License agreement

This Data License Agreement ("License Agreement") is entered into by AstraZeneca UK Ltd, a company registered in England and Wales under company number 03674842, with its registered office at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA ("AstraZeneca"), and the individual or entity downloading the AstraZeneca-produced UK Biobank Phenotype Wide Association Study ("AZ PheWAS") results ("Recipient") (collectively, the "Parties"). This License Agreement sets forth the terms and conditions under which AstraZeneca makes the AZ PheWAS results available for download, which are provided for scientific research.

By downloading, accessing, using, or contributing to the AZ PheWAS results, the Recipient agrees to be bound by the terms of this License Agreement. If the Recipient does not agree to the terms of this Agreement, the Recipient must not download, use, or contribute to the AZ PheWAS results.

1. Definitions

- “Data” means the AZ PheWAS results made publicly available via a direct link and/or the AstraZeneca PheWAS Portal (https://azphewas.com), including associated metadata and documentation. For clarity, the AZ PheWAS results encompass phenotype-wide association analyses at both the gene level and the variant level.

- “Derived Materials” means outputs, models, datasets, or analytical artifacts produced using or based on the Data that permit inference about the Data or its contents.

- “Recipient” means the individual or entity that downloads, accesses, or uses the Data, including its employees, contractors, and Affiliates under its control.

- “Affiliates” means any entity that controls, is controlled by, or is under common control with the Recipient.

- “Research Use Only (RUO)” means non-clinical activities intended for knowledge generation, method development, benchmarking, or academic/industrial research, and excludes any human or veterinary clinical, diagnostic, therapeutic, or regulatory submission uses.

- “Redistribution” means sharing, mirroring, or otherwise making the Data available to third parties.

- “Personal Data” means any information relating to an identified or identifiable natural person as defined under applicable data protection laws (e.g., UK GDPR).

2. Description of Data

The Data provided under this License Agreement consist of the AZ PheWAS results that were made publicly available for download by AstraZeneca through a direct link and/or the AstraZeneca PheWAS Portal (https://azphewas.com). The Data comprise aggregated summary statistics across a broad range of phenotypes.

AstraZeneca has used reasonable efforts to prepare and provide the Data as aggregated summary statistics designed to minimise re-identification risks.

3. Use Restrictions (Research Use Only)

The Recipient agrees that the Data, whether gene-level or variant-level, shall not under any circumstances be used for human or veterinary clinical, diagnostic, or therapeutic purposes or in any other clinical or diagnostic applications.

The Recipient acknowledges and agrees that the Data do not meet the requirements of regulatory authorities for clinical use and that AstraZeneca makes no representations or warranties regarding the suitability of the Data for any particular purpose.

Permitted RUO examples include, without limitation: academic research; method development and benchmarking; algorithm training and evaluation for non-clinical purposes; and scientific publications.

Prohibited uses include, without limitation: clinical decision support; diagnostic, prognostic, or therapeutic applications; validation of clinical algorithms; inclusion in regulatory filings; generation of patient-specific risk scores; and any attempt to re-identify individuals or link the Data to Personal Data.

4. Compliance

The Recipient shall ensure that all individuals and entities under its control or direction who have access to the Data are informed of and comply with the restrictions set forth in this License Agreement.

The Recipient further agrees to implement all necessary measures to prevent any use of the Data in violation of these restrictions.

Upon reasonable request, Recipient shall provide written certification of compliance with this License Agreement.

5. Creative Commons Licensing for Non-Restricted Uses

For any use of the Data not explicitly restricted by Sections 3-4 ("Research Use Only Restrictions"), the terms of the Creative Commons Attribution 4.0 International License (CC BY 4.0) shall apply.

This grants the Recipient the rights to share (copy and redistribute the material in any medium or format) and adapt (transform, and build upon the material) for any purpose, even commercially, as long as such use is in compliance with the Research Use Only Restrictions and provided that the following terms are met:

• Attribution — The Recipient must give appropriate credit, provide a link to the license, and indicate if changes were made. The Recipient may do so in any reasonable manner, but not in any way that suggests AstraZeneca endorses the Recipient or the Recipient's use.
• No additional restrictions — The Recipient may not apply legal terms or technological measures that legally restrict others from doing anything the license permits.

The Recipient acknowledges and agrees to comply with the terms of the CC BY 4.0 License in conjunction with the Research Use Only Restrictions.

To view a copy of the CC BY 4.0 license, search for “Creative Commons Attribution 4.0 license.”

For avoidance of doubt, references to termination and reinstatement apply in accordance with CC BY 4.0 Section 6 and as set out in Section 8 of this License Agreement.

6. Indemnification

The Recipient agrees to indemnify, defend, and hold harmless AstraZeneca, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to the Recipient's use, handling, or disposition of the Data.

This indemnification obligation includes, but is not limited to, any breach of the terms and conditions of this License Agreement, any violation of applicable laws or regulations, or any unauthorized use of the Data that results in injury, loss, or damage to any third party or entity.

This indemnity shall not apply to the extent a claim arises from AstraZeneca’s gross negligence or willful misconduct.

7. No Warranties; Limitation of Liability

The Data are provided “AS IS” without any warranties, representations, or guarantees of any kind, whether express or implied, including without limitation warranties of accuracy, completeness, merchantability, fitness for a particular purpose, non‑infringement, or that use of the Data will produce any particular results.

To the maximum extent permitted by English law, AstraZeneca shall not be liable for any damages or losses arising out of or in connection with the Data or this License Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

Without limiting the foregoing, AstraZeneca shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, nor for any loss of profits, revenue, data, goodwill, business interruption, or anticipated savings.

To the maximum extent permitted by English law, AstraZeneca shall not be liable for any direct, out‑of‑pocket, expectation, reliance, or other damages, except to the extent such liability cannot be excluded under English law.

Nothing in this License Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or other liability that cannot be excluded or limited under English law, and nothing in this License Agreement excludes liability arising from wilful misconduct.

8. Termination; Reinstatement

If the Recipient breaches any term of this License Agreement or of the Creative Commons Attribution 4.0 International License (CC BY 4.0), the Recipient’s rights under both this License Agreement and CC BY 4.0 terminate in accordance with CC BY 4.0 Section 6 and may be reinstated prospectively upon cure within thirty (30) days of discovery, as provided in CC BY 4.0 Section 6.

Upon termination, the Recipient shall cease use of the Data.

If the breach is not cured within the reinstatement period, the Recipient shall permanently delete or destroy all copies of the Data and any Derived Materials capable of reconstructing the Data.

Upon AstraZeneca’s written request, the Recipient shall certify such deletion or destruction in writing.

9. Publications; Attribution and Citation

In any published work that is based on the use of the Data obtained under this License Agreement, the Recipient shall:

1. Provide proper citation to Wang, Q., Dhindsa, R.S., Carss, K. et al. Rare variant contribution to human disease in 281,104 UK Biobank exomes. Nature 597, 527–532 (2021). https://doi.org/10.1038/s41586-021-03855-y.
2. Provide proper citation to any other AstraZeneca-authored article that is identified within the description of the dataset at the time of access or download.
3. Acknowledge AstraZeneca UK Ltd as the producer of the AZ PheWAS results in publications and public outputs, consistent with CC BY 4.0 requirements.

10. Redistribution

Redistribution of the Data is permitted provided that:

1. This License Agreement (or a successor version designated by AstraZeneca) accompanies the Data.
2. RUO restrictions are preserved.
3. No additional legal or technical restrictions are applied beyond CC BY 4.0 and this License Agreement.
4. Any format changes do not alter the content of the Data.

11. Export Controls, Sanctions, and Anti-Corruption

Recipient shall comply with all applicable export control and trade sanctions laws and regulations, and anti-corruption laws, in connection with its access to and use of the Data.

12. Precedence of Restrictions

In the event of any conflict between the provisions of the Creative Commons Attribution 4.0 International License and the Research Use Only Restrictions, the Research Use Only Restrictions shall take precedence with respect to the Data.

13. Governing Law and Jurisdiction

This License Agreement is governed by English law.

The courts of England and Wales have exclusive jurisdiction over any claim arising from or related to this License Agreement; provided, however, that AstraZeneca retains the right to bring proceedings against the Recipient for breach of this License Agreement in the Recipient’s country of residence or any other relevant jurisdiction.

14. Trademark and Endorsement

Recipient may not use AstraZeneca’s names, logos, or trademarks, nor imply endorsement by AstraZeneca of Recipient or Recipient’s use of the Data.

15. General Provisions

15.1 Entire Agreement

This License Agreement constitutes the entire agreement between the Parties regarding the Data and supersedes all prior or contemporaneous understandings relating thereto.

15.2 Severability

If any provision of this License Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.3 Assignment

Recipient may not assign this License Agreement without the prior written consent of AstraZeneca, except to an Affiliate in connection with a reorganization, merger, or sale of substantially all assets.

15.4 Waiver

No failure or delay by either Party in exercising any right under this License Agreement shall constitute a waiver of that right.

15.5 Notices

Any notices under this License Agreement shall be in writing and may be delivered by email, registered mail, courier, or other customary means to the addresses provided by the Parties.

16. Survival

Sections 1 (Definitions), 3 (Use Restrictions), 4 (Compliance), 5 (Creative Commons Licensing), 6 (Indemnification), 7 (No Warranties; Limitation of Liability), 8 (Termination; Reinstatement), 9 (Publications; Attribution and Citation), 10 (Redistribution), 12 (Precedence of Restrictions), 13 (Governing Law and Jurisdiction), 14 (Trademark and Endorsement), and 15 (General Provisions) survive termination or expiration of this License Agreement, and remain in effect to the extent necessary to protect AstraZeneca’s rights and to address acts and omissions occurring prior to termination or expiration.