CHROMA PARAMETERS LICENSE

THE CHROMA PARAMETERS (AS DEFINED BELOW) ARE MADE AVAILABLE BY OR ON BEHALF OF GENERATE BIOMEDICINES, INC. (“LICENSOR”) TO LICENSEES (AS DEFINED BELOW). THE CHROMA PARAMETERS ARE PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OR SHARING OF THE CHROMA PARAMETERS OTHER THAN AS EXPRESSLY AUTHORIZED UNDER THIS LICENSE IS STRICTLY PROHIBITED.

THIS LICENSE GRANTS LICENSEE THE RIGHT TO USE THE CHROMA PARAMETERS AND/OR ANY OUTPUTS (AS DEFINED BELOW) SOLELY FOR NONCOMMERCIAL PURPOSES AND ONLY TO THE EXTENT SET FORTH HEREIN. FOR THE AVOIDANCE OF DOUBT, LICENSEE MAY NOT USE THE CHROMA PARAMETERS AND/OR OUTPUTS UNDER THE TERMS OF THIS LICENSE FOR, OR IN ANTICIPATION OF, ANY COMMERCIAL PURPOSE. FURTHER, LICENSEE MAY NOT SHARE (AS DEFINED BELOW) THE CHROMA PARAMETERS WITH ANY THIRD PARTY. AS A NON-LIMITING EXAMPLE, THIS LICENSE APPLIES TO THE USE OF THE CHROMA PARAMETERS WITH THE COLAB NOTEBOOK PRESENT ON THE LICENSOR'S WEBSITE AND/OR ANY OUTPUTS RESULTING FROM THE USE OF THE CHROMA PARAMETERS WITH THE COLAB NOTEBOOK PRESENT ON THE LICENSOR'S WEBSITE.

IF YOU ARE NOT ELIGIBLE TO USE THE CHROMA PARAMETERS UNDER THE TERMS OF THIS LICENSE (FOR EXAMPLE, IF YOU DO NOT MEET THE DEFINITION OF LICENSEE) OR IF YOU WOULD LIKE TO SHARE THE CHROMA PARAMETERS AND/OR OTHERWISE USE THE CHROMA PARAMETERS BEYOND THE SCOPE OF RIGHTS GRANTED HEREIN (INCLUDING FOR COMMERCIAL PURPOSES), YOU MAY CONTACT LICENSOR AT: licensing@generatebiomedicines.com.

BY DOWNLOADING AND/OR EXERCISING ANY RIGHTS TO THE CHROMA PARAMETERS PROVIDED HERE, LICENSEE ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE (“LICENSE”). If LICENSEE IS accessing and using the CHROMA PARAMETERS on behalf of a LEGAL ENTITY (such as LICENSEE’S employer), LICENSEE representS and warrantS that IT haS the authority to bind that entity to this License. In that case, “LICENSEE” will refer to that entity.

1. Definitions.
   1. “Chroma Parameters” means the trained and learnt weights and parameters made available to Licensee by or on behalf of Licensor pursuant to this License.
   2. “Licensee” means: (1) academic institutions and non-profit research organizations, or (2) individuals who are not employed by, providing services to or for, or otherwise affiliated with any commercial and/or for-profit entity engaged in a business for which proteins may be or may become relevant (as determined by Licensor in its sole discretion), in each case who accept and agree to be bound by the terms of this License.
   3. “Noncommercial” means not intended for or directed toward commercial advantage or monetary compensation, including the provision of Outputs as a service.
   4. “Output” means any results, data or information produced by, or otherwise derived from operating the Chroma Parameters in any manner, including any protein and/or amino acid sequences identified, generated, or otherwise predicted in connection with the operation of the Chroma Parameters.
   5. “Share” means any transmission, reproduction, publication, public display, dissemination, communication, or any other sharing, including by physical, electronic or other means.
   6. “Use” includes, but is not limited to, downloading or loading into memory, operating, fine tuning, modifying, updating, running, training, evaluating and/or reparametrizing the Chroma Parameters and generating any Output.
   7. “Work Product” means any work of authorship, including writings, reports, drawings, sculptures, illustrations, video recordings, audio recordings, computer programs, and charts, arising from or relating to the Chroma Parameters and/or Output. For the avoidance of doubt, research papers, articles, and/or presentations that present, or are derived from, Chroma Parameters and/or Output shall be deemed to be Work Product.
2. Grant of License. Subject to the terms and conditions of this License (including but not limited to the restrictions set forth in Section 4), Licensor hereby grants to Licensee a limited, worldwide, royalty-free, non-exclusive, non-transferable and non-sublicensable license under: (1) all copyright rights and works of authorship (whether or not copyrightable) embodied within the Chroma Parameters, including without limitation all software (including all source code, object code and associated documentation), algorithms, and designs, and (2) the patent claims licensable by Licensor that are necessarily infringed by the Chroma Parameters, in each case, as owned by Licensor to:
   1. Use the Chroma Parameters solely internally and solely for Noncommercial purposes; and
   2. Create modifications of the Chroma Parameters, provided that all modifications of the Chroma Parameters: (1) will be subject to the terms and conditions of this License, and (2) may be Used by Licensee solely internally and solely for Noncommercial purposes.
   Except as expressly set forth in this Section 2, Licensor reserves all rights not expressly granted to Licensee.
3. Output. Licensor claims no rights in the Output. Licensee agrees that it will use the Output solely for Noncommercial purposes, and Licensee agrees not to contravene any provision of this License with Licensee’s use of the Output.
4. Restrictions.
   1. Licensee may Use the Chroma Parameters and/or any Output only as set forth in Section 2 and 3 respectively, and only if Licensee meets the definition of Licensee as set forth herein.
   2. Use of the Chroma Parameters and/or any Output which may directly or indirectly result in the creation or furtherance of agents intended to do harm to humans, other animals, or the environment is strictly prohibited and will result in an immediate termination of this license.
   3. Without limiting the foregoing, Licensee will not: (a) Use the Chroma Parameters or Outputs in any way not expressly permitted under this License (including, without limitation, for any commercial purpose); (b) Share the Chroma Parameters with any third party or otherwise authorize a third party to Use the Chroma Parameters on Licensee’s behalf; or (c) Use the Chroma Parameters and/or Outputs in violation of applicable law.
   4. If Licensee institutes litigation or other proceedings against Licensor, its affiliates or any other person or entity (including a cross-claim or counterclaim in a lawsuit): (1) alleging that the Chroma Parameters or Output, or any functionality of any portion of any of the foregoing, constitutes infringement of intellectual property rights or other rights owned or licensable by Licensee, or (2) challenging any intellectual property rights licensed hereunder (including without limitation the ownership, validity, or status of such intellectual property rights), then, in each case, any licenses granted to Licensee under this License shall automatically and without further action by Licensor terminate as of the date such litigation or claim is filed or instituted. Licensee agrees to indemnify and hold harmless Licensor, its affiliates, and their respective directors, officers, employees, contractors and agents from and against any liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature arising out of a claim by any third party resulting from or related to Licensee’s Use of the Chroma Parameters and/or Output.
5. Attribution. In the event Licensee prepares or has prepared any Work Product, and such Work Product references, directly or indirectly, the Chroma Parameters, such Work Product must: (a) identify that the Licensor is the creator of the Chroma Parameters; (b) include a copyright notice; (c) indicate if Licensee created modifications of the Chroma Parameters and describe such modifications in reasonable detail; and (d) indicate the Chroma Parameters are licensed under this License, and include the text of, or the URI or hyperlink to, this License along with a notice that refers to the disclaimer of warranties set forth in this License. In the event Licensee prepares or has prepared any Work Product, and such Work Product references only Output, such Work Product must identify that the Output was produced by, or otherwise derived from operating the Chroma Parameters, and include the information required in clauses (a) and (d) above. For the avoidance of doubt, Licensee may satisfy the conditions in this Section 5 in any reasonable manner based on the medium, means, and context in which Licensee has used these Chroma Parameters and/or any Output.
6. Trademarks. This License does not grant permission to use Licensor's trade names, trademarks, service marks, or product names, except to the extent expressly required pursuant to Section 5 of this License.
7. Disclaimer of Warranty. LICENSOR OFFERS THE CHROMA PARAMETERS ON AN “AS-IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE CHROMA PARAMETERS OR OUTPUT, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. LICENSEE IS solely responsible for determining the appropriateness of using the CHROMA PARAMETERS OR ANY OUTPUT, and assume any risks associated with its exercise of permissions under this License.
8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall Licensor be liable to LICENSEE OR ANY OF ITS AFFILIATES for damages of any kind, including but not limited to any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the CHROMA PARAMETERS AND/OR OUTPUT (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Licensor has been advised of the possibility of such damages.
9. Term and Termination. This License applies for so long as the rights licensed in Section 2 hereunder remain protected by copyright and/or patent law, as applicable. However, if Licensee fails to comply with this License, then Licensee’s rights under this License terminate automatically and without further action by the Licensor.
   1. For the avoidance of doubt, this Section 10 does not affect any right the Licensor may have to seek remedies for Licensee’s violations of this License.
   2. For the avoidance of doubt, the Licensor may also offer the Chroma Parameters under separate terms or conditions or stop distributing the Chroma Parameters at any time; however, doing so will not terminate this License so long as Licensee remains in compliance with all terms and conditions hereunder.
   3. Sections 1, 3, 4(a – c) (solely with respect to Output), 4(d), 5, 6, 7, 8, 9(c) and 11 survive termination of this License.
10. Interpretation.
    1. To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions.
    2. No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.
11. Governing Law and Jurisdiction. This License will be governed and construed under the laws of the State of Delaware without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this License. The courts of Delaware shall have exclusive jurisdiction of any dispute arising out of this License.
12. Additional License Rights. Any expansion of the rights granted herein to Licensee will only be effective if memorialized in a written agreement between Licensor and the applicable licensee seeking such expansion of rights. However, Licensor shall be under no obligation whatsoever to grant such expansion of rights.