of the ineffective respectively, invalid provision. The same applies in the case of a contractual gap

7.6 The terms stipulated in this AGREEMENT may not be modified in any way without the mutual consent of the parties in writing.

8. Governing Law and Jurisdiction

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF SWITZERLAND. Any dispute arising from or in connection with this AGREEMENT will be finally settled by the courts of Zurich, Switzerland.