# Mirum Grant and Contributor License Agreement

> This agreement is based on the Harmony Combined Contributor Agreement
> Version 1.0 licensed under a [Creative Commons Attribution 3.0 Unported License](http://creativecommons.org/licenses/by/3.0/).

Thank you for your interest in contributing to Mirum ("We" or "Us"). In order
to clarify the intellectual property license granted with Contributions from any
person or entity, We must have a Contributor License Agreement ("CLA") on file
that has been signed, accepted or otherwise agreed to by each contributor,
indicating agreement to the license terms below. This license is for your
protection as a contributor as well as the protection of the Us and our users;
it does not change your rights to use your own Contributions for any other
purpose.

## 1. Definitions

"You" (Individual) means the individual who Submits a Contribution to Us.

"You" (Entity) means any Legal Entity on behalf of whom a Contribution has been
received by Us. "Legal Entity" means an entity which is not a natural person.
"Affiliates" means other Legal Entities that control, are controlled by, or
under common control with that Legal Entity. For the purposes of this
definition, "control" means (i) the power, direct or indirect, to cause the
direction or management of such Legal Entity, whether by contract or otherwise,
(ii) ownership of fifty percent (50%) or more of the outstanding shares or
securities which vote to elect the management or other persons who direct such
Legal Entity or (iii) beneficial ownership of such entity.

"Contribution" means any work of authorship that is Submitted by You to Us in
which You own or assert ownership of the Copyright.

"Copyright" means all rights protecting works of authorship owned or controlled
by You [or Your Affiliates], including copyright, moral and neighboring rights,
as appropriate, for the full term of their existence including any extensions by
You.

"Material" means the work of authorship which is made available by Us to third
parties. When this Agreement covers more than one software project, the Material
means the work of authorship to which the Contribution was Submitted. After You
Submit the Contribution, it may be included in the Material.

"Submit" means any form of electronic, verbal, or written communication sent to
Us or our representatives, including but not limited to electronic mailing
lists, source code control systems, and issue tracking systems that are managed
by, or on behalf of, Us for the purpose of discussing and improving the
Material, but excluding communication that is conspicuously marked or otherwise
designated in writing by You as "Not a Contribution."

"Submission Date" means the date on which You Submit a Contribution to Us.

"Effective Date" means the date You execute this Agreement or the date You first
Submit a Contribution to Us, whichever is earlier.

"Media" means any portion of a Contribution which is not software.

## 2. Grant of Rights

### 2.1 Copyright License

(a) You retain ownership of the Copyright in Your Contribution and have the same
rights to use or license the Contribution which You would have had without
entering into the Agreement.

(b) To the maximum extent permitted by the relevant law, You grant to Us a
perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable
license under the Copyright covering the Contribution, with the right to
sublicense such rights through multiple tiers of sublicensees, to reproduce,
modify, display, perform and distribute the Contribution as part of the
Material; provided that this license is conditioned upon compliance with Section
2.3.

### 2.1 Copyright Assignment

(a) At the time the Contribution is Submitted, You assign to Us all right,
title, and interest worldwide in all Copyright covering the Contribution;
provided that this transfer is conditioned upon compliance with Section 2.3.

(b) To the extent that any of the rights in Section 2.1(a) cannot be assigned by
You to Us, You grant to Us a perpetual, worldwide, exclusive, royalty-free,
transferable, irrevocable license under such non-assigned rights, with rights to
sublicense through multiple tiers of sublicensees, to practice such non-assigned
rights, including, but not limited to, the right to reproduce, modify, display,
perform and distribute the Contribution; provided that this license is
conditioned upon compliance with Section 2.3.

(c) To the extent that any of the rights in Section 2.1(a) can neither be
assigned nor licensed by You to Us, You irrevocably waive and agree never to
assert such rights against Us, any of our successors in interest, or any of our
licensees, either direct or indirect; provided that this agreement not to assert
is conditioned upon compliance with Section 2.3.

(d) Upon such transfer of rights to Us, to the maximum extent possible, We
immediately grant to You a perpetual, worldwide, non-exclusive, royalty-free,
transferable, irrevocable license under such rights covering the Contribution,
with rights to sublicense through multiple tiers of sublicensees, to reproduce,
modify, display, perform, and distribute the Contribution. The intention of the
parties is that this license will be as broad as possible and to provide You
with rights as similar as possible to the owner of the rights that You
transferred. This license back is limited to the Contribution and does not
provide any rights to the Material.

### 2.2 Patent License

For patent claims including, without limitation, method, process, and apparatus
claims which You [or Your Affiliates] own, control or have the right to grant,
now or in the future, You grant to Us a perpetual, worldwide, non-exclusive,
transferable, royalty-free, irrevocable patent license, with the right to
sublicense these rights to multiple tiers of sublicensees, to make, have made,
use, sell, offer for sale, import and otherwise transfer the Contribution and
the Contribution in combination with the Material (and portions of such
combination). This license is granted only to the extent that the exercise of
the licensed rights infringes such patent claims; and provided that this license
is conditioned upon compliance with Section 2.3.

### 2.3 Outbound License

Based on the grant of rights in Sections 2.1 and 2.2, if We include Your
Contribution in a Material, We may license the Contribution under any license,
including copyleft, permissive, commercial, or proprietary licenses. As a
condition on the exercise of this right, We agree to also license the
Contribution under the terms of the license or licenses which We are using for
the Material on the Submission Date.

### 2.4 Moral Rights

If moral rights apply to the Contribution, to the maximum extent permitted by
law, You waive and agree not to assert such moral rights against Us or our
successors in interest, or any of our licensees, either direct or indirect.

### 2.5 Our Rights

You acknowledge that We are not obligated to use Your Contribution as part of
the Material and may decide to include any Contribution We consider appropriate.

### 2.6 Reservation of Rights

Any rights not expressly [assigned or] licensed under this section are expressly
reserved by You.

## 3. Agreement

You confirm that:

(a) You have the legal authority to enter into this Agreement.

(b) You [or Your Affiliates] own the Copyright and patent claims covering the
Contribution which are required to grant the rights under Section 2.

(c) (Individual) The grant of rights under Section 2 does not violate any grant
of rights which You have made to third parties, including Your employer. If You
are an employee, You have had Your employer approve this Agreement or sign the
Entity version of this document. If You are less than eighteen years old, please
have Your parents or guardian sign the Agreement.

(c) (Entity) The grant of rights under Section 2 does not violate any grant of
rights which You or Your Affiliates have made to third parties.

## 4. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 3, THE CONTRIBUTION IS PROVIDED "AS
IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY YOU TO US [AND BY US TO
YOU]. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY
IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.

## 5. Consequential Damage Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU [OR US]
BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT
OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED.

## 6. Miscellaneous

6.1 This Agreement sets out the entire agreement between You and Us for Your
Contributions to Us and overrides all other agreements or understandings.

6.2 If You or We assign the rights or obligations received through this
Agreement to a third party, as a condition of the assignment, that third party
must agree in writing to abide by all the rights and obligations in the
Agreement.

6.3 The failure of either party to require performance by the other party of any
provision of this Agreement in one situation shall not affect the right of a
party to require such performance at any time in the future. A waiver of
performance under a provision in one situation shall not be considered a waiver
of the performance of the provision in the future or a waiver of the provision
in its entirety.

6.4 If any provision of this Agreement is found void and unenforceable, such
provision will be replaced to the extent possible with a provision that comes
closest to the meaning of the original provision and which is enforceable. The
terms and conditions set forth in this Agreement shall apply notwithstanding any
failure of essential purpose of this Agreement or any limited remedy to the
maximum extent possible under law.