Limited/Label Licenses

The Limited License specifies that (i) the Limited Licensee shall not sell or otherwise transfer Licensed Products (including without limitation any material that contains a Licensed Product in whole or part) or any Related Material to any other person or entity, or use Licensed Products or any Related Material to perform services for the benefit of any other person or entity, (ii) the Limited Licensee shall use only the purchased amount of the Licensed Products and components of the Licensed Products, and shall use any Related Material, only for its internal research within the Field and not for any Commercial Purposes, (iii) the Limited Licensee shall use Licensed Products and any Related Material in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations, (iv) the Limited Licensee shall indemnify, defend and hold harmless the Indemnitees against any liability, damage, loss, or expense (including without limitation reasonable attorneys' fees and expenses) incurred by or imposed upon any of the Indemnitees 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 and (v) the Licensed 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 Licensed Product does not convey a license under any claims in the foregoing patents or patent applications directed to the Licensed Product or use, production or commercialization thereof.

BEFORE PLACING AN ORDER OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH BELOW. YOUR PURCHASE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

Certain commercial entities and/or activities performed at commercial entities may require additional contract rights from ERS Genomics Limited which are not granted through the purchase of this product. For additional information please see www.ersgenomics.com/research-products.php.

The purchaser receives a non-exclusive, non-transferable right to use the Product, Progeny (meaning any unmodified descendant form of the Product), Modifications (meaning any modifications of the Product) and Unmodified Derivatives (meaning any substances created by the purchaser which constitute an unmodified functional subunit or product expressed by the Product) for RESEARCH USE ONLY, which, subject to the exclusions below, includes use to discover and develop any product, including therapeutic products, which may then be sold to third parties, provided, however, that such products do not incorporate the Product, Progeny, Modifications, or Unmodified Derivatives.

No “Commercial Use” is allowed. Commercial Use means any and all uses of the Product, Progeny, Modifications or Unmodified Derivatives thereof, or any modified cells or organisms created through use of the foregoing, including but not limited to:

1. Sale, whether or not such sale is limited for use in research;
2. Provision of a service to a third party;
3. Use in any diagnostic, preventative, or therapeutic application;
4. Use in any veterinary, livestock or agricultural application;
5. Use in later stage development of therapeutics, diagnostics, prophylactics (e.g., hit-to-lead, lead optimization); and
6. Manufacturing of a product for sale.

For clarity, transfer of materials or provision of services by not for profit or academic core labs to their internal clients shall not constitute a Commercial Use.

Except for the rights granted herein, any and all rights to the Product, Progeny, Modifications or Unmodified Derivatives thereof, shall remain in SCBT. No ownership rights are transferred.

The purchaser shall have no right to assign the rights granted herein to third parties. The Product, Progeny, Modifications or Unmodified Derivatives thereof, must at all times remain in the possession of the purchaser, except for a transfer to a scientific collaborator or to a service provider, to perform services, solely on behalf of the purchaser.

ERS Genomics Limited is an intended third-party beneficiary under these Terms of Use.