END-USER LICENSE AGREEMENT

THIS END-USER LICENSE AGREEMENT ("EULA") is a legal agreement between: MOUNT SINAI HOSPITAL, whose principal place of business is at 600 University Avenue, Toronto, Ontario, Canada M5G 1X5 and European Molecular Biology Laboratory (EMBL), whose principal place of business is at Meyerhofstr. 1, 69117 Heidelberg, Germany ("LICENSOR"), and ________________________, a for-profit organization whose principal place of business is at ________________________ ("Licensee");

WHEREAS LICENSOR is joint owner of certain computer programs specifically defined herein as Software, with the Massachusetts Institute of Technology ("MIT");

WHEREAS LICENSOR is authorized to grant licenses to such programs, and LICENSEE desires to use such programs on LICENSOR's network of shared server computers connected to the World-Wide-Web ("Web");

NOW, THEREFORE, the parties agree as follows:

1                    LICENSED PRODUCTS

1.1              The following "Software" is licensed hereunder: the NetworKIN algorithm Ref: Linding et al., (2008), Nucleic Acids Research 26 D695-D699 including a license to STRING.

1.2              The Software is entirely Web-based and is resident on LICENSOR's server computers. The Software is accessed wholly through your own Web browsing software over the Internet. LICENSEE is responsible for obtaining and maintaining its own Internet service and connection to the Internet.

1.3              References to the Software shall apply to the above-identified works and any derivative works or copies thereof made by LICENSEE at any time. Excluded from the Software shall be any separately identified third-party programming which is not being sublicensed by LICENSOR as part of the Software, but which must be obtained by LICENSEE under any required license agreements for operation with the Software.

2                    SCOPE OF RIGHTS

2.1              LICENSOR hereby grants Licensee a nontransferable, and non-exclusive right and license without the right to sublicense:

a)                  to use the Software for the sole purpose of serving the internal research needs of LICENSEE's business (the "Purpose");

b)                  to use the Software on multiple computers at LICENSEE's premises in compliance with the acceptable use policy of any applicable network; and

c)                  to make copies of the images, text and your user-content in the Software solely for non-productive back-up purposes in accordance with your standard procedures.

2.2              Any use, copying or distribution of the Software not for the Purpose shall automatically terminate LICENSEE's right and license hereunder.

3                    PROPRIETARY RIGHTS

3.1              LICENSEE agrees not to decompile, reverse-engineer or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

3.2              LICENSOR, EMBL and MIT claim and reserves all rights and benefits afforded under Creative Commons Attribution-NonCommercial 3.0 Unported copyright in all programming and documentation comprising the Software as copyrighted works. LICENSEE shall reproduce and include in all copies of the Software prepared by LICENSEE (and in all derivative works thereof) the Creative Commons copyright notice(s) and proprietary legend(s) of LICENSOR, EMBL and MIT as they appear in the Software and on the media containing the Software supplied hereunder.

3.3              LICENSEE acknowledges that LICENSEE obtains no right, title, nor interest in or to any LICENSOR, EMBL or MIT copyright, trademark, patent, or other proprietary right relating to the Products, and agrees not to remove, alter, cover or obscure any copyright, patent, trademark or other proprietary rights notice on the Software or any portion thereof.

3.4              LICENSEE agrees to: (a) notify LICENSOR immediately of the unauthorized possession, use, or knowledge of any Software, materials, other items or confidential information or trade secrets supplied or made available to LICENSEE under this EULA, by a person or organization not authorized by this EULA to have such possession, use, or knowledge; (b) assist in correcting any such unauthorized possession, use, or knowledge; and (c) cooperate with LICENSOR in any litigation against third parties deemed necessary by LICENSOR to protect its proprietary rights.

3.5              If any publication results from use of the Software, LICENSEE agrees to acknowledge LICENSOR, EMBL and MIT and give credit to Dr. Rune Linding, Dr. Lars Jensen and Dr. Michael Yaffe in accordance with scientific custom.

3.6              LICENSEE is aware of the fact that it needs to obtain further licenses to use the Software, including but not limited to licenses to NetPhosK and Scansite.

4                    UPGRADES

4.1              LICENSOR may, from time to time, at Licensor's sole discretion, provide error corrections, bug fixes or other updates to the Software.

4.2              LICENSEE may request that LICENSOR incorporate certain features, enhancements or modifications into the Software. LICENSOR may, in its sole discretion, undertake to incorporate such changes and provide so modified Software to all licensees. For the avoidance of doubt, Licensor is under no obligation to provide such support.

4.3              LICENSEE will obtain no right, title nor interest to any such error corrections, bug fixes updates or other modifications.

5                    FEES AND PAYMENTS

5.1              The fees for use of the Software consist of initial license fees, and an annual maintenance fee. The dollar amount of such fees, and fees for other services and materials supplied in connection with the Software, and the terms of payment are specified in Appendix A of this Agreement. LICENSEE hereby agrees to pay such fees promptly as they come due for so long as the Software is installed or executed on LICENSEE's system or LICENSEE otherwise makes any use of the Software. LICENSEES's obligation to pay accrued fees and expenses shall survive termination of this EULA.

5.2              Prices do not include taxes. LICENSEE is responsible for paying applicable taxes and, where applicable, shipping costs.

6                    LIMITED WARRANTY

6.1              LICENSOR does not warrant that the operation of the Software will be uninterrupted or error-free, or that the software functions will meet your indivi­dualized requirements.

6.2              EXCEPT AS STATED IN THIS SECTION, LICENSOR AND ITS AFFILIATES, SUBCONTRACTORS, AND REPRESENTATIVES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM OTHER WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE SOFTWARE DOES NOT INFRINGE ANY PATENTS; COPYRIGHTS OR TRADEMARKS OR OTHER RIGHTS OF THIRD PARTIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE.

6.3              LICENSEE AGREES THAT ITS SOLE REMEDY AGAINST LICENSOR, ITS AFFILIATES, SUBCONTRACTORS AND REPRESENTATIVES FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT OR FAILURE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE THE REFUND OF AMOUNTS PREVIOUSLY PAID BY LICENSEE.

7                    INDEMNIFICATION

7.1              LICENSEE shall indemnify and hold harmless LICENSOR and its officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of your use, modification or enhancement of the Software or your use of any data or information generated by the Software or otherwise caused by, or arising out of, or resulting from the exercise or practice of the license granted hereunder by LICENSEE and any of its subsidiaries or their officers, employees agents or representatives.

8                    LIMITATIONS ON LIABILITY

8.1              IN NO EVENT SHALL LICENSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, SAVINGS, OR REVENUES OF ANY KIND, OR FOR LOST DATA OR DOWNTIME, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2              THE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE FOR ALL CLAIMS RELATING TO THE LICENSED PRODUCTS OR THIS EULA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO LICENSOR HEREUNDER.

8.3              LICENSOR shall not be liable to LICENSEE for any damages or penalty caused by disruption of Software availability or for failure to give notice of such disruption including, but not limited to, network down-time whether scheduled or not.

9                    TERM AND TERMINATION

9.1              The term of this EULA shall commence upon the date of execution of the last party to sign this EULA (Execution Date) and shall continue for a period of one (1) year from the Execution Date, renewable upon payment of annual maintenance fees.

9.2              LICENSOR may terminate this EULA immediately, at any time, upon written notice to LICENSEE in the event of the breach of any material obligation hereunder by LICENSEE.

9.3              LICENSEE may terminate this EULA without cause for your own convenience and at your own discretion upon thirty (30) days written notice to LICENSOR.

9.4              Upon expiration or termination of this EULA, for any reason, LICENSEE shall immediately cease any and all use of the Software. LICENSEE's obligations respecting non-use and nondisclosure of LICENSOR's confidential information or trade secrets contained in the Software or otherwise provided to LICENSEE shall survive termination of this EULA and shall remain in effect for so long as such information shall remain proprietary to LICENSOR.

10               MISCELLANEOUS

10.1          The provisions of Sections 3 through 8 hereof shall continue to apply in accordance with their terms, notwithstanding the termination of this EULA and your license.

10.2          This EULA shall inure to the benefit of, and be binding on LICENSOR and its respective successors and assigns. LICENSEE may not assign this EULA nor transfer any licenses or rights hereunder except with the express written consent of LICENSOR. Any attempt to assign, transfer, or subcontract any of the rights, duties, or obligations of this EULA without such consent is void. A sale of a controlling interest in LICENSEE, including but not limited to a transfer of 50% or more of the voting securities thereof, shall be considered a transfer under this EULA.

10.3          References to "LICENSEE" or "you" herein, for purposes of establishing the permitted use of the Software, do not include the operations of any affiliate, parent or subsidiary company.

10.4          LICENSEE agrees to keep each and every item to which LICENSOR retains title free and clear of all claims, liens, and encumbrances except those of LICENSOR, and any act of LICENSEE, either voluntary or involuntary, purporting to create a claim, lien or encumbrance on such an item shall be void.

10.5          LICENSEE agrees that LICENSOR may file this EULA as a financial statement in any jurisdiction in which LICENSOR or its counsel deems it necessary to make such a filing. LICENSEE agrees to execute additional financial statements at the request of LICENSOR.

10.6          LICENSEE hereby acknowledges that, in the event LICENSEE breaches its duties under this agreement, LICENSOR will suffer immediate and irreparable damage, and that injunctive relief will be appropriate.

10.7          The waiver by either party of any term or provision of this EULA shall not be deemed to constitute a continuing waiver of such term or provision or of any further or additional rights such party may hold under this EULA.

10.8          If any provision or provisions of this EULA shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.9          The parties agree that this EULA is the complete and exclusive statement thereof between the parties and that it supersedes and merges all prior proposals and understandings, and all other agreements, whether oral or written, between the parties relating to the subject matter hereof. This EULA may not be modified or altered except by a written instrument duly executed by the parties hereto.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS EULA AND UNDERSTANDS IT, AND THAT BY USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT, EXCEPT FOR SEPARATE WRITTEN AGREEMENTS BETWEEN LICENSOR AND YOU, THIS EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

The annual maintenance fee, to be paid one (1) year after the Execution Date, and on each subsequent anniversary of the Execution Date as specified in Section 5.1 of this Agreement is: $___________