CRISPR/Cas limited use license terms with the Broad Institute

The creation of your mouse strain or other product (the "Licensed Product") using CRISPRCas9 technology is provided by The Jackson Laboratory ("Jackson") under a license agreement with the Broad Institute, Inc. ("Broad") that contains certain limitations and obligations. By purchasing this service, you, the Limited Licensee, hereby agree to be bound by the Limited License set forth below. Additional capitalized terms are defined below.

Limited Licensee is granted the non-transferable right to use the Licensed Product and Enabled Products created by Jackson solely for research conducted by such Limited Licensee in accordance with all of the following requirements:

(i) the Limited Licensee shall not sell or otherwise transfer the Licensed Product or Enabled Products (including without limitation any material that contains the Licensed Product or Enabled Products in whole or part) to any other person or entity or use the Licensed Product or Enabled Products to perform services for the benefit of any other person or entity other than bona fide research collaborators or contract research organizations,

(ii) the Limited Licensee shall use only the purchased amount of the Licensed Products and components of the Licensed Products and Enabled Products, 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, however the Limited License will not prevent breeding of Licensed Products for use under the Limited License,

(iii) the Limited Licensee shall use the Licensed Product and Enabled Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations,

(iv) Jackson, Broad, The Massachusetts Institute of Technology (MIT) and the President and Fellows of Harvard College (Harvard) provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning the Patent Rights, the Licensed Product or Enabled 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,

(v) Jackson, Broad, MIT and Harvard expressly disclaim any warranty regarding results obtained through the use of the Licensed Product or Enabled Products, including without limitation any claim of inaccurate, invalid or incomplete results,

(vi) Jackson, Broad, MITand Harvard, and their current and former directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, and their respective successors, heirs and assigns (collectively, the Indemnitees) 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 attorney’s 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, provided, however, that the foregoing shall not apply to a Limited Licensee that is an academic, non-profit, or government entity or person, and such Limited Licensee. Instead agrees that it, and not the Indemnitees, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights grant to the Limited Licensee under the Limited License or any breach of the Limited License by the 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 Jackson, 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, other than the right to use the Licensed Product under the Limited License set forth above or as otherwise agreed between the parties in writing.

Definitions

Commercial Purpose 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. 

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.

Patent Rights means

(a) any patents and patent applications listed on Appendix A, which shall be updated from time-time.;

(b) any substitutions, divisions, continuations, reissues, renewals, reexaminations 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 set forth on Appendix A 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.