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CRISPR Use License Agreement

This Product and its use are covered under a license between The Broad Institute, Inc. (BROAD) and Sigma-Aldrich Co. LLC (SIGMA) and are the subject of one or more of the following patents controlled by BROAD, the Massachusetts Institute of Technology (MIT), 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 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. Your right to use this Product for Licensed Research Use is subject to the following conditions and restrictions:

  1. “Licensed Research Use” means any use for research purposes, with the following exceptions: (i) Buyer may not sell or otherwise transfer the Product (including without limitation any material that contains the Product in whole or part) or any Related Material to any other third party (except that you may transfer the Product, including without limitation an material that contains the Product in whole or in part, or any Related Material to a bona fide collaborator or contract research person or entity), or use the Products or any Related Material to perform services for the benefit of any other person or entity; (ii) Buyer may use only the purchased amount of the Product and components of the Product, and shall use any Related Material, only for your internal research within the Field, and not for any Commercial Purposes; (iii) Buyer shall use the Product 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) BROAD, MIT and HARVARD shall provide no warranties of any kind to the Buyer (statutory or implied) concerning the Patent Rights, the Product or any Related Materials, 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 expressly disclaim any warranty regarding results obtained through the use of the Product or Related Materials, 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 Buyer, 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 Buyer shall indemnify, defend and hold harmless BROAD, MIT 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 “Indemnities”) 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 Buyer hereunder or any breach of this License Agreement by such Buyer; and (viii) the 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 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.

  2. For purposes of Section 1 above, the following definitions shall apply:

    “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.

    “Field” means use as a research tool for research purposes; provided, however, that notwithstanding the foregoing, the Field shall expressly exclude (a) any in vivo and ex vivo human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use, (b) any in vivo veterinary or livestock use, or non-research agricultural use, or (c) the manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of, or as, a testing service, therapeutic or diagnostic for humans or animals.

    “Related Materials” means (a) any progeny, modification or derivative of a Product, or (b) any cell or animal made or modified through use of a Product, or any progeny, modification or derivative of such cell or animal.

  3. 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, Related Materials, and components thereof in your control, and notify SIGMA of such in writing.

  4. SIGMA makes no representations or warranties of any kind concerning the Patent Rights, the Product or any Related Materials 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 and HARVARD or third parties, validity, enforceability and scope of the 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 SIGMA or their directors, officers, employees and agents, 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 SIGMA shall be advised, shall have other reason to know, or in fact shall know of the possibility of the foregoing.

For information on purchasing a license to this Product for purposes other than Licensed Research Use, contact your local SIGMA sales representative, who will refer you to the proper licensing representative, or in the USA call 800-325-3010.

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