/Support/Product Licenses

Limited use licenses / Label licenses

shRNA-based products

Cold Spring Harbor Laboratory (CSHL)

Acceptance.  This Limited Use License ("License") contains the exclusive terms and conditions between CSHL and Customer for use of the Product.  By opening the Product container or in any other way accessing or using the Product ("Acceptance"), you will create a binding legal contract upon the terms and conditions herein, without modification.  Customer’s purchase order or similar terms shall not apply to this License.  If you are not authorized by Customer to enter into this License or do not agree to all terms and conditions in this License, then you are prohibited from opening the Product container or otherwise accessing or using the Product.
Permitted Use.  Portions of the Product are covered by US and foreign patent applications or patents and other proprietary intellectual property rights owned by CSHL ("shRNA IP Rights").  Subject to Acceptance and all terms and conditions of this License, sale of the Product to Customer by Transomic (acting under its license from CSHL, an "Authorized Sale") conveys to Customer only the nonexclusive, nontransferable right under the shRNA IP Rights to use the Product solely for Customer’s internal research purposes, and only at its facility where the Products are delivered by Transomic.
Unlicensed Products.  Any Product that is acquired other than pursuant to an Authorized Sale (including without limitation, any Product not acquired from Transomic) shall be deemed to be an "Unlicensed Product".  This License shall be void and of no effect for Unlicensed Products and shall not convey any express or implied right to make, use or sell Unlicensed Products for any purpose.
Restrictions.  Customer obtains no right to sublicense its rights to any third party, or to use the Product for the benefit of any third party for any commercial purpose (including without limitation, using the Product in connection with providing services to any commercial third party or generating commercial databases).  The Product may not be used in vitro or in vivo for any diagnostic, preventative, therapeutic or vaccine application, or used (directly or indirectly) in humans for any purpose.  Customer may not isolate, extract, reverse engineer, derive, copy or separately use any component of the Product (such as, for example, any shRNA component) for any commercial purpose (including without limitation, for the purpose of making Products) other than solely for Customer's internal research purposes.
Non-Profit Customers.  If Customer is a Non-Profit Entity, then the following additional restrictions shall apply:  Customer obtains no right to use the Product for any commercial purpose.
Commercial Customers.  If Customer is a Commercial Entity, (unless Customer has already entered into a separate written agreement that has been executed by CSHL, that covers shRNA IP Rights and that is then currently in effect) then the following additional restrictions shall apply:  This License and Customer’s rights hereunder automatically terminate 12 months after delivery of the Product to Customer. After 12 months of product use customer must enter into a separate written agreement with CSHL, that covers shRNA IP Rights or Customer shall immediately stop using and destroy all Product in its possession. 
The Product may not be used to make any mouse that is of a strain of mice for germ line transmission by embryonic transfer of a gene encoding an shRNA that induces suppression of a gene or genes by RNAi. 
No Transfers.  Customer may not distribute or transfer the Product (by license, sale, loan, lease, rental or any other means) to any commercial partner or any other third party for any commercial purpose except only in the following case.  Customer may transfer the unmodified Product to a commercial third party contractor who, pursuant to a written agreement with Customer and only for non-royalty based payment(s), undertakes on behalf of Customer to use the Product solely for Customer’s benefit and internal research purposes, which third party shall not, after termination of such work, retain or receive subsequent rights to possess, access or use any Product (or any results of such work), and from whom Customer receives no payments pursuant to such agreement.
Compliance.  Customer may only use the Product in compliance with all local, state, federal and other applicable laws, regulations and rules, including without limitation (for uses in the United States), EPA, FDA, USDA and NIH guidelines.  Customer may not (directly or indirectly) use the Product, or allow the transfer, transmission, export or re-export of all or any part of the Product or any product thereof, in violation of any export control law or regulation of the United Sates or any other relevant jurisdiction.
Disclaimers.  THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  NO WARRANTY IS MADE THAT THE PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT ANY RESULT CAN BE ACHIEVED, OR THAT USE OF THE PRODUCT WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.  ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Other Uses.  Except for the limited use expressly specified above, no other license is granted, no other use is permitted and CSHL retains all rights, title and interests in and to the shRNA IP Rights.  Nothing herein confers to Customer (by implication, estoppel or otherwise) any right or license under any patent, patent application or other proprietary intellectual property right of CSHL other than the shRNA IP Rights.  For information on purchasing a license to use the Product for longer time periods, in greater quantities or for other purposes, or to practice more broadly under the shRNA IP Rights, or to practice under other CSHL intellectual property rights, please contact the CSHL Office of Technology Transfer at (516) 367-8301.
Definitions.  "Affiliate" means, at the time of reference thereto, any corporation, company, partnership, joint venture or other entity which controls, is controlled by or is under common control with the subject entity, where "control" means direct or indirect ownership of more than 50% of (i) the outstanding stock or other voting rights entitled to elect directors or (ii) all ownership interests (or, in any country where the local law shall not permit foreign equity participation of 50% or more, then the direct or indirect ownership or control of the maximum percentage of such outstanding stock, voting rights or ownership interests permitted by local law).  "Commercial Entity" means any entity or organization other than a Non-Profit Entity.  "CSHL" means Cold Spring Harbor Laboratory.  "Customer" means the company or other entity or organization that orders, pays for and takes delivery of the Product.  "Non-Profit Entity" means any college, university or governmental entity (including without limitation, governmental and quasi-governmental institutes and research laboratories), or any non-profit scientific, research or educational organization that is of the type described in section 501(c)(3) of the Internal Revenue Code or that is qualified under a state non-profit organization statute.  "Product" means a product (including, without limitation, expression vectors encoding an shRNA), the design, manufacture or use of which (in whole or in part) is the subject of the shRNA IP Rights, and is deemed to include all components, progeny, reproductions, modified versions and other derivatives thereof.
"Transomic" means Transomic Technologies, Inc.

transEDIT CRISPR-Cas9 Reagents

The Broad Institute, Inc.
This product is provided under an intellectual property license from The Broad Institute, Inc. to transOMIC technologies, Inc.  The Limited Licensee shall not (i) sell or otherwise transfer Licensed Products (including without limitation any material that contains a Licensed Product in whole or part) or any Related Material to any other person or entity, or use Licensed Products or any Related Material to perform services for the benefit of any other person or entity, (ii) the Limited Licensee shall use only the purchased amount of the Licensed Products and components of the Licensed Products, and shall use any Related Material, only for its internal research within the Field and not for any Commercial Purposes; where “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. (iii) the Limited Licensee shall use Licensed Products 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 Limited Licensee (statutory or implied) concerning the Patent Rights, Licensed Products or any Related Materials, 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, (v) Broad, MIT and Harvard shall expressly disclaim any warranty regarding results obtained through the use of the Licensed Products 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 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) the Limited Licensee shall indemnify, defend and hold harmless 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 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 and (viii) the Licensed 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 Licensed 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.  Any Licensed Product sold or otherwise transferred by Company shall have a limited use label that is consistent with the preceding sentence. The Limited License shall not contain any restrictions on the use of Licensed Products by non-profit institutions other than those set forth in the foregoing clauses (i) – (viii), 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 Licensed Products. Any sale or other transfer of any Licensed Product by Company to a Third Party, or to an Affiliate that is the final purchaser or transferee of the Licensed Product, that is not subject to a Limited License is hereby deemed a material breach of Company’s obligations under this Agreement.


Evrogen JSC

This product contains a proprietary nucleic acid(s) coding for a proprietary fluorescent protein(s) being, including its derivatives or modifications, the subject of pending patent applications and/or patents owned by Evrogen JSC (hereinafter “Evrogen Fluorescent Proteins”).
The purchase of this product conveys to the buyer the non-transferable right to use Evrogen Fluorescent Proteins only for research conducted by the buyer. No rights are conveyed to modify or clone the gene encoding fluorescent protein contained in this product, to use the product for validating or screening compounds or to use Evrogen Fluorescent Proteins for commercial purposes. For information on commercial licensing, contact Evrogen Licensing Department, email: license@evrogen.com.


Duke University

Portions of this product, and the manufacture, use, sale, or import of this product is subject to
U.S. Patent No. 8,137,910 and one or more pending U.S. patent and corresponding international
applications, owned by Duke University (DUKE). This product is sold pursuant to a license
from DUKE, and DUKE reserves all other rights under these patent rights.

Non-Commercial Entities: “Non-Commercial Entities" means an entity operating within a
specific laboratory, unit, location or institution that operates solely for educational, academic or
noncommercial research purposes, and which possesses not-for-profit status under federal tax
laws and regulations and applicable state corporation statutes and/or wherein the research is not
sponsored by for-profit organizations which shall receive ownership to data and results stemming
from the sponsored research. The purchase of this product conveys to the buyer the nontransferable
right to use the purchased amount of the product and components of the product in
research conducted by the buyer, where such research does not include testing, analysis, or
screening services for any third party in return for compensation on a per test basis. The buyer
cannot sell or otherwise transfer (a) this product (b) its components or (c) materials made using
this product or its components or materials made using this product or its components for
Commercial Purposes. Commercial Purposes means any activity by a party for consideration
and may include, but it not limited to: (1) use of the product or its components in manufacturing;
(2) use of the product or its components to provide a service, information, or data; (3) use of the
product or its components to agricultural, therapeutic, diagnostic, or prophylactic purposes; or
(4) resale of the product or its components, whether or not such product or its components are
resold for use in research. A separate license from DUKE must be obtained to use this product
for any purposes other than those permitted above. It is the sole responsibility of the buyer to
ensure that use of the product does not infringe those patent rights of third parties.

Commercial Entities: “Commercial Entities” include any person or entity that is not a “Non-
Commercial Entity” or an academic and/or not-for profit research institution wherein the
research is sponsored by for profit organizations which shall receive ownership to all data and
results stemming from the sponsored research. Please contact DUKE for obtaining a separate
license.

For information on purchasing a license to this product for purposes other than research, contact
Duke University, Office of Licensing and Ventures, 2812 Erwin Rd., Ste 306, Duke Box No.
90083, Durham, NC 27705, USA. Tel: (919) 681-3131; Fax: (919) 684-8867.

Governing Law: This License Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the state of North Carolina, USA.

Lentiviral Technologies

Life Technologies Corporation

This product is provided under an intellectual property license from Life Technologies Corporation to transOMIC technologies, Inc.  The transfer of this product is conditioned on the buyer using the purchased product solely in research conducted by the buyer, and the buyer must not use, sell or otherwise transfer this product or its components for (a) diagnostic, therapeutic or prophylactic purposes; or (b) resale to an unaffiliated third party, whether or not resold for use in research or (c) quality control or manufacture of commercial products, or (d) to provide a service to deliver information or materials to an unaffiliated third party in return for payment, provided however that the buyer may transfer the unmodified product to an academic collaborator for purposes of a research collaboration or to a third party contractor to use the product in research services solely for buyer’s benefit and internal research purposes, which third party shall not, after termination of such research services, retain or receive subsequent rights to possess, access or use the product (or any results of such research services).
For information on purchasing a license to this product for purposes other than research, contact Life Technologies Corporation, 5791 Van Allen Way, Carlsbad, CA 92008 USA or outlicensing@lifetech.com.


MGC premier cDNA Clones

Image Consortium Good Faith Agreement (revised 9/00)
Agreement in Good Faith Concerning Use and Distribution of Arrayed cDNA Clones
You are being provided with IMAGE Consortium [LLNL] cDNA clones (CLONES) and/or associated products (PRODUCTS) (referred to collectively as “IMAGE MATERIALS”), in order to advance the public interest and to advance the objectives of the institutions that developed the original libraries from which these clones were derived (Originators). The Originators are the beneficiaries of, and may independently enforce, this Agreement.
Use of Image Materials
By accepting IMAGE MATERIALS you are agreeing in good faith to the following terms. If you are unable to agree to these terms, you must immediately return IMAGE MATERIALS along with all copies and replicas thereof.
(a) You will use the IMAGE MATERIALS in compliance with all applicable laws, governmental regulations and guidelines, including National Institutes of Health guidelines or their equivalent, and any regulations or guidelines pertaining to research with humans, or animals, or with recombinant DNA.
(b) You may use CLONES to produce PROGENY, and to create DERIVATIVE PRODUCTS. You may use IMAGE MATERIALS, PROGENY, and DERIVATIVE PRODUCTS for commercial or non-commercial purposes, except for the purpose of redistribution
of CLONES or PROGENY. Accordingly, you may transfer CLONES or PROGENY to additional parties only if 1) this document in its entirety accompanies CLONES or PROGENY, and 2) you transfer CLONES or PROGENY at no cost to such additional parties. “PROGENY” means an unmodified descendant from CLONES or any comparable bacterial stock derived from CLONES (STOCK). “DERIVATIVE PRODUCTS” means any modification or product of CLONES or PRODUCTS that is not a PROGENY or a STOCK. (c) You will include the unique and specific identifier of each arrayed clone (which was initially assigned by Lawrence Livermore National Laboratory, Livermore, California, and accompanies the IMAGE MATERIALS) in data pertaining to the IMAGE MATERIALS submitted to public databases and in resulting publications. This nomenclature consists of the term "IMAGE Consortium CloneID" followed by a five to seven digit number. You will refer publicly (including but not limited to electronic and print versions of articles and databases) to these arrayed cDNA clones as the "IMAGE Consortium [LLNL] cDNA Clones", and will reference the following publication: "The IMAGE Consortium: An Integrated Molecular Analysis of Genomes and their Expression," Lennon, G.G., Auffray, C., Polymeropoulos, M., and Soares, M.B. [1996] Genomics 33, pgs. 151-152. In INTERNET/World
Wide Web publications and databases, you agree to provide electronic referencing (e.g. 'anchors' and/or 'hotlinks') to the IMAGE Consortium home page, currently located at URL http://image.llnl.gov.
(D) you agree that the image materials are experimental in nature and are being provided without warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose or freedom from infringement of any patent or other proprietary right of a third party.
(E) you agree to hold harmless and indemnify the regents of the university of California, Lawrence Livermore national laboratory,
the department of energy, the U.S. Government, the originators of the library from which clones were arrayed, the provider of the image materials and persons acting on their behalf, for any claim asserted by a third party related to your possession, use, storage, or disposal of the image materials.
(f) You understand that the ownership of the unarrayed cDNA libraries from which clones were arrayed is retained by the Originators of those libraries. Any new patentable developments or inventions first made by any party using the arrayed clones will remain the property of the inventing party. This Agreement does not constitute the Originators’ waiver of any patent rights.
Administration
Any correspondence concerning this Agreement should be addressed to: Lawrence Livermore National Laboratory
The Regents of the University of California
Industrial Partnerships and Commercialization Program
Attn: IMAGE Consortium
P.O. Box 808, L-795
Livermore, CA 94550
Phone: (925) 422-6416
Fax: (925) 423-8988 http://image.llnl.gov/image/html/GFA.shtml


Tetracycline Inducible constructs

TET Systems GmbH & Co. KG

Use of the Tetracycline controllable expression systems (the "Tet Technology") is covered by a series of patents including U.S. Patent Nos. 5,814,618, 7,541,446, 8,383,364 and European Patent EP 0804565 and corresponding patent claims outside these regions which are proprietary to TET Systems GmbH & Co. KG. Academic research institutions are granted an automatic license with the purchase of this product to use the Tet Technology only for internal, academic research purposes, which license specifically excludes the right to sell, or otherwise transfer, the Tet Technology or its component parts to third parties.
Notwithstanding the above, academic and not-for profit research institutions whose research using the Tet Technology is sponsored by for profit organizations, which shall receive ownership to all data and results stemming from the sponsored research, shall need a commercial license agreement from TET Systems in order to use the Tet Technology.
In accepting this license, all users acknowledge that the Tet Technology is experimental in nature. TET Systems GmbH & Co. KG makes no warranties, express or implied or of any kind, and hereby disclaims any warranties, representations, or guarantees of any kind as to the Tet Technology, patents, or products. All others are invited to request a license from TET Systems GmbH & Co. KG prior to purchasing these reagents or using them for any purpose. transOmic is required by its licensing agreement to submit a report of all purchasers of the Tet-controllable expression system to TET Systems.

For license information, please contact: GSF/CEO,TET Systems GmbH & Co. KG, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany Tel: +4962215880400 , Fax: +4962215880404, eMail: info@tetsystems.com or use the electronic licensing request form at http://www.tetsystems.com/ip-licensing/licensing/for-profit-research.