All purchases of Horizon Discovery or Dharmacon (collectively the “Licensors”) Products are subject to the Licensing Statements and the following Additional Terms and Conditions of Sale. Licensors' Terms and Conditions of Sale may also apply to your purchase of Licensors' Products, unless you are buying through certain authorized Licensors' distributors.
Additional Terms and Conditions
Warranty for Licensors' Products. Licensors warrant to Buyer that, for a period of twelve (12) months after delivery, all Licensors' Products purchased hereunder will meet Licensors' most recent specifications at the time of delivery. Any claim for breach of this warranty must be delivered in writing to Licensors within the above warranty period. Buyer's sole and exclusive remedy (and Licensors' sole and exclusive liability) for a breach of this warranty is limited to repair, replacement or refund at the sole option of Licensors.
Licensors' Custom Products
If Buyer desires to purchase Custom Products and if Licensors, in their sole discretion, are willing to consider the same, then Licensors will prepare a written proposal for the price indicated, either as part of a Quote, part of a bid submission or otherwise for such Custom Products. Any change to specifications requires a new Quote. Orders for Custom Products may not be cancelled after 48 hours of order placement.
Buyer is responsible for obtaining and hereby represents and warrants to Licensors that it will have obtained, as of the order date for the Custom Products, all third party required consents, intellectual property rights, approvals and/or licenses necessary for Buyer fulfill its obligations hereunder with respect to the Custom Products (“Consents”). Licensors are relieved of the performance of any obligations hereunder that may be affected by Buyer's failure to obtain Consents. By submitting an order for a Custom Product, Buyer represents and agrees that Buyer has provided Licensors with all information that Buyer is aware of regarding any biological, radiological and chemical hazards associated with the handling, transport, exposure or other usage of the materials Buyer supplies to Licensors. Licensors may market and make generally available for commercial sale to its other customers and collaborators through its normal distribution channels the Custom Products which do not reference or require the use of Buyer's proprietary or confidential information including but not limited to Custom Products targeted toward Buyer's non-proprietary genes at any time, or for Buyer's proprietary target genes immediately upon the occurrence of any of the following: (i) two (2) or more additional customers have asked Licensors for Products directed toward the same target gene, (ii) a competitor of Licensors lists gene silencing or related products directed toward the same target gene on their public web site or catalog, or (iii) Licensors release the Custom Products as part of a group of related products for a large gene set or biological pathway. Notwithstanding anything to the contrary, Licensors will not disclose to any third party any proprietary target genes that Buyer has supplied to Licensors, unless Licensors receives the prior written consent of Buyer. “Custom Products” means Products which are customized or have specifications that differ in any respect from Licensors' standard or off-the-shelf Products or that are made, manufactured or packaged to mutually agreed upon written specifications. Licensors may decline or stop the design or manufacture of Custom Products if the Custom Product is deemed by Licensors to be commercially impractical. In the event Licensors is unable to obtain a full-length Custom Product of proper molecular weight and purity after two (2) synthesis attempts, the Order will be deemed impractical and the Customer will be charged 50% of the quoted price for the development and synthesis services. If Buyer has requested the use of specified components, sources, brands or materials (“Specified Components”) in the manufacture or assembly of Custom Products, Custom Products which include Specified Components may be subject to price increases at any time, before or after the issuance of a Quote due to changes in the Specified Component's prices. Licensors will not be obligated to provide quantities of Custom Product incorporating Specified Components due to a failure of such Specified Component. Buyer represents and warrants that the inclusion of the Specified Component in a Custom Product will not infringe any third parties' rights and will indemnify and hold harmless Licensors from any such claims.
Limits on Technical Advice from Licensors
At Buyer's request, Licensors may furnish technical assistance, advice and information with respect to the Products at the Buyer's risk. It is expressly agreed that Licensors is under no obligation to provide such assistance or information and that any assistance or information that is provided will be subject to the warranty disclaimers set forth above. Licensors will not be liable to Buyer for any technical assistance or information related to the Products given by Licensors or any suggestions by Licensors regarding the use, selection, application or suitability of Products.
Confidentiality
Buyer agrees that all pricing, discounting and technical information that Licensors provide to Buyer is the confidential and proprietary information of Licensors. Buyer agrees to (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for Buyer's internal purposes and in connection with the Products supplied hereunder. Nothing herein will restrict the use of information which is available to the general public.
Licensors' Products
Unless otherwise set forth below or in the Product documentation, all Licensors' Products are solely for internal research and development use. The products are not tested and may not be used for IND-enabling toxicology studies, diagnostic, therapeutic or other commercial purposes and may not be administered to humans for any purpose, or to animals for diagnostic or therapeutic purposes. It is solely Buyer's responsibility to make sure the Products are suitable for Buyer's particular use and no claim of suitability for use in applications regulated by FDA is made.
D1: siRNA Products
Licensors have the following licenses covering one or more of the Products which are or include siRNA: (i) a co-exclusive license from The Massachusetts Institute of Technology (“MIT”) under US Patents 7,056,704 and 7,078,196 and various U.S. Patent Applications, European Patent Applications and PCT Patent Applications for Buyers' research use only; (ii) a non-exclusive license from The Carnegie Institution of Washington (“Carnegie”) under US Patent 6,506,559 and related foreign counterparts to make, use and sell the Products provided hereunder for non-commercial, internal research purposes only; (iii) a non-exclusive license from Isis Pharmaceuticals Inc. (“Isis”) under U.S. Patents, 6,1537,37, 6,107,094, 5,898,031 to make, use sell, distribute and export certain chemical modifications that may be present on the Products, which may be used by Buyer solely for research use (including internal gene function, gene expression and target validation research) in accordance with these Additional Terms; (iv) a non- exclusive license under European Patents 1144623 B1, 1214945 B1 and foreign equivalents from Alnylam Pharmaceuticals, Inc., (“Alnylam”) for use only in academic and commercial research whose purpose is to elucidate gene function, including research to validate potential gene products and pathways for drug discovery and development and to screen non-siRNA-based compounds (but excluding the evaluation or characterization of this product as the potential basis for a siRNA-based drug) and not for any other commercial purposes.
Licensors' Licenses from MIT, Isis, Alnylam and Applera confer upon the Buyer limited and restricted rights to use the Products in accordance with the terms set forth in these Additional Terms or in the applicable Product instruction sheet, and in the Agreement generally. It is the responsibility of Buyer to familiarize with the provided patent, license and intellectual property information. Buyer is encouraged to contact licensors from the provided list if the contemplated use of the Products is in any way outside of the express limited license terms, particularly if use is of a therapeutic nature. Buyer's use of some Products may necessitate the procurement of a separate license from third parties. Buyer will be fully responsible for determining whether and from which third party it requires any such license and for the procurement of such license. Except as provided expressly herein, no license to any Licensors' technology, intellectual property or know-how, is conveyed or implied as a result of the provision of any Products to Buyer hereunder. The Library Sequences are considered Licensors' intellectual property and Confidential Information under the Agreement and no transfer of ownership of the Library Sequences is made or intended by Licensors.
Library Sequences are provided to Buyer solely to enhance their research using the siRNA Products provided by Licensors. “Library Sequences” means the Licensors-provided electronic file containing the sequences of the siRNAs of the purchased Library. The Library Sequences are provided “as-is” with no warranty. Buyer will use the Library Sequences solely for the following purposes: (i) data analysis; (ii) screen annotation; (iii) hit follow up; (iv) hit stratification (v) off-target predictions, (vi) design of mismatch controls and (vii) other similar research purposes (the “Purpose”). Buyer will not (a) use the Library Sequences for any commercial or other purpose not stated above or (b) attempt to reverse engineer the algorithm used to generate the sequences. Buyer may copy electronic file on to no more than three (3) Buyer computers (with restricted or password access). In cases where analytical tools are only available on a server, the sequences may be copied to that server if it is password protected and not otherwise accessible to the broad institute members or general public. In all other cases, the Library Sequences may not be stored on a Buyer server or intranet that lacks password protection. Buyer may not transfer the electronic file or disclose the Library Sequences (or any subset thereof), or information based on whole sequence set analysis to the public generally or to any third party without Licensors' prior written consent. Buyer may: (x) publish up to 200 siRNA sequences, or 3% of the siRNA library, whichever is smaller, identified as hits in a screen, per journal publication, with prior notice to Licensors (but approval will be granted automatically); (y) share the Library Sequences with a bona fide academic research collaborator after Buyer has provided Licensors with details about the purpose of the collaboration and collaborator, and after Buyer has obtained Licensors' permission for the transfer, provided that Buyer agrees to transmit the Agreement, including these Additional Terms to such collaborator prior to disclosing Library Sequences; (z) disclose information that is related to the annotation process, summary information about the Library Sequences or hit analyses derived from annotation of the Library Sequences) that does not rely on an examination of the specific siRNA duplexes or SMARTpool reagents that comprise the Library Sequences. Buyer will inform Licensors in writing of any new inventions related to the Library Sequences based on sequence data analysis of a bioinformatics nature (i.e., not related to hits or new genes). The Buyer and its staff conducting research with the Library Sequences will communicate the permitted uses, restrictions on use and restrictions on transfer or disclosure to his or her research team, including graduate students, post-doctoral fellows, and guest researchers.
Buyer may create vectors or plasmids into which they have cloned DNA, which correspond to siRNA Product(s), to allow for in vivo expression of such siRNA Product(s) solely for their internal research use, but Buyer may not distribute such plasmid or vectors to any third parties. Notwithstanding any representation to the contrary by any employee, agent, affiliate or distributor of Licensors, Licensors expressly deny any and all warrantees related to the siRNA Product if Buyer uses them in vectors or plasmids.
D2: shRNA and Gene Expression Products
1. Buyer's Permitted Uses and Restrictions on Such Use
Sale or transfer of shRNA and Gene Expression Products and Derivative Materials to any third party is strictly prohibited. Derivative Materials means materials created using the shRNA and Gene Expression Products, including but not limited to shRNA and Gene Expression plasmids, genomic DNA, cells or cell pellets containing shRNA and Gene Expression Products, engineered cell lines, transgenic animals, nucleic acid probes complementary to shRNA and Gene Expression sequences, lentiviral particles, other viral and non-viral vectors containing all or part of shRNA and Gene Expression sequences, and printed microarrays comprising nucleic acid probes complementary to shRNA and Gene Expression Product sequences. Buyer may not place shRNA and Gene Expression Products, or any Derivative Materials created using the shRNA and Gene Expression Products with any bank or repository, whether the organization managing such bank or repository is a For-profit or Non-profit entity, for the purpose of allowing third-party access to the Products and Derivative Materials without written permission from Licensors. The provision of Screening Services for any third parties is strictly prohibited. Screening Service means the use of the shRNA and Gene Expression to perform a service, whether for profit or cost recovery, whereby the shRNA and Gene Expression are utilized, whether singularly, in arrays or in pools, to determine those genes involving the determination of cellular phenotypes, reporter activity, protein interactions, small molecule interactions, alterations of protein levels, mechanism of actions or other measurements of gene activity or function.
2. The shRNA and Gene Expression Products, use and applications, are covered by pending and issued patents. The following Label Licenses govern all use of the shRNA and Gene Expression Products. It is each Purchaser's responsibility to determine if patent or other intellectual property rights held by third parties may restrict the use of Products for a particular application.
Cold Spring Harbor Laboratories
This Product is covered by US and foreign patent applications or patents and other proprietary intellectual property rights owned by CSHL ("CSHL shRNA IP Rights"), including U.S. Patent Nos. 8,153,776 and 8,202,846, and EP1546174.
Subject to acceptance and all terms and conditions of this License, sale of the Product to Buyer by Licensors (acting under its license from CSHL, an "Authorized Sale") conveys to Buyer only the nonexclusive, nontransferable right under the shRNA IP Rights to use the Product solely for Customer's internal research purposes, and only at its facility where the Product is delivered by Licensors.
Buyer obtains no right to sublicense its rights, or to use the product or its components for the benefit of any third party (including without limitation, using the Product in connection with providing services to any third party or generating commercial databases). The Product may not be used in vitro or in vivo for any diagnostic, preventative, therapeutic or vaccine application, or used (directly or indirectly) in humans for any purpose. Buyer may not isolate, extract, reverse engineer, derive, copy or separately use any component of the Product (such as, for example, any shRNA component) for any purpose.
Non-Profit Buyers.
If Buyer is a Non-Profit Entity, then the following additional restrictions shall apply: Customer obtains no right to use, develop or otherwise exploit the product for any commercial purpose.
Commercial Buyers.
If Buyer is a Commercial Entity, then the following additional restrictions shall apply: A Product sale is an Authorized Sale only if Buyer has already entered into a separate written agreement that has been executed by CSHL, that covers the CSHL shRNA IP Rights, and that is then currently in effect. Any delivery or transfer of Product to Customer outside of an Authorized Sale is void, conveys no implied or express right under this license and Customer shall immediately return Product to Licensors for a refund.
"Commercial Entity" means any entity or organization other than a Non-Profit Entity. "CSHL" means Cold Spring Harbor Laboratory.
"Non-Profit Entity" means any college, university or governmental entity (including without limitation, governmental and quasi-governmental institutes and research laboratories), or any non-profit scientific, research or educational organization that is of the type described in section 501(c)(3) of the Internal Revenue Code or that is qualified under a state non-profit organization statute.
"Product" means a product (including, without limitation, expression vectors encoding a shRNA, the design, manufacture or use of which (in whole or in part) is the subject of the shRNA IP Rights, and is deemed to include all components, progeny, reproductions, modified versions and other derivatives thereof.
This license is subject to a license from CSHL, and CSHL reserves all other rights under its license. For information on licensing rights for Commercial Entities, including use of this product for purposes other than research, or use of shRNA other than in conjunction with this product, please contact CSHL's licensing agent, Haripin Technologies at (631) 881-0844, email: licensing@hairpintechnologies.com
Duke University
Portions of this product, and the manufacture, use, sale, or import of this product is subject to U.S. Patent No. 8,137,910 and one or more pending U.S. patent and corresponding international applications, owned by Duke University (DUKE). This product is sold pursuant to a license from DUKE, and DUKE reserves all other rights under these patent rights.
Non-Commercial Entities: “Non-Commercial Entities" means an entity operating within a specific laboratory, unit, location or institution that operates solely for educational, academic or noncommercial research purposes, and which possesses not-for-profit status under federal tax laws and regulations and applicable state corporation statutes and/or wherein the research is not sponsored by for-profit organizations which shall receive ownership to data and results stemming from the sponsored research. The purchase of this product conveys to the buyer the non-transferrable right to use the purchased amount of the product and components of the product in research conducted by the buyer, where such research does not include testing, analysis, or screening services for any third party in return for compensation on a per test basis. The buyer cannot sell or otherwise transfer
(a) this product (b) its components or (c) materials made using this product or its components or materials made using this product or its components for Commercial Purposes. Commercial Purposes means any activity by a party for consideration and may include, but it not limited to: (1) use of the product or its components in manufacturing; (2) use of the product or its components to provide a service, information, or data; (3) use of the product or its components to agricultural, therapeutic, diagnostic, or prophylactic purposes; or (4) resale of the product or its components, whether or not such product or its components are resold for use in research. A separate license from DUKE must be obtained to use this product for any purposes other than those permitted above. It is the sole responsibility of the buyer to ensure that use of the product does not infringe those patent rights of third parties.
Commercial Entities: “Commercial Entities” include any person or entity that is not a “Non-Commercial Entity” or an academic and/or not-for profit research institution wherein the research is sponsored by for profit organizations which shall receive ownership to all data and results stemming from the sponsored research. Please contact DUKE for obtaining a separate license.
For information on purchasing a license to this product for purposes other than research, contact Duke University, Office of Licensing and Ventures, 2812 Erwin Rd., Ste 306, Duke Box No. 90083, Durham, NC 27705, USA. Tel: (919) 681-3131; Fax: (919) 684-8867.
Governing Law: This License Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of North Carolina, USA.
Tranzyme, Inc.
Portions of this product are covered by several patent applications owned by, or licensed to, Tranzyme, Inc. The purchase of this product conveys to the buyer the limited, non-exclusive, nontransferable right (without the right to resell, repackage, or further sublicense) under these patent rights to perform the viral infection methods using the lentiviral vectors claimed in those patent applications for research purposes solely in conjunction with this product. No other license is granted to the buyer whether expressly, by implication, by estoppel or otherwise. In particular, the purchase of this product does not include nor carry any right or license to use, develop, or otherwise exploit this product commercially, and no rights are conveyed to the buyer to use the product or components of the product for any other purposes, including without limitation, provision of services to a third party, generation of commercial databases, or clinical diagnostics or therapeutics.
This product is sold pursuant to a license from Tranzyme, Inc., and Tranzyme, Inc. reserves all other rights under these patent rights. For information on purchasing a license to the patent rights for uses other than in conjunction with this product or to use this product for purposes other than research, please contact the please contact the licensing officer at (919) 313-4760.
Evrogen JSC
This product contains a proprietary nucleic acid(s) coding for a proprietary fluorescent protein(s) being, including its derivatives or modifications, the subject of pending U.S. and foreign patent applications and/or patents owned by Evrogen JSC (hereinafter "Evrogen Fluorescent Proteins").
The purchase of this product conveys to the buyer the non-transferable right to use Evrogen Fluorescent Proteins for (i) not-for-profit internal Research conducted by the buyer (whether the buyer is an academic or for-profit entity), where "Research" means non-commercial uses or activities which (or the results of which) do not generate revenue, and (ii) evaluation of Evrogen Fluorescent Proteins for the purpose of testing its appropriateness for development of a therapeutic, clinical diagnostic, vaccine or prophylactic product, provided that Evrogen Fluorescent Proteins are not used in the development or manufacture of such product.
Offer of Evrogen Fluorescent Proteins for resale; distribution, transfer, or otherwise providing access to Evrogen Fluorescent Proteins to any third party for any purpose, or any use of Evrogen Fluorescent Proteins other than for Research is strictly prohibited.
The buyer cannot sell or otherwise transfer materials made by the employment of Evrogen Fluorescent Proteins to a third party or otherwise use Evrogen Fluorescent Proteins for Commercial Purposes. The buyer may transfer information made through the use of this product solely for research and not for Commercial Purposes. Commercial Purposes means any activity by a party for consideration and may include, but is not limited to: (1) use of Evrogen Fluorescent Proteins in manufacturing; (2) use of Evrogen Fluorescent Proteins to provide a service, information, or data; (3) use of Evrogen Fluorescent Proteins for therapeutic, diagnostic or prophylactic purposes.
The purchase of this product does not convey any rights from Evrogen to validate or screen compounds or a license under any method claims in the foregoing patents or patent applications.
For information on the foregoing patents or patent applications or on purchasing a license to use Evrogen Fluorescent Proteins for purposes other than those permitted above, contact Licensing Department, Evrogen JSC, Miklukho-Maklaya street 16/10, Moscow, 117997, Russian Federation.
EMAIL Iicense@evrogen.com
TET Systems Holding GmbH & Co. KG Restricted Use Label License
Use of the Tetracycline controllable expression systems (the "Tet Technology") is covered by a series of patents including U.S. Patent Nos. 6,087,166; 6,271,341; 7,541,446; 8,383,364 European Patents EP 0990030, 1954811, 2050818, 2352833 and corresponding patent claims outside these regions which are proprietary to TET Systems GmbH & Co. KG. Academic research institutions are granted an automatic license with the purchase of this product to use the Tet Technology only for internal, academic research purposes, which license specifically excludes the right to sell, or otherwise transfer, the Tet Technology or its component parts to third parties. Notwithstanding the above, academic and not-for profit research institutions whose research using the Tet Technology is sponsored by for profit organizations, which shall receive ownership to all data and results stemming from the sponsored research, shall need a commercial license agreement from TET Systems in order to use the Tet Technology. In accepting this license, all users acknowledge that the Tet Technology is experimental in nature. TET Systems GmbH & Co. KG makes no warranties, express or implied or of any kind, and hereby disclaims any warranties, representations, or guarantees of any kind as to the Tet Technology, patents, or products. All others are invited to request a license from TET Systems GmbH & Co. KG prior to purchasing these reagents or using them for any purpose. Licensors are required by its licensing agreement to submit a report of all purchasers of the Tet-controllable expression system to TET Systems.
For license information, please contact:
GSF/CEO
TET Systems GmbH & Co. KG, Im Neuenheimer Feld 582 69120 Heidelberg
Germany
Tel: +49 6221 5880400
Fax: +49 6221 5880404
email: info@tetsystems.com
or use the electronic licensing request form via www.tetsystems.com/main_inquiry.htm
Sigma-Aldrich
These Products are For Research Use Only - Not for any Clinical, Therapeutic or Diagnostic use in Humans. These Products may be subject to the following patents (issued or pending):
| PCT application | Priority Application(s) (filing date) | National Application | Issued Patents |
|---|---|---|---|
| US 07/586,603 (21 Sept 1990) |
US 08/361,839 | 5,817,491 | |
| PCT/US91/05699 (9 Aug 1991) |
US 07/658,632 (19 Feb 1991) |
EP 91915104.3 JP 3-514518 AU 84302/91 CA 2,104,396 |
0572401 354129 663470 2,104,396 |
| US 07/1 70,515 (21 March 1988) US 07/1 70,515 (21 March 1988) |
US Continuation 08/156,789 US Continuation 08/462,492 US Continuation 10/205,179 |
5,591,624 5,716,832 |
|
| PCT/US91/06852 (20 Aug 1991) WO 92/05266 |
US 07/586,603 (21 Sept 1990) |
AU 88424/91 AU Divisional 47984/96 |
665176 690417 |
| PCT/GB97/02857 (17 Oct 1997) WO 98/1 7815 |
GB 9621680.9 (17 Oct 1996) GB 962445739 (25 Nov 1996) |
EP 97909436.4 EP Divisional 00202432.1 US 09/224.014 US Divisional 09/91 5,169 US CIP 10/661,761 US Continuation 11/646,041 JP 10-519086 AU 47122/97 CN97198767.X NZ 334860 |
0904392 6,312,682 6,669,936 7,198,784 725143 2L97198767.X 334860 |
| PCT/GB97/02858 (17 Oct 1997) WO 98/17816 |
GB 9621680.9 (17 Oct 1996) |
GB 9903117.1 EP 97909437.2 US 09/284,011 JP 10-519087 AU 47123/97 CN 97198883.8 NZ 334522 |
2331522 6,235,522 737801 ZL971 98883.8 334522 |
| PCT /GB97/02696 (28 Oct 1997) WO 98/1 8934 |
GB 9622500.8 (29 Oct 1996) |
US CIP 10/324,616 US Continuation 11/155,043 US Continuation 11/726,679 JP 10-520197 |
6,924,123 7,056,699 |
| Named Inventor | Title | Patent No Application No. |
|
|---|---|---|---|
| Graham/Rice | Control of Gene Express | ZA 2000/4507* | HK 01105904.3* |
| AU 2001100608* | HU P0101225* | ||
| SG75542* | IN 2000/00 169/DEL* | ||
| US 6,573,099* | JP P-2000-537990 | ||
| GB2353282 | KR 7010419/2000* | ||
| AU 743316* | MX008631* | ||
| NZ 506648* | PL P.343064* | ||
| US 10/346853* | SK PV 1372-2000* | ||
| PCT/AU/99/00195* | AU 35647/02* | ||
| BR PI9908967-0* | NZ 525941* | ||
| CA 2323726* | SG200205122-5* | ||
| CB 99804255-2* | US 09/646807* | ||
| CZ PB2000-3346* | PP2492/98* | ||
| EP 99910039.9* | AUPP2499/98* | ||
| US10/646,070 | US 10/821,710* | ||
| US 10/759,841* | US 10/821,726* | ||
| EP 04015041.9* | AU 2005209648 | ||
| AU2005211538 | |||
| Graham/Rice/ M/R | Genetic Silencing | W0 01/70949 | SG 91678 |
| GB 237722 | ZA2002/7428 | ||
| AU PQ6363 | AU2001240375 | ||
| AUPR2700 | |||
| Grahm, et al. | Double-Stranded Nucleic Acid | AU 2003906281 | AU 2004902279 |
| AU 2003906281 | PCT/AU04/000759 | ||
| US 10/861,191 | |||
*Indicates a "Co-Owned Patents" are jointly owned by Benitec and CSIRO.
This product and its use are the subject of one or more of the following patents: 6,682,907; 7,981,671; 8,093,042; 8,367,068; 8,450,087; 8,460,678; 8,512,994 and/or other foreign patents or pending applications licensed to Licensors. The purchase of this product conveys to the buyer the non- transferable right to use the purchased amount of the product and components of the product in research conducted by the buyer (whether the buyer is an academic or for-profit entity). The buyer cannot sell or otherwise transfer this product, its components or materials made using this product or its components to a third party or otherwise use this product or its components or materials made using this product or its components for any commercial purposes. Order and acceptance of Licensors' products indicates Buyer acceptance of the limitations of this limited use statement. For information on purchasing a license to the DNA-Flap technology for purposes other than research, contact the Transfer of Technology Office, lnstitut Pasteur, 28 rue du Docteur Roux, 75 724 Paris Cedex 15 (www.pasteur.fr).
1) The Nature of the LICENSEE License: Licensee has a license to sell the Product containing WPRE, under the terms described below. Any use of WPRE outside of Licensee's Product or the Product's intended use, requires a license as detailed below. Before using the Product containing WPRE, please read the following license agreement. If Buyer does not agree to be bound by its terms, contact Licensee within 10 days for authorization to return the unused Product containing WPRE and to receive a full credit.
2) Patents: The WPRE technology is covered by patents issued to The Salk Institute for Biological Studies.
3) Individual License Agreement: Licensee grants Buyer a non-exclusive license to use the enclosed Product containing WPRE in its entirety for its intended use. The Product containing WPRE is being transferred to Buyer in furtherance of, and reliance on, such license. Any use of WPRE outside of Licensee's Product or the Product's intended use, requires a license from the Salk Institute for Biological Studies.
4) Termination of License: This license agreement is effective until terminated. Buyer may terminate it at any time by destroying all Products containing WPRE in Buyer's control. It will also terminate automatically if Buyer fail to comply with the terms and conditions of the license agreement. Buyer will, upon termination of the license agreement, destroy all Products containing WPRE in Buyer's control, and so notify Licensee in writing. This License will be governed in its interpretation and enforcement by the laws of the State of California.
5) Contact for WPRE Licensing:
The Salk Institute for Biological Studies 10010 North Torrey Pines Road
La Jolla, CA 92037
Attn.: Office of Technology Management Phone: (858) 453-4100 extension 1703
Fax: (858) 546-8093
Lawrence Livermore National Laboratory
AGREEMENT IN GOOD FAITH CONCERNING USE AND DISTRIBUTION OF ARRAYED I.M.A.G.E. cDNA CLONES
You are being provided with I.M.A.G.E. Consortium [LLNL] cDNA clones (CLONES) and/or associated products (PRODUCTS) (referred to collectively as IMAGE MATERIALS), in order to advance the public interest and to advance the objectives of the institutions that developed the original libraries from which these clones were derived (ORIGINATORS). The ORIGINATORS are the beneficiaries of, and may independently enforce, this Agreement.
DEFINITIONS
PROGENY means an unmodified descendant from CLONES or any comparable bacterial stock derived from CLONES (STOCK). DERIVATIVE PRODUCTS means any modification or product of CLONES or PRODUCTS that is not a PROGENY or a STOCK. PRODUCTS mean any material(s), such as subclone(s), which contain or incorporate the CLONES and are derived directly from the original CLONES or their PROGENY.
USE OF IMAGE MATERIALS
By accepting IMAGE MATERIALS you are agreeing in good faith to the following terms. If you are unable to agree to these terms, you must immediately return IMAGE MATERIALS along with all copies and replicas thereof.
(a) You will use the IMAGE MATERIALS in compliance with all applicable laws, governmental regulations and guidelines, including the United States National Institutes of Health guidelines, or their equivalent, and any regulations or guidelines pertaining to research with humans, or animals, or with recombinant DNA.
(b) You may use CLONES to produce PROGENY, and to create DERIVATIVE PRODUCTS. You may use IMAGE MATERIALS, PROGENY, and DERIVATIVE PRODUCTS for commercial or non-commercial purposes, except for the purpose of redistribution of CLONES or PROGENY. Accordingly, you may transfer CLONES or PROGENY to additional parties only if 1) this document in its entirety accompanies CLONES or PROGENY, and 2) you transfer CLONES or PROGENY at no cost to such additional parties.
(c) You will include the unique and specific identifier of each arrayed clone (which was initially assigned either by Lawrence Livermore National Laboratories (IMAGE Consortium), and which accompanies the IMAGE MATERIALS) in data pertaining to the IMAGE MATERIALS submitted to public databases and in resulting publications. This nomenclature consists of the term "IMAGE Clone ID" followed by a five to seven digit number. You will refer publicly (including but not limited to electronic and print versions of articles and databases) to these arrayed cDNA clones as the "I.M.A.G.E. Consortium [LLNL] cDNA Clones", and will reference the following publication: "The I.M.A.G.E. Consortium: An Integrated Molecular Analysis of Genomes and
their Expression," Lennon, G.G., Auffray, C., Polymeropoulos, M., and Soares, M.B. [1996] Genomics 33, pgs. 151-152. In INTERNET/World Wide Web publications and databases, you agree to provide electronic referencing (e.g. 'anchors' and/or 'hotlinks') to the I.M.A.G.E. Consortium home page, currently located at URL http://image.llnl.gov.
(d) YOU AGREE THAT THE IMAGE MATERIALS ARE EXPERIMENTAL IN NATURE AND ARE BEING PROVIDED WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT OF ANY PATENT OR OTHER PROPRIETARY RIGHT OF A THIRD PARTY.
(e) YOU AGREE TO HOLD HARMLESS AND INDEMNIFY LAWRENCE LIVERMORE NATIONAL LABORATORIES (IMAGE CONSORTIUM), THE DEPARTMENT OF ENERGY, THE U.S. GOVERNMENT, THE ORIGINATORS OF THE LIBRARY FROM WHICH CLONES WERE ARRAYED, THE PROVIDER OF THE IMAGE MATERIALS AND PERSONS ACTING ON THEIR BEHALF, FOR ANY CLAIM ASSERTED BY A THIRD PARTY RELATED TO YOUR POSSESSION, USE, STORAGE, OR DISPOSAL OF THE IMAGE MATERIALS.
(f) You understand that the ownership of the unarrayed cDNA libraries from which clones were arrayed is retained by the Originators of those libraries. Any new patentable developments or inventions first made by any party using the arrayed clones will remain the property of the inventing party. This Agreement does not constitute the Originators waiver of any patent rights.
ADMINISTRATION
Any correspondence concerning this Agreement should be addressed to:
Lawrence Livermore National Laboratory
Lawrence Livermore National Security, LLC Industrial Partnerships Office
Attn: I.M.A.G.E. Consortium
P.O. Box 808, L-795
Livermore, CA 94550
Phone (925) 422-6416
Fax: (925) 423-8988
Life Technologies Corporation
Limited Use Label License No. 19: Gateway® Cloning Products
This product contains Gateway® technology that is the subject of one or more issued and/or pending U.S. and foreign patents and patent applications owned by Life Technologies Corporation ("Gateway® Technology"). The purchase of this product conveys to the buyer the non-transferable right to use the purchased amount of the product and components of the product in research conducted by the buyer (whether the buyer is an academic or for profit entity). The purchase of this product does not convey a license under any method claims in patents or patent applications covering Gateway® Technology, or to use this product with any recombination sites other than those purchased from Life Technologies Corporation or its authorized distributor. The right to use methods claimed in patents or patent applications covering Gateway® Technology with this product for research purposes only can only be acquired by the use of Clonase™ purchased from Life Technologies Corporation or its authorized distributors. The buyer cannot modify the recombination sequence(s) contained in this product for any purpose. The buyer cannot sell or otherwise transfer (a) this product,
(b) its components, or (c) materials made by the employment of this product or its components to a third party or otherwise use this product or its components or materials made by the employment of this product or its components for Commercial Purposes. The buyer may transfer information or materials made through the employment of this product to a scientific collaborator, provided that such transfer is not for any Commercial Purpose, and that such collaborator agrees in writing (a) not to transfer such materials to any third party, and (b) to use such transferred materials and/or information solely for research and not for Commercial Purposes. Transfer of such materials and/or information to collaborators does not convey rights to practice any methods claimed in patents or patent applications covering Gateway® Technology. Commercial Purposes means any activity by a party for consideration and may include, but is not limited to: (1) use of the product or its components in manufacturing; (2) use of the product or its components to provide a service, information, or data; (3) use of the product or its components for therapeutic, diagnostic or prophylactic purposes; or (4) resale of the product or its components, whether or not such product or its components are resold for use in research. Notwithstanding the preceding sentence, academic buyers who are core facilities may use this product to perform life science research services only for academic customers provided that (i) any consideration charged for such services is sufficient only for such academic buyer to recover its service costs, and (ii) no for-profit entity funds,
in whole or in part, such services or possesses any present or future right(s) (e.g. intellectual property or contract) in the outcome of such services. Life Technologies Corporation will not assert a claim against the buyer of infringement of patents covering Gateway® Technology based upon the manufacture, use or sale of a therapeutic, clinical diagnostic, vaccine or prophylactic product developed in research by the buyer in which this product or its components was employed, provided that none of (i) this product, (ii) any of its components, or (iii) a method claim of patents covering Gateway® Technology, was used in the manufacture of such product. Life Technologies Corporation will not assert a claim against the buyer of infringement of patents covering Gateway® Technology based upon the use of this product to manufacture a protein for sale, provided that no method claim in such patents was used in the manufacture of such protein. For information on purchasing a license to use this product for purposes other than those permitted herein, contact Licensing Department, Life Technologies Corporation Out-Licensing & OEM, 5791 Van Allen Way, Carlsbad, California 92008 USA, Phone (541) 335-0506 Email: outlicensing@lifetech.com
D3: CRISPR-Cas9 Gene Editing Products
The Broad Institute
Limited License to Use.
The purchase of this product from Licensors or their Affiliates conveys to the final purchaser (“Limited Licensee”) a non- transferable right to use the CRISPR Products solely for research conducted by Limited Licensee in accordance with all of the following requirements:
(i) The Limited Licensee shall not sell or otherwise transfer products (including without limitation any material that contains a Gene Editing Product in whole or part) to any other person or entity, or use Gene Editing Products to perform services for the benefit of any other person or entity, provided however, that a Limited Licensee that is an academic, non-profit, or government entity or person may perform core facility services for its academic and teaching purposes; (ii) the Limited Licensee shall use only the amount of the Gene Editing Products purchased from Licensors, and components of such Gene Editing Products, and shall use any materials made using the Gene Editing Products by such Limited Licensee, only for its internal research
as a research tool for research purposes, and not for any commercial purposes, (iii) the Limited Licensee shall use Gene Editing Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations, (iv) Broad, MIT and Harvard shall provide no warranties of any kind to the Limited Licensee (statutory or implied concerning certain patent rights owned by Broad, MIT and Harvard or the Gene Editing Products), including without limitation, as to product quality, condition, description, merchantability, fitness for a particular purpose, noninfringement of intellectual property rights or the absence of latent or other defects, and all such warranties are hereby expressly disclaimed, (v) Broad, MIT and Harvard shall also expressly disclaim any warranty regarding results obtained through the use of the Gene Editing Products, including without limitation any claim of inaccurate, invalid or incomplete results, (vi) Broad, MIT and Harvard, and their directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, shall have no liability to the Limited Licensee, including, without limitation, for any loss of use or profits, business interruption or any consequential, incidental, special or other indirect damages of any kind, regardless of how caused and regardless of whether an action in contract, tort, strict product liability or otherwise, (vii) the Limited Licensee shall indemnify, defend and hold harmless MIT, Harvard and Broad against any liability, damage, loss, or expense (including without limitation reasonable attorneys' fees and expenses) incurred by or imposed upon MIT, Harvard and Broad in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to the Limited Licensee under the Limited License or any breach of the Limited License by such Limited Licensee; provided, however, that the foregoing shall not apply to a Limited Licensee that is an academic, non-profit, or government entity or person, and such Limited Licensee instead agrees that it, and not MIT, Harvard and Broad, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights granted to the Limited Licensee under the Limited License or any breach of the Limited License by the Limited Licensee, and (viii) the Gene Editing Product and its use may be the subject of one or more issued patents and/or pending patent applications owned by Broad, MIT and Harvard and the purchase of the Gene Editing Product does not convey a license under any claims in the foregoing patents or patent applications directed to the Gene Editing Product or use, production or commercialization thereof.
For any questions regarding the above, please contact Licensors at 800-235-9880 or +1 303-604-949
ERS Genomics
Limited License to use: The purchase of this product from Licensors or their Affiliates conveys to the final purchaser (“Limited Licensee”) a non- exclusive, non-transferrable license for use of the product for research and development only. No commercial use of the product is allowed.
Commercial use means any and all uses of the product by the Licensee for monetary or other consideration and may include, but is not limited to use in (i) manufacturing the product (ii) sale of the product, modified product, re-formatted product, re-formulated product or its progeny or derivatives, whether or not such sale is limited for use in research, or (iii) provision of a service involving the product that generates any information or data.
Data generated using the product that may have commercial value to the Licensee is owned by the Licensee and excluded from the License. No other use or transfer of the product or derivatives is authorized without the prior written express written consent of Licensors.
Licensee shall have no right to transfer or grant sub-licenses without the express written consent of Licensors. The product licensed to the Licensee must at all times remain in the possession of the Licensee. A Licensee may transfer the product to a third party service provider (CRO) who utilizes the licensed product for the sole benefit of the licensee and not for any other purpose. Any CRO that Licensee may transfer product to will be bound by written obligations of limited use and Licensee remains liable for the compliance of the CRO.
Tranzyme, Inc.
Portions of this product are covered by several patent applications owned by, or licensed to, Tranzyme, Inc. The purchase of this product conveys to the buyer the limited, non-exclusive, nontransferable right (without the right to resell, repackage, or further sublicense) under these patent rights to perform the viral infection methods using the lentiviral vectors claimed in those patent applications for research purposes solely in conjunction with this product. No other license is granted to the buyer whether expressly, by implication, by estoppel or otherwise. In particular, the purchase of this product does not include nor carry any right or license to use, develop, or otherwise exploit this product commercially, and no rights are conveyed to the buyer to use the product or components of the product for any other purposes, including without limitation, provision of services to a third party, generation of commercial databases, or clinical diagnostics or therapeutics.
This product is sold pursuant to a license from Tranzyme, Inc., and Tranzyme, Inc. reserves all other rights under these patent rights. For information on purchasing a license to the patent rights for uses other than in conjunction with this product or to use this product for purposes other than research, please contact the please contact the licensing officer at (919) 313-4760.
Evrogen JSC
This product contains a proprietary nucleic acid(s) coding for a proprietary fluorescent protein(s) being, including its derivatives or modifications, the subject of pending U.S. and foreign patent applications and/or patents owned by Evrogen JSC (hereinafter "Evrogen Fluorescent Proteins").
The purchase of this product conveys to the buyer the non-transferable right to use Evrogen Fluorescent Proteins for (i) not-for-profit internal Research conducted by the buyer (whether the buyer is an academic or for-profit entity), where "Research" means non-commercial uses or activities which (or the results of which) do not generate revenue, and (ii) evaluation of Evrogen Fluorescent Proteins for the purpose of testing its appropriateness for development of a therapeutic, clinical diagnostic, vaccine or prophylactic product, provided that Evrogen Fluorescent Proteins are not used in the development or manufacture of such product.
Offer of Evrogen Fluorescent Proteins for resale; distribution, transfer, or otherwise providing access to Evrogen Fluorescent Proteins to any third party for any purpose, or any use of Evrogen Fluorescent Proteins other than for Research is strictly prohibited.
The buyer cannot sell or otherwise transfer materials made by the employment of Evrogen Fluorescent Proteins to a third party or otherwise use Evrogen Fluorescent Proteins for Commercial Purposes. The buyer may transfer information made through the use of this product solely for research and not for Commercial Purposes. Commercial Purposes means any activity by a party for consideration and may include, but is not limited to: (1) use of Evrogen Fluorescent Proteins in manufacturing; (2) use of Evrogen Fluorescent Proteins to provide a service, information, or data; (3) use of Evrogen Fluorescent Proteins for therapeutic, diagnostic or prophylactic purposes.
The purchase of this product does not convey any rights from Evrogen to validate or screen compounds or a license under any method claims in the foregoing patents or patent applications.
For information on the foregoing patents or patent applications or on purchasing a license to use Evrogen Fluorescent Proteins for purposes other than those permitted above, contact Licensing Department, Evrogen JSC, Miklukho-Maklaya street 16/10, Moscow, 117997, Russian Federation.
EMAIL Iicense@evrogen.com
Sigma-Aldrich
These Products are For Research Use Only - Not for any Clinical, Therapeutic or Diagnostic use in Humans. These Products may be subject to the following patents (issued or pending):
This product and its use are the subject of one or more of the following patents: 6,682,907; 7,981,671; 8,093,042; 8,367,068; 8,450,087; 8,460,678; 8,512,994 and/or other foreign patents or pending applications licensed to Licensors. The purchase of this product conveys to the buyer the non- transferable right to use the purchased amount of the product and components of the product in research conducted by the buyer (whether the buyer is an academic or for-profit entity). The buyer cannot sell or otherwise transfer this product, its components or materials made using this
product or its components to a third party or otherwise use this product or its components or materials made using this product or its components for any commercial purposes. Order and acceptance of Licensors products indicates Buyer acceptance of the limitations of this limited use statement. For information on purchasing a license to the DNA-Flap technology for purposes other than research, contact the Transfer of Technology Office, lnstitut Pasteur, 28 rue du Docteur Roux, 75 724 Paris Cedex 15 (www.pasteur.fr).
The Salk Institute
1) The Nature of the LICENSEE License: Licensee has a license to sell the Product containing WPRE, under the terms described below. Any use of WPRE outside of Licensee's Product or the Product's intended use, requires a license as detailed below. Before using the Product containing WPRE, please read the following license agreement. If Buyer does not agree to be bound by its terms, contact Licensee within 10 days for authorization to return the unused Product containing WPRE and to receive a full credit.
2) Patents: The WPRE technology is covered by patents issued to The Salk Institute for Biological Studies.
3) Individual License Agreement: Licensee grants Buyer a non-exclusive license to use the enclosed Product containing WPRE in its entirety for its intended use. The Product containing WPRE is being transferred to Buyer in furtherance of, and reliance on, such license. Any use of WPRE outside of Licensee's Product or the Product's intended use, requires a license from the Salk Institute for Biological Studies.
4) Termination of License: This license agreement is effective until terminated. Buyer may terminate it at any time by destroying all Products containing WPRE in Buyer’s control. It will also terminate automatically if Buyer fail to comply with the terms and conditions of the license agreement. Buyer will, upon termination of the license agreement, destroy all Products containing WPRE in Buyer’s control, and so notify Licensee in writing. This License will be governed in its interpretation and enforcement by the laws of the State of California.
5) Contact for WPRE Licensing:
The Salk Institute for Biological Studies 10010 North Torrey Pines Road
La Jolla, CA 92037
Attn.: Office of Technology Management Phone: (858) 453-4100 extension 1703
Fax: (858) 546-8093
Updated date: 9 April 2024
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