Landing Pad ZFN-Modified Cell Line Purchase Agreement

This product (“Product”) and its use is the subject of one or more of the following patents controlled by Sangamo BioSciences, Inc.: U.S. Patent Nos. 6,534,261, 6,607,882, 6,746,838, 6,794,136, 6,824,978, 6,866,997, 6,933,113, 6,979,539, 7,013,219, 7,030,215, 7,220,719, 7,241,573, 7,241,574, 7,585,849, 7,595,376, 6,903,185, 6,479,626, US20030232410, US20090203140 and corresponding foreign patent applications and patents.

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 Purchase Agreement. [Alt1: This Purchase Agreement shall expire 12 months after the date of receipt of the Product; however, payment of the Extension Fee (refer to quote for details) prior to expiration of the initial 12-month period or any subsequent 12-month period shall entitle the buyer to an additional 12-month period.] [Alt2: This Purchase Agreement shall expire 5 years after the date of receipt of the Product.]

If you wish to use this Product for any purpose other than Licensed Research Use, you must first obtain an additional appropriate Purchase Agreement (see information set out below).

This Product may not be used for any purpose other than Licensed Research Use. Product, as used herein, includes the ZFN-Modified Cell Line and any derivative cells or cell lines created by the buyer which contain and/or incorporate genetic information derived from the ZFN-Modified Cell Line. 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, other than:

    1. Licensing, selling, distributing, or otherwise transferring the Product to any third party other than Sigma-Aldrich and its affiliates as provided herein; provided however, that you may transfer the Product to researchers within your research organization located at the same research facility or campus who are similarly bound to the use restrictions herein;

    2. 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 expressed by a derivative of the Product for which a Master Cell Bank has been established, or if 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 Purchase Agreement; and

    3. Provision of commercial services to a third party for monetary gain, including but not limited to delivery of research results from use of the Product.
  2. You may not transfer the Product or 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-Aldrich and without the transferee entering into a license with Sigma-Aldrich. Subject to the foregoing, the Product or materials made through use of the Product may be transferred by you 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. Your right to use the Product will terminate immediately upon expiration of this Purchase Agreement, or in the event that you fail to comply with these terms and conditions. You shall, upon such expiration or termination of your rights, destroy all Product, any modified versions of the Product, and components thereof in your control, and notify Sigma-Aldrich of such in writing.

  4. You may not use the Product to support the filing of a patent application in any country in the world that contains claims directed to the Product or its uses.

For information on purchasing a purchase agreement 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 1+800-325-3010.



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