License Agreement – ADME/Tox Cell Lines, CRISPR Modified

This Product and its use are the subject of one or more of the following patents controlled by The Broad Institute, Inc. (BROAD), the Massachusetts Institute of Technology (MIT), or the President and Fellows of Harvard College (HARVARD): U.S. Patent Nos. 8,697,357; 8,771,945, and any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions, and corresponding foreign patent applications and patents.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT. YOUR USE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. If you do not agree to use this Product pursuant to the terms and conditions set out in this License Agreement, please contact Sigma Technical Services within ten days of receipt to return the unused and unopened Product for a full refund; provided, however, that custom made Products may not be returned for a refund.

The purchase of this Product conveys to you, the buyer, the non-transferable right to use the purchased Product for Licensed Research Use (see definition below) subject to the conditions set out in this License Agreement. If you wish to use this Product for any purpose other than Licensed Research Use, you must first obtain an appropriate license (see information set out below).

This Product may not be used for any purpose other than Licensed Research Use. Product, as used herein, means the Cell Line and any derivative cells or cell lines created by the buyer which contain and/or incorporate genetic information derived from the Cell Line. Your right to use this Product for Licensed Research Use is subject to the following conditions and restrictions:

The type of license you have subject to this Agreement (Evaluation, Annual, Extended and Consumable) is listed on the outside of the package and/or on the invoice you received from us.

  1. “Licensed Research Use” means any use for research purposes, other than:

    a. Licensing, selling, distributing, or otherwise providing the product or modified versions of it to any third party other than Sigma and its affiliates as provided herein: provided however, that you may provide the product or modified versions of it to researchers within your research organization located at the same research facility or campus who are similarly bound to the use restrictions herein;

    b. GMP production of therapeutic, diagnostic, prophylactic or other medicinal products intended for use in humans or non-human animals, or any other industrial use solely to the extent involving commercial sale of a product or service. If a molecule or any derivative of such molecule is used in or administered to humans, then the production of such molecule shall be deemed to be GMP production and therefore in violation of this License Agreement;

  2. You may not transfer the Product, its components, or any materials made through the use of this Product, including further modified cells, to any third party without prior written approval of Sigma. Notwithstanding the foregoing, the Product or materials made through use of the Product may be transferred by you without such prior written approval to your legal affiliates or bona fide third party contractors performing paid work on your behalf, provided the use by such third party contractors is limited to performance of work for you and any results or product of such work shall not be shared by the third party contractor with any other person.

  3. For Products covered by an “Evaluation” License, this Agreement shall expire ninety (90) days following your receipt of the Product.

  4. For Products covered by an “Annual” License, this Agreement shall expire three hundred and sixty-five (365) days following your receipt of the Product.

  5. For Products covered by an “Extended” License, this Agreement shall remain in force in perpetuity following your receipt of the Product.

  6. For Products covered by a “Consumable” License, you may:

    a. Not expand, propagate, seed, bank, cryopreserve or store the product, its components, or any materials made through the use of this Product, outside of the original shipping device, including but not limited to vial, transwell plate and Petaka cell culture device. The Product can only be transferred and/or incorporated in an end-use assay. All Products that are not utilized in an end-use assay shall be immediately destroyed.

    b. Use Products for the provision of commercial services to a third party for monetary gain, but limited to only delivery of research results and data from use of the Product, and not the Product, its components, or any materials made through the use of this Product, including further modified cells.

  7. Products delivered in a Petaka cell culture device can only be incorporated in an end-use assay for up to two (2) transwell plates (including, but not limited to 24-well or 96-well plates). All Products that are not utilized in an end-use assay for up to two (2) transwell plates shall be immediately destroyed.

  8. BROAD, MIT and Harvard make no representations or warranties of any kind concerning the patent rights and hereby disclaim all representations and warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, noninfringement of intellectual property rights of BROAD, MIT, Harvard or third parties, validity, enforceability and scope of patent rights, validity of any claims, whether issued or pending, and the absence of latent or other defects, whether or not discoverable. In no event shall BROAD, MIT, Harvard or their directors, trustees, officers, employees, agents, faculty, affiliated investigators or students, be liable for incidental or consequential damages of any kind, including without limitation economic damages or injury to property and lost profits, regardless of whether BROAD, MIT OR Harvard shall be advised, shall have other reason to know, or in fact shall know of the possibility of the foregoing.

  9. Your right to use the Product will terminate immediately upon expiration of this License Agreement, or in the event that you fail to comply with these terms and conditions. You shall, upon such termination of your rights, destroy all Product, any modified versions of the Product, and components thereof in your control, and notify Sigma of such in writing.