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CRISPR Use License Agreement

Sigma-Aldrich Co LLC

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED LICENSE. 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 Limited License, please contact Seller 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.

This Product, its use, and methods of making and using the same as allowed herein is intended to be covered under Patent applications and issued patents owned by SIGMA ALDRICH CO LLC that entered their respective National Stage from PCT International Pub. No. WO 2014/089290, including, but not limited to, the following, and substitutions, divisions, continuations, reissues, re-examinations, and extensions thereof;

Patent applications and issued patents that entered their respective National Stage from PCT International Pub. No. WO 2014/089290, including, but not limited to, the following, and substitutions, divisions, continuations, reissues, re-examinations, and extensions thereof: Australian Patent Nos. AU 2013355214, AU 2018229489, and AU2019201344; Brazil Patent Application No. 112015012375-9; Canadian Patent No. 2,891,347; China Patent No. 105142669; India Patent Application No. 1500KOLNP/2015; Israel Patent No. IL238856; European Patent Specification Nos. EP 3 138 911 B1, EP 3 360 964 B1, and EP 3 363 902 B1; South Korea Patent No. KR10-1844123; Singapore Patent No. 11201503824S; U.S. Patent Nos. 10,731,181 and 10,745,181; and U.S. Patent Application Serial No. 15/456,204 (together the “Patent Rights”).

The purchase of this Product conveys to you (the “Limited Licensee”) a NON-TRANSFERABLE right to use the purchased Product for research conducted by Limited Licensee. For clarity, the following Product use restrictions apply:

(i) Limited Licensee shall not use Product to perform services for the benefit of any other person or entity or sell or otherwise transfer Product (including without limitation any material that contains Product in whole or in part) to any other person or entity;

(ii) Limited Licensee shall use only the purchased amount of the Product purchased from SIGMA ALDRICH CO LLC or its affiliates, and shall use Product and components of the Product only for its internal research within the Customer Field (defined below) and not for any Commercial Purposes (defined below);

(iii) Limited Licensee shall use Product in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations; provided, however, with respect to any jurisdiction that does not have laws, rules or regulations that govern genetically modified crops, the Limited Licensee shall use Product in compliance with all applicable laws, rules and regulations (including any rules, regulations, guidelines or other requirements of any regulatory authorities) of the United States federal government that may be in effect from time to time to the extent applicable to genetically modified crops; and

(iv) the Product and its use may be the subject of one or more issued patents and/or pending patent applications owned by Seller, 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.

The following definitions shall apply to this Limited License:

“Commercial Purposes” means (a) the practice, performance or provision of any method, process or service, or (b) the manufacture, sale, use, distribution, disposition or importing of any product, in each case (a) or (b) for consideration, e.g., a fee, or on any other commercial basis.

“Customer Field” means use as a research tool for internal research purposes; provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

(a) any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
(b) any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
(c) any in vivo veterinary or non-research livestock use;
(d) the manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Patent Rights or a Product for or as a testing service, therapeutic or diagnostic for humans or animals;
(e) products that provide nutritional benefits and are regulated by a regulatory authority as a drug or biologic pursuant to Section 505 of the Federal Food, Drug, and Cosmetic Act of 1938, as amended, Section 351 of the Public Health Service Act of 1944, as amended, or any successor laws, or equivalent laws or regulations in jurisdictions outside the United States;
(f) the making (including use of rodent embryonic stem cells, rodent embryos or rodent zygotes as a precursor to make), having made, creation, breeding, amplification, having amplified, propagation, exporting, importing, use, possession, offer for sale or sale of genetically modified rodent animals (from the order Rodentia) and/or derivatives therefrom including but not limited to cells and organs harvested or derived from such genetically modified (using the Patent Rights) rodent animals;
(g) any use or application relating to the stimulation of biased inheritance of particular genes or traits in a population of plants or animals (e.g., gene drive); and
(h) any modification of the tobacco plant (including any plant part, plant cell, plant tissue or plant seed), except for modifications that (I) are related to the use of the tobacco plant as a manufacturing system or as a model system for research purposes but (II) are not related to any use or application in the cultivation, growth, manufacture, exportation or production of any tobacco product.

Your right to use the Product will terminate immediately if you fail to comply with these terms and conditions. You shall, upon such termination of your rights, destroy all Product, any progeny, modification or derivative of a Product or any cell or animal made or modified through use of a Product, or any progeny, modification or derivative of such cell or animal, and components thereof in your control, and notify Seller of such in writing.

Seller makes no representations or warranties of any kind concerning the issued patents and/or patent applications referenced herein.

This Limited License is provided to satisfy the virtual patent marking provisions of the America Invents Act and is intended to serve as notice under 35 U.S.C. § 287(a). This page is accessible to the public without charge and associates the patented article with the number of the patent(s).

For information on use of this Product for purposes other than research, submit your request using the form below, or in the USA call 800-325-3010.

CRISPR Use Limited License

The Broad Institute

This Product, its use, and methods of making and using the same as allowed herein is intended to be covered under a license between The Broad Institute, Inc. (“BROAD”) and Sigma-Aldrich Co. LLC (“SIGMA”) which relates to use or practice under one or more of the following patents controlled by BROAD, the Massachusetts Institute of Technology (“MIT”), University of Iowa Research Foundation (“IOWA”), or the President and Fellows of Harvard College (“HARVARD”): U.S. Patent Nos. 8,697,359; 8,771,945; and any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions, and corresponding foreign patent applications and patents (the “Patent Rights”).

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED LICENSE. 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 Limited License, please contact Seller 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 “Limited Licensee”) a NON-TRANSFERABLE right to use the purchased Product for research conducted by Limited Licensee. For clarity, the following Product use restrictions apply:

(i) Limited Licensee shall not use Product to perform services for the benefit of any other person or entity or sell or otherwise transfer Product (including without limitation any material that contains Product in whole or in part) to any other person or entity except as otherwise permitted under license to Limited Licensee from BROAD or as otherwise permitted by Broad for non-profit use as provided at https://www.broadinstitute.org/partnerships/office-strategic-alliances-and-partnering/information-about-licensing-crispr-genome-edi;

(ii) Limited Licensee shall use only the purchased amount of the Product purchased from Seller, and shall use Product and components of the Product only for its internal research within the Customer Field (defined below) and not for any Commercial Purposes (defined below);

(iii) Limited Licensee shall use Product in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations; provided, however, with respect to any jurisdiction that does not have laws, rules or regulations that govern genetically modified crops, the Limited Licensee shall use Product in compliance with all applicable laws, rules and regulations (including any rules, regulations, guidelines or other requirements of any regulatory authorities) of the United States federal government that may be in effect from time to time to the extent applicable to genetically modified crops;

(iv) BROAD, MIT, IOWA and HARVARD shall provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning Patent Rights 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) Seller, BROAD, MIT, IOWA and HARVARD 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) Seller, BROAD, MIT, IOWA 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) Limited Licensee shall indemnify, defend and hold harmless Seller, BROAD, MIT, IOWA and HARVARD, and their current and former trustees, directors, officers, faculty, affiliated investigators, students, employees, and agents and their respective successors, heirs and assigns (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 (a) the exercise of any rights granted to the Limited Licensee under this Limited License, or (b) any breach of the Limited License by such Limited Licensee, and (c) any release, spill, emission, leaking, injection, outcross, deposit, disposal, discharge, dispersal, leaching or migration of material involving or arising from a Product (including any Product) into the atmosphere, soil, surface water, groundwater, sewer system or property, 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 and/or pending patent applications owned by one or more of Seller, BROAD, MIT, IOWA and HARVARD 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.

The following definitions shall apply to this Limited License:

“Commercial Purposes” means (a) the practice, performance or provision of any method, process or service, or (b) the manufacture, sale, use, distribution, disposition or importing of any product, in each case (a) or (b) for consideration, e.g., a fee, or on any other commercial basis.

“Customer Field” means use as a research tool for internal research purposes; provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

(a) any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;

(b) any human germline modification, including modifying the DNA of human embryos or human reproductive cells;

(c) any in vivo veterinary or livestock use;

(d) the manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Patent Rights or a Product for or as a testing service, therapeutic or diagnostic for humans or animals;

(e) products that provide nutritional benefits and are regulated by a regulatory authority as a drug or biologic pursuant to Section 505 of the Federal Food, Drug, and Cosmetic Act of 1938, as amended, Section 351 of the Public Health Service Act of 1944, as amended, or any successor laws, or equivalent laws or regulations in jurisdictions outside the United States;

(f) any use to genetically modify rodent animals from the order Rodentia and any cells derived directly from such genetically modified rodents;

(g) any use or application relating to the stimulation of biased inheritance of particular genes or traits in a population of plants or animals (e.g., gene drive); and

(h) any modification of the tobacco plant (including any plant part, plant cell, plant tissue or plant seed), except for modifications that (I) are related to the use of the tobacco plant as a manufacturing system or as a model system for research purposes but (II) are not related to any use or application in the cultivation, growth, manufacture, exportation or production of any tobacco product.

Your right to use the Product will terminate immediately if you fail to comply with these terms and conditions. You shall, upon such termination of your rights, destroy all Product, any progeny, modification or derivative of a Product or any cell or animal made or modified through use of a Product, or any progeny, modification or derivative of such cell or animal, and components thereof in your control, and notify Seller of such in writing.

Seller makes no representations or warranties of any kind concerning the Patent Rights.

This Limited License is provided to satisfy the virtual patent marking provisions of the America Invents Act and is intended to serve as notice under 35 U.S.C. § 287(a). This page is accessible to the public without charge and associates the patented article with the number of the patent(s).

For information on use of this Product for purposes other than research, submit your request using the form below, or in the USA call 800-325-3010.


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