Limited use licenses

Contents

• Broad Institute limited license
• ERS Genomics terms of use
• Sigma-Aldrich CRISPR Use License Agreement

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Broad Institute Limited License

Abcam provides its modified cell lines that have been generated using CRISPR Cas9 technology under a license agreement with the Broad Institute, Inc. ("Broad") that contains certain limitations and obligations.  By purchasing such modified cell lines, you, (the “Buyer”), hereby agree to use the modified cell lines for your own internal research only, and in accordance with the Limited License below:

1. the Buyer shall (a) not 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 or (b) use Products to perform services for the benefit of any other person or entity except as otherwise permitted under license to Buyer 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 
2. the Buyer shall use only the purchased amount of the Products purchased from Company, and shall use Products and components of the Products only for its internal research within the Field, 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 Buyer 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 Licensor Parties shall provide no warranties of any kind to the Buyer (statutory or implied) concerning the Patent Rights or Products, including without limitation, as to product quality, condition, description, merchantability, fitness for a particular purpose, non-infringement of intellectual property rights or the absence of latent or other defects, and all such warranties are hereby expressly disclaimed
5. the Licensor Parties 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. the Licensor Parties 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
7. the Buyer shall indemnify, defend and hold harmless the Indemnitees against any liability, incurred by or imposed upon any of the 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 Buyer under the Limited License or any breach of the Limited License by such Buyer, provided that, to the extent the foregoing is not permitted by law, the Buyer agrees, to the extent permitted by law, that it, and not the 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 Buyer under the Limited License or any breach of the Limited License by Buyer
8. the Product and its use may be the subject of one or more issued patents or pending patent applications owned by one or more Licensor Parties 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
9. this Limited License does not contain any restrictions on the use of Products by non-profit institutions other than those set forth in the foregoing clauses (1) – (8), including without limitation, any reach-through rights (including without limitation any right to receive payment) with respect to products or discoveries made, discovered, derived, identified or selected using such Products.
10. nothing in this Limited License shall be construed to confer any rights upon Buyer by implication, estoppel, or otherwise as to any technology or patent rights of any entity other than the Patent Rights.  In addition, nothing in this Limited License shall be construed to confer upon Buyer or any Third Party any rights under or to the Patent Rights outside of the Field.

The following definitions apply to the Limited License:

Commercial Purposes means (a) the practice, performance or provision of any method, process or service, or (b) the manufacture, production, sale, use, distribution, disposition or importing of any product, in each case (a) or (b) for consideration of any kind, for the purpose of sale or commercial exploitation, or on any other commercial basis.

Company means Abcam plc.

Enabled Product means any product, that is not the Licensed Product, which is or incorporates (a) any progeny, modification or derivative of the Licensed Product, or (b) any cell, organism or animal made or modified through use of the Licensed Product, or any progeny, modification or derivative of such cell, organism or animal.  For clarity, any product that is made, produced or derived by use of the technology of the Patent Rights, such as a protein or a peptide from a cell line shall be deemed an Enabled Product; provided, however, that the term Enabled Product shall not include any large or small molecule that(i) was identified or discovered through screening using technology covered by the Patent Rights and (ii) does not otherwise fall within the foregoing clauses (a) through (b).

Field means use as a research tool for research purposes; provided, however, that notwithstanding the foregoing, the Field shall expressly exclude (a) any clinical use, including, without limitation, diagnostic and prognostic use,(b) any human, veterinary, livestock or 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.

Indemnitees means each Licensor Party, their affiliates, and their current and former trustees, directors, officers, faculty, affiliated investigators, students, employees, medical and professional staff and agents and their respective successors, heirs and assigns

Licensed Patent Rights means (a) any patents and patent applications listed in the Broad Institute Patent Rights table below; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application listed in the Broad Institute Patent Rights table below, to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Licensor Parties means the Broad Institute, Inc.; the President and Fellows of Harvard College, Massachusetts Institute of Technology, University of Iowa Research Foundation; University of Tokyo; Rockefeller University; New York University, New York Genome Center.

Product means any product (a) that is Covered by at least one Claim of the Patent Rights or (b) that is not described in the foregoing clause (a) but that includes, uses, is derived from or is developed, identified or made through the use of technology Covered by at least one Claim of the Patent Rights or a product covered by the foregoing clause (a) (including any biological material, cell, organism or animal so derived, developed, identified or made) and any progeny, modifications, improvements or derivatives thereof; provided, however, that the term “Product” shall not include (A) any therapeutic large or small molecule that (i) was identified through screening using the technology Covered by the Patent Rights and (ii) does not otherwise make use of the Patent Rights or (B) any product that would not otherwise be a Product except for the use of a Product, Process or the technology Covered by at least one Claim of the Patent Rights solely for purposes of Company’s internal quality control or validation.

Broad Institute Patent Rights

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ERS Genomics Terms of Use

Abcam provides its modified cell lines that have been generated using CRISPR Cas9 technology under a license agreement with the ERS Genomics Limited ("ERS") that contains certain limitations and obligations.  By purchasing such modified cell lines, you, the buyer, hereby agree to use the modified cell lines for your own internal research only, and in accordance with the Terms of Use set out below:

BEFORE PLACING AN ORDER OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH BELOW.  YOUR PURCHASE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

Certain commercial entities and/or activities performed at commercial entities may require additional contract rights from ERS Genomics Limited which are not granted through the purchase of this product.  For additional information please see www.ersgenomics.com/research-products.php.

The buyer receives a non-exclusive, non-transferable right to use 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 buyer 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, including but not limited to:

(1)        Sale, whether or not such sale 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 later stage development of therapeutics, diagnostics, prophylactics (e.g., hit-to-lead, lead optimization); and

​(6)        Manufacturing of a product for sale.

For clarity, transfer of materials or provision of services by not for profit or academic core labs to their internal clients shall not constitute a Commercial Use.

Except for the rights granted herein, any and all rights to the Product, Progeny, Modifications or Unmodified Derivatives thereof, shall remain in Abcam.  No ownership rights are transferred.

The buyer shall have no right to assign the rights granted herein to third parties.  The Product, Progeny, Modifications or Unmodified Derivatives thereof, must at all times remain in the possession of the buyer, except for a transfer to a scientific collaborator or to a service provider, to perform services, solely on behalf of the buyer.

ERS Genomics Limited is an intended third-party beneficiary under these Terms of Use.

ERS Genomics Limited Patent Rights (July 2019)

Sigma-Aldrich CRISPR Use License Agreement

Abcam provides its modified cell lines that have been generated using CRISPR technology under a license agreement with Sigma-Aldrich Co. LLC. (“Sigma”) that contains certain limitations and obligations.  By purchasing such modified cell lines, you, (the “Buyer”), hereby agree to use the modified cell lines for your own internal research only, and in accordance with the CRISPR Use License Agreement (“License Agreement”) set out below:

This Product and its use are the subject of one or more of the following patents and applications controlled by Sigma: 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, continuations-in-part, reissues, reexaminations, and extensions thereof: Australia Patent Nos. 2013355214;  2017204031; and  2018229489;  Canada Patent  No.  2,891,347; China Patent No. CN105142669; European Patent Nos. EP 3 138 910 B1, 3 138 911 B1, and EP 3 138 912 B1; Israel Patent No. IL238856; Singapore Patent No. 11201503824S; South Korea Patent No. 10- 1844123; and U.S. Patent Application Serial Nos. 15/188,911; 15/188,924; 15/188,927; 15/188,931; and 15/456,204 (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.

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 any 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. Sigma 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. Sigma 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. Sigma, and their directors, officers, employees and agents, 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 Sigma and their current and former directors, officers, 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 Sigma 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.

For purposes of Section 1 above, the following definitions shallapply:

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) the creation of transgenic rodent models and/or derivatives thereof (including, but not limited to, rodents’ cells and rodents’ organs) by for-profit entities, (c) any in vivo veterinary or livestock use, or non-research agricultural use, or (d) 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 any progeny, modification or derivative of a Product.

2. 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. 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.

Sigma-Aldrich Patent Rights:

Patent applications and issued patents that entered their respective National Stage from PCT International Pub. No. WO 2014/089290