Non-Exclusive Software and Evaluation Licence Agreement

Background

1. UCLB is a wholly owned subsidiary company of UCL (defined below).
2. UCL has developed certain technology and owns certain intellectual property rights relating to an artificial intelligence-enabled digital pathology platform for analysing pathology slide images, including the Software (defined below).
3. The Licensee wishes to acquire rights to use the Software for internal research and evaluation purposes and to provide feedback to UCLB, all in accordance with the provisions of this Agreement (all terms as defined below).

1. Definitions

In this Agreement, the following words shall have the following meanings:

Affiliate

In relation to a Party, means any entity or person that Controls, is Controlled by, or is under common Control with that Party.

Business Day

Means a day, other than a Saturday or Sunday, on which English clearing banks are ordinarily open for the transaction of normal banking business in London.

Claims

Means all demands, claims and liability (whether criminal or civil, in contract, tort or otherwise) for losses, damages, costs and expenses of any nature whatsoever and all costs and expenses (including legal costs) incurred in connection therewith.

Commencement Date

Means the date on which the Licensee accepts the terms of this Agreement by ticking the checkbox referred to in Clause 2.

Confidential Information

Means:

1. any and all information that would qualify as a trade secret pursuant to the EU Trade Secrets Directive;
2. any and all information that would be regarded as confidential by a reasonable business person or information which is identified as being confidential or otherwise designated to show expressly that it is imparted in confidence including information relating to:
   1. the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the Disclosing Party;
   2. the operations, specifications, research, inventions, processes, initiatives, product information, know-how, designs, trade secrets or software of the Disclosing Party,

   in each case which is disclosed orally, visually (for example, in electronic form) or in writing by or on behalf of one Party to the other Party, and shall include any information, analyses, compilations, studies, minutes of meetings, or other documents or physical materials prepared by or on behalf of the Receiving Party which include or otherwise derive from information received from the Disclosing Party;

3. any copy of any of the foregoing; and
4. Schedule 1.

Control

Means direct or indirect beneficial ownership of fifty percent (50%) (or, outside a Party's home territory, such lesser percentage as is the maximum permitted level of foreign investment) or more of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that Party, as the case may be.

Data Protection Legislation

shall mean all applicable laws relating to data protection and privacy including (without limitation), the EU General Data Protection Regulation (2016/679) (GDPR), the UK GDPR, the UK Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any amending or replacement legislation from time to time.

Disclosing Party

Has the meaning given in Clause 7.1(a).

Field

Means for internal research and evaluation use only, including testing the Software and providing feedback to UCLB, and excluding any activities that relate to clinical diagnostic, patient management, commercial or revenue-generating use.

Indemnitees

Has the meaning given in Clause 8.4.

Intellectual Property Rights

Means copyright and related rights, rights in designs, rights in computer software, database rights and rights to preserve the confidentiality of information (including know-how and trade secrets), and all similar or equivalent rights which subsist or will subsist, now or in the future, in any part of the world.

Licensee

Means any hospital, pathology department, research institution or other organisation that obtains a licence to use the Software in accordance with the terms of this Agreement.

Parties

Means UCLB and the Licensee, and "Party" means either of them.

Principal Investigator

Means Dr. Charles-Antoine Collins-Fekete.

Receiving Party

Has the meaning given in Clause 7.1.

Software

Means the software described in Schedule 1 (excluding the source code).

Term

Means six (6) months from the Commencement Date.

Tobacco Company

Has the meaning given to that term in the Cancer Research UK Code of Practice on Tobacco Industry Funding for Universities from time to time.

UCL

Means University College London, an institution incorporated in the United Kingdom by Royal Charter, whose administrative offices are at Gower Street, London WC1E 6BT.

UCLB

Means UCL Business Ltd, a company incorporated in England and Wales under company registration number 02776963 and whose registered office is at University College London, Gower Street, London WC1E 6BT.

2. Acceptance

This Agreement shall be executed through the process prescribed on the online Octopath.ai platform accessible at www.octopath.ai which requires the Licensee to tick a checkbox to confirm its acceptance of the terms of this Agreement. For the avoidance of the doubt, by ticking such checkbox, the Licensee agrees to be bound by this Agreement. If the Licensee does not agree to this Agreement, it must not download, access, install or use the Software.

3. Grant of Rights

3.1 Licences. In consideration of the sum of one pound sterling (£1) now paid by the Licensee to UCLB, receipt of which UCLB hereby acknowledges, and the mutual promises and obligations of the Parties contained in this Agreement, UCLB grants to the Licensee a non-exclusive, non-transferable, revocable licence to use the Software in object code form only within the Field during the Term and solely in accordance with the terms of this Agreement.

The licence granted under this Clause 3.1 includes the right for the Licensee to copy, display, and install the Software solely to the extent reasonably necessary for such permitted use.

The Licensee shall not, without the prior written consent of UCLB, use the Software for any purpose other than the permitted purpose expressly contemplated by this Agreement, including for any clinical diagnostic, patient management or commercial purpose.

All other rights not expressly licensed in this Clause 3.1 are expressly reserved to UCLB.

3.2 The rights granted to the Licensee under this Agreement do not include the right to grant sub-licence(s) to any third parties.

4. Use of the Software

4.1 The Licensee shall:

1. use the Software in accordance with the terms of this Agreement;
2. test the Software and provide written feedback to UCLB 30 days prior to the end of the Term;
3. effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person;
4. use the Software solely at the location(s) or premises notified by the Licensee to UCLB prior to the Commencement Date;
5. use the Software in accordance with applicable laws and regulations, including applicable data protection laws and will obtain and maintain in force all necessary approvals, consents and authorisations to use the Software; and
6. reproduce a copyright notice on every copy of the Software (including partial copies) and on any accompanying manuals and documentation in the form "Copyright © UCL Business Ltd 2026. All rights reserved". Trademark and other proprietary notices must also be reproduced but the Licensee has no other right to use the name, trademark, logo or other designation of University College London or UCL Business.

4.2 The Licensee shall not:

1. supply the Software to any third party;
2. make copies of the Software except incidental to normal use of the Software on its internal computer system and make only such copies of the Software as are properly and reasonably necessary for the purpose of back-up and operational security;
3. reverse engineer, decompile, disassemble, benchmark, validate, modify or adapt the Software except to the extent expressly permitted by law;
4. use the Software, or any output from the Software, for clinical diagnosis, clinical decision-making, patient management or commercial use; or
5. use the Software in any research that is subject to any contractual obligations to another person, company, institution, government agency or any other organisation.

4.3 The Licensee shall not use the Software for any diagnostic purposes involving human subjects.

5. Supply of the Software

5.1 The Software shall be made available (in a downloadable format and in object code form only) to the Licensee immediately after it has executed this Agreement by completing the process indicated in Clause 2.

6. Intellectual Property

6.1 All Intellectual Property Rights in the Software shall remain at all times the property of UCLB. The Licensee shall acquire no rights in any such Intellectual Property Rights except as expressly provided in this Agreement.

6.2 In the event that the Licensee makes or observes any new discovery or improvement or invention relating to the Software in its exercise of the licence hereunder ("Invention") then the Licensee shall promptly bring this to the attention of UCLB. The Licensee shall not file patent application(s) claiming any Invention or use any Invention for any purpose or disclose or distribute any Invention to any third party, without the prior written consent of UCLB.

6.3 The Parties hereby agree that:

1. the ownership of all Inventions and any Intellectual Property Rights relating to the Software developed by the Licensee shall vest in UCLB. The Licensee agrees to assign and does hereby assign to UCLB any and all of its rights, title and interest in such Inventions and Intellectual Property Rights. The Licensee shall execute all such documents and do all such things as UCLB may request to ensure that such Inventions and Intellectual Property Rights vest in UCLB.
2. All feedback, reports and non-patient-identifiable results obtained in the course of any research or evaluation by the Licensee under this Agreement will be promptly submitted to UCLB. UCLB and its Affiliates may use such feedback, reports and results for research, development, regulatory, commercialisation and impact reporting purposes. The Licensee shall not provide UCLB with any patient-identifiable information unless this has been separately agreed in writing by UCLB.

6.4 Uploaded Data and AI Training

1. The Licensee acknowledges that, during its evaluation of the Software, it may upload or otherwise make available to the Software pathology slide images, associated metadata, annotations, comments, feedback, results and other materials relating to its evaluation of the Software ("Uploaded Data").
2. The Licensee shall retain ownership of the Uploaded Data.
3. Subject to Clause 6.4 (e), the Licensee grants to UCLB, UCL and their Affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, copy, store, process, analyse and create derivative works from the Uploaded Data for the purposes of evaluating, validating, developing, improving and training the Software and any related artificial intelligence models or algorithms.
4. The Licensee shall ensure that the Uploaded Data is anonymised before it is uploaded to the Software and does not contain any information that directly identifies an individual patient. The Licensee shall be responsible for ensuring that it has obtained all necessary rights, permissions, approvals and consents required to upload the Uploaded Data and to grant the licence set out in this Clause 6.4.
5. The Licensee may opt out of the use of its Uploaded Data for the purpose of training or improving the Software or any related artificial intelligence models or algorithms by notifying UCLB in writing. Following receipt of such notice, UCLB shall cease using the Uploaded Data subsequently uploaded by the Licensee for such purposes. For the avoidance of doubt, UCLB shall not be required to remove the Uploaded Data already incorporated into previously developed models, algorithms, aggregated datasets or analytical outputs prior to receipt of the opt-out notice.
6. UCLB shall not attempt to identify or re-identify any individual from the Uploaded Data and shall treat non-public Uploaded Data as Confidential Information of the Licensee, provided that UCLB, UCL and their Affiliates may use any aggregated, anonymised, statistical or non-identifying learnings, outputs, results or performance metrics derived from the Uploaded Data for research, development, regulatory, commercialisation and impact reporting purposes.

7. Confidential Information

7.1 Confidentiality obligations. Each Party ("Receiving Party") undertakes:

1. to maintain as secret and confidential all Confidential Information obtained directly or indirectly from the other Party ("Disclosing Party") in the course of or in anticipation of this Agreement and to respect the Disclosing Party's rights therein;
2. to use such Confidential Information only for the purposes of this Agreement; and
3. to disclose such Confidential Information only to those of its employees, and contractors pursuant to this Agreement (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of this Agreement. UCLB may disclose the Confidential Information to UCL including in order to fulfil its reporting obligations to UCL.

7.2 Exceptions to obligations. The provisions of Clause 7.1 shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence:

1. was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal;
2. is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party;
3. is or becomes generally available to the public through no act or default of the Receiving Party or its agents, employees, or Affiliates;
4. the Parties agree in writing is not confidential and may be disclosed;
5. the Receiving Party is required to disclose to the courts of any competent jurisdiction, or to any government regulatory agency or financial authority, provided that the Receiving Party shall (i) inform the Disclosing Party as soon as is reasonably practicable, provided that so informing is not prohibited, and (ii) at the Disclosing Party's request seek to persuade the court, agency or authority to have the information treated in a confidential manner, where this is possible under the court, agency or authority's procedures;
6. a Party is advised by its legal counsel that disclosure is required under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004;
7. where a Party (acting reasonably) decides it is necessary for them to make a voluntary notification or disclosure of any Confidential Information to comply with the provisions of the UK's National Security and Investment Act 2021.

7.3 Disclosure to employees. The Receiving Party shall procure that all of its employees, and contractors pursuant to this Agreement (if any) who have access to any of the Disclosing Party's information to which Clause 7.1 applies, shall be made aware of and subject to these obligations and shall have entered into written undertakings of confidentiality at least as restrictive as Clause 7.1 and which apply to the Disclosing Party's Confidential Information.

7.4 Return of information. Upon any termination of this Agreement, the Receiving Party shall return to the Disclosing Party any documents or other materials that contain the Disclosing Party's Confidential Information (which remains confidential as at the date of termination of this Agreement) including all copies made and make no further use or disclosure thereof.

8. Warranties and Liability

8.1 Warranties by the Licensee. The Licensee warrants and undertakes to UCLB that:

1. it has the right to enter into this Agreement;
2. it is duly organised and existing under the laws of the jurisdiction in which it is established and has all necessary authority, power and capacity to perform its obligations under this Agreement;
3. it is not, and each of its Affiliates is not, at the Commencement Date and will not during the term of this Agreement be a Tobacco Company or an Affiliate of a Tobacco Company; and
4. the Software shall not at any time be used by the Licensee in connection with any activities that are funded directly or indirectly by a Tobacco Company or an Affiliate of a Tobacco Company.

8.2 Acknowledgements. The Licensee acknowledges that:

1. the Software is at an early stage of development. Accordingly, specific results cannot be guaranteed and the Software including any results, materials, information and other items (together "Delivered Items") provided under this Agreement are provided "as is" and without any express or implied warranties, representations or undertakings. As examples, but without limiting the foregoing, UCLB does not give any warranty that Delivered Items are of merchantable or satisfactory quality, are fit for any particular purpose, comply with any sample or description, or are viable, uncontaminated, safe, non-toxic, free from bugs, errors, defects, viruses, malware or other harmful elements, or that their use will be uninterrupted;
2. the Software is to be used within the Field only and is not intended to be used for clinical diagnosis, clinical decision-making or patient management;
3. UCLB shall have no obligations to provide support or maintenance services, or provide any information, assistance, or consultancy services, in relation to the Software; and
4. UCLB has not performed any searches or investigations into the existence of any third party rights that may affect any of the Software.

8.3 No other warranties.

1. Each of Licensee and UCLB acknowledge that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
2. Without limiting the scope of Clause 8.3(a), UCLB does not make any representation nor give any warranty or undertaking:
   1. as to the efficacy or usefulness of the Software;
   2. that the use of the Software will be uninterrupted or error-free;
   3. that the use of the Software will not infringe any other intellectual property or any other rights of any other person; or
   4. as imposing any obligation on UCLB to bring or prosecute actions or proceedings against third parties for infringement or to defend any action.

8.4 Indemnity. The Licensee shall indemnify UCLB and its Affiliates, and their respective officers, directors, council members and employees, students and consultants, including the Principal Investigator (together, the "Indemnitees") against all Claims arising out of or in connection with:

1. the Licensee's use of the Software;
2. the results of the Licensee's internal research conducted using the Software; and
3. any breach by the Licensee of the terms of this Agreement.

The indemnity given by the Licensee to each Indemnitee under this Clause 8.4 will not apply to any Claim to the extent that it is attributable to the negligent act or omission, reckless misconduct or intentional misconduct of that Indemnitee.

8.5 Liability.

8.5.1 To the extent that any Indemnitee has any liability in contract, tort, or otherwise under or in connection with this Agreement, including any liability for breach of warranty, their liability shall be limited in accordance with the following provisions of this Clause 8.5.

8.5.2 The aggregate liability of the Indemnitees shall be limited to ten thousand pounds (£10,000) sterling.

8.5.3 In no circumstances shall either Party or any Indemnitee be liable for:

1. any loss of profits (whether direct or indirect);
2. any loss of revenue (other than revenue due under this Agreement), business opportunity or goodwill; or
3. any loss, damage, cost or expense of any nature that is of an indirect, special or consequential nature,

in each case, which arises directly or indirectly from that Party's breach or non-performance of this Agreement, or negligence in the performance of this Agreement or from any liability arising in any other way out of the subject matter of this Agreement even if the Party bringing the claim has advised the other Party or the relevant Indemnitee of the possibility of those losses arising, or if such losses were within the contemplation of the Parties or the Indemnitee.

8.6 If the Licensee becomes aware of any of the following matters, it shall immediately notify UCLB of:

1. any claim made or threatened against the Licensee with regard to the Software including that exploitation of the Software infringes the rights of any third party; or
2. any other form of attack, charge or claim to which the Software may be subject, made or threatened against the Licensee.

9. Compliance

9.1 The Licensee shall (and shall ensure that any persons associated with it engaged in the performance of this Agreement shall) comply fully with all applicable laws and codes of practice including those relating to the Bribery Act 2010 and the Modern Slavery Act 2015.

9.2 The Licensee shall notify UCLB immediately in writing if a Tobacco Company acquires ownership or Control of the Licensee, or the Licensee acquires ownership or Control of a Tobacco Company.

10. Duration and Termination

10.1 Commencement and Termination by expiry. This Agreement, and the licences granted hereunder, shall come into effect on the Commencement Date and, unless terminated earlier in accordance with this Clause 10, shall continue in force for the Term.

10.2 Early termination.

1. Without prejudice to any other right or remedy, either Party may terminate this Agreement at any time by notice in writing to the other Party ("Other Party"), such notice to take effect as specified in the notice:
   1. if the Other Party is in material breach of this Agreement and, in the case of a breach capable of remedy within thirty (30) days, the breach is not remedied within thirty (30) days of the Other Party receiving notice specifying the breach and requiring its remedy; or
   2. if: (A) the Other Party becomes insolvent or unable to pay its debts as and when they become due, (B) a liquidator, administrator, administrative receiver, receiver or trustee is appointed in respect of the whole or any part of the Other Party's assets or business, it being understood that the right to give notice to terminate this Agreement continues throughout the period of such appointment, (C) the Other Party ceases to continue its business, or (D) as a result of debt and/or maladministration the Other Party takes or suffers any similar or analogous action.
2. This Agreement shall terminate immediately without the need for notice if an order is made or a resolution is passed for the winding up of either Party (other than in circumstances where such order is made or resolution is passed voluntarily for the purpose of solvent amalgamation or reconstruction and notice has been given to the other Party prior to the passing of the same).
3. UCLB may terminate this Agreement by giving written notice to the Licensee, such termination to take effect forthwith or as otherwise stated in the notice if:
   1. the Licensee commences legal proceedings, or assists any third party to commence legal proceedings, to challenge the validity or ownership of the Software; or
   2. if UCLB receives notification from the Licensee pursuant to Clause 9.2, or is otherwise made aware that there has been an acquisition of the type referred to in Clause 9.2; or
   3. if UCLB is made aware that the Licensee has breached either of the warranties in Clause 8.1(c) or Clause 8.1(d).
4. A Party's right of termination under this Agreement, and the exercise of any such right, shall be without prejudice to any other right or remedy (including any right to claim damages) that such Party may have in the event of a breach of contract or other default by the other Party.
5. The licence granted under this Agreement shall be deemed to be terminated automatically if this Agreement is voided under the UK's National Security and Investment Act 2021.

10.3 Consequences of termination.

1. Upon termination of this Agreement for any reason:
   1. the Licensee shall no longer be licensed to use or otherwise exploit in any way, either directly or indirectly the Software except to the extent that it ceases or has ceased to be confidential in accordance with this Agreement;
   2. the Parties will adhere to the provisions of Clause 7.4; and
   3. subject as provided in this Clause 10.3, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other.
2. Upon termination of this Agreement for any reason the provisions of Clauses 1, 6, 7, 8.4, 8.5, 10.3, 11 and 12 shall remain in force.

11. Data Protection

11.1 Each Party shall comply with the Data Protection Legislation. The terms "controller", "processor", "data subject", "personal data" and "processing" shall have the meanings set out in the Data Protection Legislation.

12. General

12.1 Amendment. This Agreement may only be amended in writing signed by duly authorised representatives of UCLB and the Licensee.

12.2 Notices.

1. Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by email to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below, or such other address that Party may from time to time notify to the other Party in accordance with this Clause 12.2. The email addresses of the Parties are as follows:

   UCLB: legal@uclb.com

   Licensee: the email address provided by the Licensee when requesting or accessing the Software

2. Notices sent as above shall be deemed to have been received three (3) Business Days after the day of posting (in the case of inland first class mail), or seven (7) Business Days after the date of posting (in the case of air mail), or on the next Business Day after transmission (in the case of email messages).

12.3 Law and Jurisdiction. The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties hereby submit, except that a Party may seek an interim injunction in any court of competent jurisdiction.

Schedule 1

Software:

The Octopath AI software platform, being an artificial intelligence-enabled digital pathology software platform designed to enable users to upload pathology slide images for internal research and evaluation purposes and to generate AI-assisted outputs relating to the analysis of such images. The Software includes the object code, executable files, user interface, models, algorithms, workflows, documentation and other materials made available by UCLB to the Licensee for use under this Agreement, but excludes the source code.

Location:

The Software shall be made available through the online Octopath AI platform at www.octopath.ai