THE Broad INSTITUTE, INC.
The Limited License shall be in written form and specify that (i) the Limited Licensee shall not sell or otherwise transfer Products (including without limitation any material that contains a Product in whole or in part) to any other person or entity, or use Products to perform services for the benefit of any other person or entity, (ii) the Limited Licensee shall use only the purchased amount of the Products purchased from Company, and shall use Products and components of the Products only for its internal research within the Field and not for any Commercial Purposes, (iii) the Limited Licensee shall use Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations, (iv) Institutions shall provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning the Intellectual Property or 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) Institutions shall expressly disclaim any warranty regarding results obtained through the use of the Products, including without limitation any claim of inaccurate, invalid or incomplete results, (vi) Institutions 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 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, provided that, to the extent the foregoing is not permitted by law, the Limited Licensee agrees, to the extent permitted by law, that it, and not the Indemnitees, 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 Limited Licensee, and (viii) the Product and its use may be the subject of one or more issued patents or pending patent applications owned by one or more Institutions and the purchase of the Product does not convey a license under any claims in the foregoing patents or patent applications directed to the Product or use, production or commercialization thereof, except as expressly set forth in the Limited License.
ERS Label License
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 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 labs to their internal clients or academic communities 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 be the property of the purchaser, however the purchaser shall have limited rights to use the Product, Progeny, Modification or Unmodified Derivates for the purpose set forth in this Label License.
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.