UNIVERSITY OF CALIFORNIA, SAN FRANCISCO Office of Technology Management 
SOFTWARE LICENSE AGREEMENT 
This AGREEMENT is effective today by and between you, hereinafter referred to as “LICENSEE”, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“THE REGENTS”), a California constitutional corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California  94607-5200 and acting through its Office of Technology Management, University of California San Francisco, 185 Berry Street, Suite 4603, San Francisco, California 94107 (“UCSF”). 
This Agreement concerns copyrights in software jointly owned by THE REGENTS (representing both UCSF and the University of California Davis (“Davis”)), University of Pennsylvania (“Penn”), and University of Rochester (“Rochester”) and called OntoMapper, a rules-based approach to integrated data repository deployment. OntoMapper was conceived and developed by Dr. Robert Wynden, of UCSF (Case No. SF2008-154), in conjunction with Dr. Davera Gabriel of Davis, Dr. Maggie Massary of Penn, and Dr. Marco Casale of Rochester (“SOFTWARE”). By prior agreement, all owners have agreed that UCSF will take responsibility for managing and licensing the joint copyrights in SOFTWARE on behalf of the joint owners. 
TERMS 
1.	A non-exclusive nontransferable license is granted to the LICENSEE to install and use the SOFTWARE on computers located at LICENSEE's institution to which the LICENSEE has authorized access.  Use of this SOFTWARE is restricted to the LICENSEE, and sale of the SOFTWARE is expressly prohibited. 

2.	THE REGENTS, Penn and Rochester retain ownership of all materials delivered to the LICENSEE. Any modifications or derivative works based on the SOFTWARE are considered part of the SOFTWARE and ownership thereof is retained by THE REGENTS, Penn and Rochester. Annual reports of such modifications or derivatives are to be made to THE REGENTS. 

3.	The LICENSEE shall not disclose or transfer in any form either the delivered SOFTWARE or any modifications of or derivative works based on the SOFTWARE to third parties. 

4.	 The LICENSEE may make a reasonable number of copies of the SOFTWARE for the purposes of backup, maintenance of the SOFTWARE or the development of derivative works based on the SOFTWARE. These additional copies are subject to the terms of this Agreement, will carry the copyright notice, will be controlled by this Agreement, and will be destroyed by the LICENSEE upon termination of this Agreement. 

5.	If the LICENSEE receives a request to furnish all or any portion of the SOFTWARE to any third party, the LICENSEE will not fulfill such a request and will refer it in writing to THE REGENTS. 

6.	THE LICENSEE AGREES THAT THE SOFTWARE IS FURNISHED “AS IS” AND THAT THE REGENTS, PENN AND ROCHESTER MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS.

7.	Nothing in this agreement confers by implication, estoppel, or otherwise any rights in any intellectual property rights of any of the copyright owners except as set forth in this Agreement.

8.	In no event shall THE REGENTS, Penn and Rochester be liable for any use of such SOFTWARE.

9.	The parties intend that this Agreement is binding upon each of their respective heirs and assigns. 

10.	The license granted to LICENSEE hereunder may not be assigned or transferred to any other person or entity without the express written consent of THE REGENTS, which consent shall not be unreasonably withheld. 

11.	If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. 

12.	This Agreement may not be amended or superseded except in writing signed by the parties. 

13.	 This Agreement supersedes all other previous or contemporaneous agreements or understandings between the parties, whether verbal or written, concerning the subject matter hereof. 

14.	Use of this SOFTWARE in contractual arrangements with third parties requires such parties to license the SOFTWARE directly from THE REGENTS. 

15.	 Alterations of or additions to this Agreement shall be made in writing and duly executed by representatives of both parties. 

16.	The use of the SOFTWARE is restricted to the intended purpose and is not to be used for production purposes or reverse engineering. 

16.	This License is effective until terminated by either party.  Your rights under this License will terminate automatically without notice from THE REGENTS if you fail to comply with any term(s) of this License. You may terminate the license by giving written notice of termination to THE REGENTS. Upon termination of this License, you shall immediately discontinue all use of the SOFTWARE and destroy the original and all copies, full or partial, of the SOFTWARE, including any modifications or derivative works, and associated documentation. 

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE PRESSING THE “I ACCEPT” BUTTON DISPLAYED BELOW AND DOWNLOADING THE SOFTWARE.  BY PRESSING THE “I ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PRESS THE DECLINE BUTTON AND DO NOT USE THE SOFTWARE.