Broad Institute Public License 1.0 (BIPL 1.0) 1. DEFINITIONS. 1.1. ''Commercial Use'' means distribution or otherwise making the Covered Code available to a third party. 1.2. ''Contributor'' means each individual that creates or contributes to the creation of Modifications, whether on his or her own behalf or on behalf of his or her employer. ''Contributor'' shall not include Initial Developer, notwithstanding any Modifications that may be contributed by Initial Developer. 1.3. ''Covered Code'' means the Original Code or Modifications or the combination of the Original Code and Modifications, in each case in their entirety or any portions thereof. 1.4. ''Effective Date'' means the date You download the Covered Code and exercise any of the rights granted to You in this License. 1.5. ''Electronic Distribution Mechanism'' means a mechanism generally accepted in the software development community for the electronic transfer of data or software programs. 1.6. ''Executable'' means Covered Code in any form other than Source Code. 1.7. ''Initial Developer'' means the individual(s) or entity(ies) identified as the Initial Developer in the Source Code notice required by Exhibit A. 1.8. ''Larger Work'' means a work which combines Covered Code with code not governed by the terms of this License and which is not a Modification. 1.9. ''License'' means this document. 1.10. ''Licensable'' means having the right to grant, whether at the time of the initial grant or subsequently acquired, any and all of the rights conveyed herein. 1.11. ''Modifications'' means: (i) any addition to or deletion from the substance or structure of the Original Code; or (ii) any addition or deletion to the results of (i). Each of (i) and (ii) and any continuing additions or deletions to (i) and (ii) are all Modifications. When Covered Code is released as a series of files, a Modification is: (a)Any addition to or deletion from the contents of a file containing Original Code or previous Modifications; or (b) Any new file that contains any part of the Original Code or previous Modifications. 1.12. ''Original Code'' means Source Code of computer software code described as ''Original Code'' in the Source Code notice required by Exhibit A. 1.13. ''Patent Claims'' means any patent claim(s), now owned or hereafter acquired, including without limitation, method, process, and apparatus claims, in any patent Licensable by Contributor. 1.14. ''Source Code '' means the preferred form of Covered Code for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an Executable, or source code comparisons against either the Original Code or another well known, available Covered Code of the Contributor's choice. The Source Code can be in a compressed or archival form provided the appropriate decompression or de-archiving software is widely available for no charge. 1.15. ''You '' (or ''Your '') means an individual exercising rights under, and complying with all of the terms of, this License or a future version of this License issued pursuant to Section 5.1. 2. SOURCE CODE LICENSE. 2.1. The Initial Developer Grant. Subject to third party intellectual property claims, the Initial Developer hereby grants You, as of the Effective Date, a world-wide, royalty-free, non-exclusive license, under intellectual property rights (other than patent or trademark) Licensable by Initial Developer, to run, reproduce, modify, display, perform, sublicense, and distribute the Original Code (or portions thereof) with or without Modifications, and/or as part of a Larger Work. 2.2. Contributor Grant. Subject to third party intellectual property claims, each Contributor hereby grants the Initial Developer and You, as of the Effective Date, a world-wide, royalty-free, non-exclusive license: (a) under intellectual property rights (other than patent or trademark) Licensable by Contributor, to run, reproduce, modify, display, perform, sublicense, and distribute the Modifications created by such Contributor (or any portions thereof) either on an unmodified basis, with Modifications, as Covered Code, and/or as part of a Larger Work; and (b) under Patent Claims Licensable by Contributor that are infringed by the exercise of the license granted under Section 2.2(a), and solely to the extent necessary to exercise the license granted under Section 2.2(a), to make, use, sell, offer for sale, or import: 1) Modifications made by that Contributor (or any portions thereof); and 2) the combination of Modifications made by that Contributor with its version of Covered Code (or any portions of such combination). 3. DISTRIBUTION OBLIGATIONS. 3.1. Application of License and Additional Terms. This License applies to code to which the Initial Developer has attached the notice in Exhibit A and to resulting Covered Code. The Modifications which You create or to which You contribute are governed by all of the terms of this License. The Source Code version of Covered Code shall be distributed only under the terms of this License or a future version of this License released in accordance with Section 5.1, and You must include a copy of this License with every copy of the Source Code You distribute. You may not offer or impose any terms on any Source Code version that alters or restricts the applicable version of this License or the recipients' rights hereunder. However, You may choose to offer, and to charge a fee for, warranty, support, indemnity, or liability obligations to one or more recipients of Covered Code; provided that You do so only on Your own behalf and not on behalf of the Initial Developer or any Contributor. You must make it absolutely clear than any such warranty, support, indemnity, or liability obligation is offered by You alone, and You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of warranty, support, indemnity, or liability terms You offer.. 3.2. Availability of Source Code. Any Modification that You create or to which You contribute must be made available in Source Code form under the terms of this License either on the same media as an Executable version or via an accepted Electronic Distribution Mechanism to anyone to whom You made an Executable version available; and if made available via Electronic Distribution Mechanism, must remain available for at least twelve (12) months after the Effective Date, or at least six (6) months after a subsequent version of that particular Modification has been made available to such recipients. You are responsible for ensuring that the Source Code version remains available even if the Electronic Distribution Mechanism is maintained by a third party. 3.3. Description of Modifications. You must cause all Covered Code to which You contribute to contain a file documenting the changes You made to create that version of Covered Code and the date of any change. You must include a prominent statement that the Modification is derived, directly or indirectly, from Original Code provided by the Initial Developer and including the name of the Initial Developer in (a) the Source Code, and (b) in any notice in an Executable version or related documentation in which You describe the origin or ownership of the Covered Code. 3.4. Intellectual Property Matters. (a) Third Party Claims. If Contributor has knowledge that a license under a third party's intellectual property rights is required to exercise the rights granted by such Contributor under Section 2.2, Contributor must include a text file with the Source Code distribution titled ''LEGAL,'' which describes the claim and the party making the claim in sufficient detail that a recipient will know who to contact. If Contributor obtains such knowledge after Contributor makes the Covered Code available, Contributor shall promptly modify the LEGAL file in all copies Contributor makes available thereafter and shall take other steps (such as notifying appropriate mailing lists or newsgroups) reasonably calculated to inform those who received the Covered Code from Contributor that new knowledge has been obtained. (b) Contributor APIs. If Contributor's Modifications include an application programming interface and Contributor has knowledge of patent licenses which are reasonably necessary to implement that API, Contributor must also include this information in the LEGAL file. (c) Representations. Contributor represents that, except as disclosed pursuant to Section 3.4(a) above, Contributor believes that Contributor's Modifications are Contributor's original creation(s) and/or Contributor has sufficient rights to grant the rights conveyed by this License. 3.5. Required Notices. You must duplicate the notice in Exhibit A in each file of the Source Code. If it is not possible to put such notice in a particular Source Code file due to its structure, then You must include such notice in a location (such as a relevant directory) where a user would be likely to look for such a notice. If You created one or more Modification(s), You shall add Your name as a Contributor to the notice described in Exhibit A. You must also duplicate this License in any documentation for the Source Code that You distribute where You describe recipients' rights or ownership rights relating to the Covered Code. 3.6. Distribution of Executable Versions. You may distribute Covered Code in Executable form only if You have met the requirements of Section 3.1-3.5 for that Covered Code, and if You include a notice stating that the Source Code version of the Covered Code is available under the terms of this License, including a description of how and where You have fulfilled the obligations of Section 3.2. The notice must be conspicuously included in any notice in an Executable version, related documentation, or other related material in which You describe recipients' rights relating to the Covered Code. You may distribute the Executable version of Covered Code under a license of Your choice, which may contain terms different from this License, provided that You are in compliance with the terms of this License and that the license for the Executable version does not attempt to limit, expand, or alter the recipient's rights in the Source Code version from the rights set forth in this License. If You distribute the Executable version under a different license, You must make it absolutely clear that any terms which differ from or are in addition to this License are offered by You alone, not by the Initial Developer or any Contributor. You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of any such terms You offer. 3.7. Larger Works. You may create a Larger Work by combining Covered Code with other code not governed by the terms of this License and distribute the Larger Work as a single product. In such a case, You must make sure the requirements of this License are fulfilled for the Covered Code. 4. INABILITY TO COMPLY DUE TO STATUTE OR REGULATION. 4.1. Comply to the Maximum Extent Possible; Provide Notice. If it is impossible for You to comply with any of the terms of this License with respect to some or all of the Covered Code due to statute, judicial order, or regulation then You must: (a) comply with the terms of this License to the maximum extent possible; and (b) describe the limitations and the portion of the Covered Code they affect. Such description must be included in the LEGAL file described in Section 3.4 and must be included with all distributions of the Source Code. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill to be able to understand it. 4.2. Export Controls. If Your exercise of any rights granted in this License causes the Initial Developer or any Contributor to violate any applicable United States laws, regulations, executive orders and governmental requirements imposing export controls on certain items, materials, software, and technical information, or imposing embargoes, sanctions and/or other restrictions on making payments to, providing services or anything of value to, travel to, contracting with, or taking other actions respecting sanctioned countries, individuals and entities, or prohibiting corrupt payments and other practices in dealings with any foreign (non-U.S.) government, official, other entity or person, including without limitation, the Foreign Corrupt Practices Act, the Arms Export Control Act, the laws and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, by the Bureau of Industry and Security of the Commerce Department, or by the Directorate of Defense Trade Controls of the State Department (and their successor agencies), and Executive Order 13224 (collectively, ''Restrictions''), then all rights granted to You under this License shall immediately terminate. 5. VERSIONS OF THE LICENSE. 5.1. New Versions. The Initial Developer may publish revised and/or new versions of the License from time to time. Each version will be given a distinguishing version number. 5.2. Effect of New Versions. Once Covered Code has been published under a particular version of the License, You may always continue to use it under the terms of that version. You may also choose to use such Covered Code under the terms of any subsequent version of the License published by the Initial Developer. No one other than the Initial Developer has the right to modify the License terms applicable to Covered Code created under this License. 5.3. Derivative Licenses. If You create or use a modified version of this License (which You may only do in order to apply it to code which is not already Covered Code governed by this License), You must (a) rename Your license so that the phrases ''Broad,'' ''Broad Institute,'' ''BIPL,'' ''Massachusetts Institute of Technology,'' ''MIT,'' ''The Eli and Edythe L. Broad Institute,'' ''The Eli and Edythe L. Broad Institute, A Collaboration of Massachusetts Institute of Technology, Harvard University and affiliated Hospitals, and Whitehead Institute for Biomedical Research,'' ''Whitehead,'' ''Whitehead Institute,'' ''WIBR,'' or any confusingly similar phrase do not appear in Your license (except to note that Your license differs from this License) and (b) otherwise make it clear that Your version of the license contains terms which differ from the Broad Institute Public License. (Filling in the name of the Initial Developer, Original Code, or Contributor in the notice described in Exhibit A shall not of themselves be deemed to be modifications of this License). 6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 3.4(c), COVERED CODE IS PROVIDED UNDER THIS LICENSE ON AN AS IS BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED CODE IS WITH YOU. SHOULD ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER OR ANY CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED CODE, OR ANY SUPPLIER TO ANY OF SUCH PARTIES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 7. TERMINATION. 7.1. Breach. In addition to termination under Section 4.2, this License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. 7.2. Patent Infringement Litigation. (a) Immediate Termination. If You initiate patent infringement litigation against Initial Developer or a Contributor (the Initial Developer or Contributor against whom You file such action is referred to as ''Participant'') and/or against any entity affiliated with the Participant and/or that employs the Participant with respect to a patent applicable to Covered Code, or any portion thereof, then all rights granted to You under Sections 2.1 and 2.2 shall terminate as of the date such litigation is filed. (b) Value of License. If You assert a patent infringement claim against Participant and/or any related entity alleging that exercise of the rights granted in this License directly or indirectly infringes any patent where such claim is resolved (such as by license or settlement) prior to the initiation of or final resolution of patent infringement litigation, then the reasonable value of the licenses granted to You under Sections 2.1 and/or 2.2 shall be taken into account in determining the amount or value of any payment or license. 7.3. Sublicenses; Survival. In the event of termination under Sections 7.1 or 7.2(a) above, all sublicenses to the Covered Code which are properly granted under this License, and remain subject to this License, shall survive any termination of this License. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive. In the event of termination under Section 4.2, compliant sublicenses shall survive solely to the extent that such sublicenses do not violate the laws and regulations, etc. described in Section 4.2. 8. TRADEMARKS. This License does not grant any rights to use the trademarks, service marks, logos, or trade names belonging to: the Whitehead Institute for Biomedical Research; the Massachusetts Institute of Technology; or the Eli and Edythe L. Broad Institute, A Collaboration of Massachusetts Institute of Technology, Harvard University and affiliated Hospitals, and Whitehead Institute for Biomedical Research; or to any trademark, service mark, logo, or trade name belonging to any Contributor. 9. U.S. GOVERNMENT END USERS. 9.1. Commercial Item. Except as may be described in Exhibit A, the Covered Code is a ''commercial item,'' as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of ''commercial computer software'' and ''commercial computer software documentation,'' as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire Covered Code with only those rights set forth herein. 9.2. Obligations to the United States Government. To the extent any Contributor's Modification is subject to licensing obligations to the United States Government, such obligations shall be listed directly under Contributor's name on Exhibit A and shall describe the portion of the Modification to which such obligation applies. 10. MISCELLANEOUS. This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by Massachusetts law, excluding its conflict-of-law provisions (except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted). With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in the United States of America, any litigation relating to this License shall be subject to the jurisdiction of the Federal Courts of Massachusetts, with venue lying in Suffolk County, Massachusetts, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys' fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License. This License may be translated but the English version is the official version. 11. RESPONSIBILITY FOR CLAIMS. As between and among Initial Developer and Contributors, each party is responsible, jointly but not severally, for claims and damages arising, directly or indirectly, out of its grants and/or exercise of rights under this License, and You agree to cooperate with Initial Developer and Contributors to distribute such responsibility on an equitable basis. Nothing herein is intended or shall be deemed to constitute any admission of liability. 12. MULTIPLE-LICENSED CODE. Initial Developer may designate portions of the Covered Code as Multiple-Licensed. Multiple-Licensed means that the Initial Developer permits You to utilize portions of the Covered Code under Your choice of the Broad Institute Public License or the alternative licenses, if any, specified by the Initial Developer in the file described in Exhibit A. EXHIBIT A - Broad Institute Public License (BIPL). ''The contents of this file are subject to the Broad Institute Public License (the ''License''); You may not use this file except in compliance with the License. You may obtain a copy of the License at [INSERT LICENSE DOWNLOAD WEBSITE HERE]. Software distributed under the License is distributed on an ''AS IS'' basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License. The Original Code is ______________________________________, available at [INSERT ORIGINAL CODE DOWNLOAD WEBSITE HERE]. The Initial Developer of the Original Code is: (i) the Whitehead Institute for Biomedical Research (''WIBR''); and (ii) the Massachusetts Institute of Technology (''MIT'') through the Eli and Edythe L. Broad Institute, A Collaboration of Massachusetts Institute of Technology, Harvard University and affiliated Hospitals, and Whitehead Institute for Biomedical Research (the ''Broad Institute''). Portions created by WIBR are copyright (c) Whitehead Institute for Biomedical Research, [YEAR]. Portions created by MIT are copyright (c) Massachusetts Institute of Technology (Broad Institute), [YEAR]. Contributor(s): ______________________________________. Government Rights, if any: _______________________________. Alternatively, the contents of this Contributor's file may be used under the terms of the _____ license (the [___] License), in which case the provisions of [______] License are applicable instead of those above. If You wish to allow use of Your version of this file only under the terms of the [____] License and not to allow others to use Your version of this file under the BIPL, indicate Your decision by deleting the provisions above and replace them with the notice and other provisions required by the [___] License. If You do not delete the provisions above, a recipient may use Your version of this file under either the BIPL or the [___] License.'' [NOTE: The text of this Exhibit A may differ slightly from the text of the notices in the Source Code files of the Original Code. You should use the text of this Exhibit A rather than the text found in the Original Code Source Code for Your Modifications.]