Limited Use Label Licenses

ERS Genomics End-User Label License for the use of CRISPR

Customer receives a non-exclusive, non-transferable license for use of 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 Customer 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 discover and 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, by the Customer for monetary or other consideration, including but not limited to:

1. Sale or transfer, whether or not such sale or transfer 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 screening or profiling of more than 10,000 distinct compounds per calendar year (high-throughput screening); and
6. Manufacturing of a product for sale.

Except for the license grant, any and all rights to the Product, Progeny, Modifications or Unmodified Derivatives thereof, shall remain in Cellecta. No ownership rights are transferred. Data generated by the Customer using the Product, Progeny, Modifications or Unmodified Derivatives thereof, are owned by the Customer, subject to the use restrictions above.

Customer shall have no right to transfer or grant sub-licenses under this license. The Product, Progeny, Modifications or Unmodified Derivatives thereof, licensed to the Customer must at all times remain in the possession of the Customer.

For more information, please see our press release.

For any questions on the ERS Genomics End-User Label License, please contact ERS Genomics.

The Broad Institute Limited End-User License for the Use of Cellecta's CRISPR Products

Customer receives the non-transferable right to use Product(s) purchased from Cellecta or its Affiliates, and any Products made by Limited Licensee (i.e., "Products"), solely for research conducted by such Limited Licensee or by a Third Party contract organization working solely on behalf of such Limited Licensee in accordance with all of the following requirements:

1. The Limited Licensee shall not use Products to perform services for the benefit of any other person or entity or 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 except as otherwise permitted under license to Limited Licensee from Broad.
2. The Limited Licensee shall use only the amount of the Products purchased from Company, and shall use Products and components of the Products only for its internal research for research purposes; provided that use of the product shall expressly exclude the following:
   1. any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
   2. any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
   3. any in vivo veterinary or livestock use;
   4. the development, 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;
   5. 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;
   6. any agricultural use, including but not limited to the use or application in the cultivation, growth, manufacture, exportation, or production of any tobacco product; and
   7. any use or application relating to gene drive., which may include internal research within the Field in connection with product research, but not for the production, manufacture or exploitation of any product or Product or any Commercial Purposes;
3. 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;
4. The “Institutions” (i.e., Broad, MIT, Harvard, Iowa, UTokyo, Rockefeller, NYU, NYGC, and WHI, collectively) 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;
5. The 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;
6. 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;
7. The Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, 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 or HHMI Indemnitees, as applicable, 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
8. The use of the Products 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 Products does not convey a license under any claims in the foregoing patents or patent applications directed to the Products or use, production or commercialization thereof, except as expressly set forth in the Limited License.