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Unified Medical Language System® (UMLS®)

SNOMED® LICENSE AGREEMENT

THIS AGREEMENT ("Agreement") is made as of June 30, 2003 by and between the College of American Pathologists (CAP), a not-for-profit Illinois corporation with offices at 325 Waukegan Road, Northfield, Illinois 60093-2750 and the National Library of Medicine, National Institutes of Health, Department of Health and Human Services (NLM) ("LICENSEE"), a U.S. federal government agency located at 8600 Rockville Pike, Bethesda, MD 20894.

WHEREAS, CAP has developed a concept-based work of medical nomenclature and classification with multiple hierarchies and semantic definitions in machine-readable format known as SNOMED Clinical Terms® ("SNOMED CT" ®), collectively known as SNOMED®, the Systematized Nomenclature of Medicine.

WHEREAS, LICENSEE has statutory responsibility to aid the dissemination and exchange of scientific and other information important to the progress of medicine and the public health;

WHEREAS, LICENSEE has statutory authority to develop and make available bibliographic, molecular biology, biochemistry, genetics, health services, clinical practice, and technology assessment databases and related methods and tools and to conduct and support research in biomedical information transfer, including clinical uses of research databases;

WHEREAS, LICENSEE produces and distributes the Unified Medical Language System® (UMLS®) Metathesaurus®, a machine-readable knowledge source useful in creating, exchanging, and retrieving information in a variety of settings, and also uses this knowledge source in LICENSEE's own database development, information retrieval, and informatics research activities;

WHEREAS, LICENSEE wishes to incorporate SNOMED into the UMLS Metathesaurus under terms that facilitate the use of SNOMED in health information creation, dissemination, exchange, and research in the United States;

WHEREAS, CAP wishes to grant LICENSEE the rights necessary to do so, subject to the terms of this agreement;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

  1. DEFINITIONS

    1.1 SNOMED®._ For purposes of this agreement,

    "SNOMED CT" shall be defined as the U.S. English language edition of SNOMED Clinical Terms® Core Content, provided by CAP therewith, as well as any updates to the SNOMED CT Core Content and any Spanish edition of the foregoing that is owned by CAP.

    "SNOMED CT Core Content" shall be defined as the categories of information currently provided by CAP in the concepts table, descriptions table, relationships table of hierarchies and other semantic relationships, history table, ICD-9-CM mappings table and related Technical Reference Guide. Table names or formats may change during the life of this agreement.

    "SNOMED" shall include SNOMED CT Core Content, and any Spanish edition of these works that is owned by CAP, including any subsequent U.S. English and Spanish editions and/or versions of these works published during the term of this Agreement, as well as the earlier editions of SNOMED (SNOMED II, SNOMED International, version 3.5 and SNOMED RT®) previously provided to LICENSEE by the CAP.

    1.2 "UMLS® Metathesaurus®" shall mean the Unified Medical Language System® Metathesaurus maintained by LICENSEE.

    1.3 U.S. shall include all U.S. states, territories, and the District of Columbia; any U.S. government facility or office, whether permanent or temporary, wherever located; and access to a system in any of these locations by U.S. government employees, designated representatives, or contractors, wherever located, for U.S. Government purposes.

    1.4 U.S. third parties shall include any public, non-profit, or for-profit organization wholly located in the U.S. or any organization incorporated and operating in the U.S. In the case of organizations incorporated in the U.S., the signatory to the sublicense must be a principal in the organization who is located in the U.S. and is not simply an authorized agent.
  2. GRANT OF LICENSE

    2.1. License.
    CAP hereby grants LICENSEE a perpetual non-exclusive license to use, reproduce, and distribute SNOMED by incorporating it into LICENSEE's internal computer systems and in the UMLS Metathesaurus, including:
    1)   the right to use SNOMED for research purposes within the NLM, in NLM's production data creation systems, and in publicly accessible retrieval systems that do not permit users to extract any significant portion of SNOMED.
    2)   the right to sublicense SNOMED as part of the UMLS Metathesaurus to U.S. third parties (SUBLICENSEEs) for any U.S. governmental purpose or for health care, public health, research, educational, or statistical use within the U.S.
    1. SUBLICENSEEs' use of SNOMED shall be governed by the terms in Attachment A to this agreement - the License Agreement for Use of the UMLS Metathesaurus. LICENSEE shall not delete or otherwise modify SNOMED including concepts, concept identifiers, descriptions, description identifiers, semantic definitions, and other relationships, structure, history information or related technical documentation.
    2. Upon request of LICENSEE, CAP may agree, on a case-by-case basis, to allow LICENSEE to sublicense SNOMED for use outside the U.S. for humanitarian purposes. Any sublicense for humanitarian purposes shall be subject to execution of the SUBLICENSE described in paragraph (2)(a) above, appropriately modified by mutual agreement of CAP and LICENSEE for the particular humanitarian purposes for which the sublicense was granted.
    3)   the right to create, link and distribute at no charge and without restriction within the UMLS, subset tags, UMLS identifiers, relationships that link SNOMED to LICENSEE's or third party works and other attributes provided that such tags, identifiers and additions:
        (a)     do not involve any change to SNOMED or the meaning of SNOMED concepts; and
        (b)     are publicly available at no charge through the UMLS.

    2.2. DISCLAIMER OF WARRANTY.  LICENSEE ACKNOWLEDGES THAT SNOMED IS PROVIDED "AS IS." CAP DISCLAIMS ALL IMPLIED WARRATIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). CAP DOES NOT WARRANT THAT SNOMED WILL SATISFY LICENSEE OR SUBLICENSEE REQUIREMENTS, OPERATE IN COMBINATIONS SELECTED BY LICENSEE OR SUBLICENSEE, OR BE FREE FROM DEFECTS OR ERRORS. IN NO EVENT WILL CAP BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF INCOME). CAP's TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY LICENSEE TO CAP UNDER THIS AGREEMENT.

    2.3 Intellectual Property Rights.
    2.3.1 CAP owns and shall retain ownership of the copyright and patent in SNOMED and in the trademark SNOMED. LICENSEE shall not take any action adverse to these rights or to CAP's rights in the trademark "SNOMED" and shall not apply for any trademark or service mark for the title of LICENSEE's Product(s) or services that includes the trademark "SNOMED" or any confusingly similar mark. Nothing in this Agreement is intended, or shall be construed, to divest CAP of its copyright or patent rights in SNOMED.

    2.3.2 LICENSEE shall acknowledge CAP's ownership of SNOMED by including the notice set forth in paragraph 3.5 in clear and conspicuous fashion where SNOMED appears in the UMLS Metathesaurus and at the beginning of any of its products that include all or any part of SNOMED. Licensee will, at CAP's request, reasonably cooperate in any litigation against a third party for infringement of copyright, trademark or patent in SNOMED, provided that giving testimony and/or production of documents shall be governed by 45 C.F.R. Part 2, as amended.

  3. OBLIGATIONS OF LICENSEE

    3.1 Use of SNOMED.  LICENSEE may adapt SNOMED solely (a) to facilitate incorporation of SNOMED in the UMLS Metathesaurus or NLM systems and (b) to facilitate linking SNOMED to other data sources. LICENSEE may not translate SNOMED into another language and may not modify any SNOMED concept, description, code, or relationship. LICENSEE shall label all SNOMED in the UMLS Metathesaurus such that it is distinguishable from content from other sources.

    3.2 Updates.  LICENSEE shall incorporate SNOMED updates into the UMLS Metathesaurus within the next release, provided the update is received at least 90 days prior to the next release date. LICENSEE shall incorporate SNOMED updates into its internal data creation systems and publicly available retrievable systems at least annually.

    3.3 Product(s).  LICENSEE shall permit CAP to review the UMLS Metathesaurus and any other NLM Products that use SNOMED content from the UMLS Metathesaurus remotely from the CAP's location, or, if remote access is not possible, from LICENSEE's location.

    3.4 Sublicenses.  LICENSEE shall sublicense SNOMED under the terms in Attachment A - License Agreement for Use of the UMLS Metathesaurus. Any changes to this License Agreement affecting the use of SNOMED shall be submitted for review and approval of the CAP prior to implementation.

    3.5 Acknowledgements.  The notice referred to in paragraph 2.3.2 shall read as follows: "This publication includes SNOMED CT® a copyrighted work of the College of American Pathologists. © 2000, 2002 College of American Pathologists. This work is also protected by patent. U.S. Patent No. 6,438,533. SNOMED CT is used by permission of, and under license from, the College. SNOMED CT has been created by combining SNOMED RT and a computer based nomenclature and classification known as Clinical Terms Version 3, formerly known as Read Codes Version 3, which was created on behalf of the U.K. Department of Health and is a crown copyright. SNOMED is a registered trademark of the College of American Pathologists." LICENSEE shall identify in informational materials provided to its customers that the Product(s) contain the work SNOMED® 200_ College of American Pathologists. The year of first publication of the latest update of SNOMED shall be included as the year specified in the above acknowledgement.

    3.6 Suggested enhancements.  LICENSEE will assist CAP in improving SNOMED by providing suggested additions, revisions, and corrections in an electronic format specified by CAP.

    3.7 Reporting.  LICENSEE shall provide CAP with remote access to an up-to-date electronic list of those who have licensed the UMLS Metathesaurus including name, street address, city, state, country of origin and e-mail address OR LICENSEE shall provide CAP with a report identifying all SUBLICENSEES in April and in October of each year of this agreement.

    3.8 References to CAP and SNOMED.  LICENSEE may not claim or imply that CAP has endorsed LICENSEE or any of LICENSEE's goods or services. LICENSEE may refer to SNOMED, use the CAP name, and identify itself as a SNOMED licensee in Product(s) description and in its licenses for Product(s). Any press releases or promotional materials that use the CAP's name and logo or the SNOMED name and logo shall be subject to the CAP's prior review and approval.
  4. OBLIGATIONS OF THE CAP

    4.1 Provision of SNOMED.  CAP shall, upon execution of this Agreement, provide Licensee with the currently published U.S. English and Spanish editions of SNOMED CT Core Content, including related documentation.

    4.2 New releases.  CAP shall furnish each new version of the English and Spanish edition of SNOMED CT Core Content to LICENSEE as soon as the new version has satisfied CAP's Quality Assurance testing and validation. A history table indicating changes from prior versions will be provided as part of the documentation. CAP will provide an updated history table for each new release, but will not provide aggregated change sets for multiple releases.

    4.3 Release schedule.  CAP shall provide updated versions of the U.S. English edition of SNOMED CT Core Content at least annually or on the then current release schedule, whichever is more frequent. CAP shall provide updated versions of the Spanish edition of SNOMED CT Core Content as they are produced. Updates provided to LICENSEE shall include any and all changes to SNOMED CT Core Content that are generally made available to SNOMED licensees. CAP will continue to use systematic QA processes prior to incorporation into the formally quality assured release version.

    4.4 Procedures for Suggesting Enhancements.  CAP shall publish on its Website procedures for submitting suggested enhancements and extensions to SNOMED, including an explicit statement of the subject scope of SNOMED and its relationship to the scope of LOINC and RxNorm and any current priorities for SNOMED development.

    4.5 References to LICENSEE.  CAP may not claim or imply the LICENSEE has endorsed CAP or any of CAP's goods or services. CAP may identify LICENSEE as a SNOMED licensee and may publish the terms of this agreement.
  5. LICENSE FEES.

    Fees for licensing SNOMED are shown in the accompanying Contract.
  6. TERM AND TERMINATION

    6.1 Term.  The term of this agreement is five years commencing from the award effective date of Contract NO1-LM-3-3503. CAP hereby grants to the NLM a perpetual non-exclusive license to all versions of SNOMED provided under this agreement.

    6.2 Survival of Certain Rights and Obligations.  Upon completion of this agreement for any reason, LICENSEE may retain and continue to distribute and continue to use the versions of SNOMED provided under this agreement in research and in NLM production applications. SUBLICENSEEs may continue to use the versions of SNOMED provided under this agreement after the expiration thereof. The rights and obligations of LICENSEE and SUBLICENSEEs under paragraphs 2.1, 2.3, 3.1, 3.3, 3.4, 3.7, and 3.8 shall survive termination of this Agreement.

    6.3 Termination for Convenience or for Default.  The LICENSEE may terminate this Agreement for convenience in accordance with FAR 52.249-2 (Termination for Convenience - Fixed Price) as set forth in Paragraph A.8.(l) of contract NO1-LM-3-3503. The LICENSEE may terminate this Agreement for cause in accordance with the Termination for cause clause as set forth in Paragraph A.8.(m) of contract NO1-LM-3-3503, or cancel this Agreement under FAR 52.217-2 (Cancellation under Multiyear Contracts). In the event of a cancellation, the cancellation charge shall be $140,000.
  7. MISCELLANEOUS

    7.1 Governing Law.  This agreement shall be governed by and construed in accordance with the laws of the United States and the State of Illinois, in that order of priority.

    7.2 Patent Indemnification.
    (a) CAP shall indemnify the Government and its officers, agents, and employees against liability for infringement of any United States patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35 U.S.C. 181) or copyright arising out of the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property (hereinafter referred to as "construction work") under this contract, or out of the use or disposal by or for the account of the Government of such supplies or construction work. (b) This indemnity shall not apply unless the CAP shall have been informed as soon as practicable by the Government of the suit or action alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity shall not apply to (1) An infringement resulting from compliance with specific written instructions of the Contracting Officer directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the contract not normally used by the CAP; (2) An infringement resulting from addition to or change in supplies or components furnished or construction work performed that was made subsequent to delivery or performance; (3) A claimed infringement that is unreasonably settled without the consent of the CAP, unless required by final decree of a court of competent jurisdiction; or (4) An infringement caused in whole or in part by Sublicensees under the License Agreement for Use of the UMLS Metathesaurus.

    7.3 Assignments and Delegation.  To the extent that this Section is consistent with the Assignment clause of FAR 52.212-4 and 41 U.S.C. 15, neither party herein may assign rights, duties or privileges under this Agreement without prior written consents of the other party, which consent shall not be unreasonably withheld. Any permitted assignor shall remain liable for performance under the terms of this Agreement. Any permitted assignment shall be processed pursuant to FAR 42.12.

    7.4 Force Majeure.  Neither party shall be liable or be deemed to be in default for any delay or failure in performance or interruption resulting directly or indirectly from any cause or circumstance beyond its reasonable control.

    7.5 Disputes.  Any dispute or disagreement arising between the parties in connection with this Agreement shall be resolved pursuant to FAR clause 52.233-1 which is incorporated by reference under Article A.8.(d) of the accompanying Contract.

    7.6 Notices.  All notices or communications required to be given hereunder shall be in writing and delivered either personally, by U.S. Postal Mail (including by certified mail), return receipt requested, or email, or by courier and addressed as follows:

    To CAP:   SNOMED International Division
                      College of American Pathologists
                      325 Waukegan Road
                      Northfield, Illinois 60093-2750
                      Attn: Chief Operating Officer of SNOMED

    To NLM:   National Library of Medicine
                       8600 Rockville Pike
                       Bethesda, MD 20894
                       Attn: NLM Contracting Officer

    7.7 Entire Agreement, Modifications, Waivers. This Agreement and the Contract comprise the entire agreement between the parties and supersede all prior agreements, arrangements, negotiations and understandings between the parties relating to the subject matter hereof. This Agreement may not be modified except by a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in writing, signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision of this Agreement on one occasion shall not constitute a waiver of such provision or any other occasion unless expressly so agreed in writing.

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