1. ABOUT US
1.1 Company details. Oxford Genetics Limited (company number 07617346) (we and us), is a company registered in England and Wales and our registered office is at Medawar Centre, Robert Robinson Avenue, Oxford, OX4 4HG, United Kingdom. Our VAT number is GB133718421.
1.2 Contacting us. To contact us please email our customer service team at email@example.com. The requirements for giving us formal notice of any matter under the Contract are set out in clause 15.2.
2. OUR CONTRACT WITH YOU
2.1 Our contract. These terms (Terms) apply to the contract between us for the supply of Goods by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out or referred to in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy or take possession of the goods specified in the order (Goods) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point, and on which date the Contract between you and us will come into existence.
3.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. OUR GOODS
4.1 Subject to clause 4.3, in manufacturing the Goods, we will use all reasonable endeavours to ensure that the Goods meet the specification set out on our site, within accepted or stipulated tolerances.
4.2 The packaging of Goods may vary from that shown on images on our site.
4.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, to avoid infringing third party rights, or if the amendment will not materially affect the nature, quality or performance of the Goods.
5. RETURN AND REFUND
5.1 You may cancel the Contract for any Goods other than plasmids and receive a refund by emailing our customer service team at firstname.lastname@example.org within seven (7) days after the date of purchase.
5.2 If you cancel the Contract for Goods that were ordered in error we may charge you an administration fee plus delivery charges for the return of the non-DNA Goods to us, at our sole discretion.
5.3 If you cancel the Contract for Goods that have already been delivered to you, you must return them to us without undue delay and in any event not later than 14 days after the date of cancellation. You can either send them back or hand them to our authorised carrier. Please contact us for our returns address and information about our authorised carrier and how to arrange a return. If we have offered to collect the Goods from you as advised by email, we will collect the Goods from the address to which they were delivered. We will contact you to arrange a suitable time for collection.
5.4 We may ask you to sign and deliver a certificate of decontamination prior to returning any Goods.
6. DELIVERY, TRANSFER OF RISK AND TITLE
6.1 Time for delivery will not be of the essence of the Contract so that you do not have the automatic right to cancel the Contract or refuse to take delivery if delivery is late. Occasionally our delivery to you may be affected by a Force Majeure Event. See clause 14 for our responsibilities when this happens.
6.2 Delivery is complete once the Goods have been collected by you or collected by a carrier organised by us or by you to collect them from us and the Goods will be at your risk from that time.
6.3 We may deliver the Goods by instalments, which may be invoiced and paid for separately.
6.4 Save where the applicable LULL provides that we retain ownership of the Goods, you will own the Goods when they are delivered to you or, if later, once we have received payment in full, including all applicable delivery charges.
6.5 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by a Force Majeure Event, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell all or part of the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
7. PRICE OF GOODS AND DELIVERY CHARGES
7.1 Subject to clause 7.5, the prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system.
7.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
7.3 The price of Goods excludes value added tax or any equivalent sales tax chargeable on the Goods (Sales Tax). If the rate of the Sales Tax changes between the date of your order and the date of delivery, we will adjust the amount of Sales Tax you pay, unless you have already paid for the Goods in full before the change in Sales Tax takes effect.
7.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. For full details of our standard freight policy, please see our site at https://www.oxfordgenetics.com/SiteContent/Store/Shipping-Information or contact our customer service team at email@example.com.
7.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel the supply of the Goods and refund you any sums you have paid.
8. HOW TO PAY
8.1 Unless otherwise agreed in writing, payment for the Goods and all applicable delivery charges is required in advance using a debit card or credit card.
8.2 Alternatively, we may agree to invoice you for the order on or at any time after its acceptance. In this case you must pay the amount invoiced in full and in cleared funds by electronic transfer and with all bank charges prepaid within thirty (30) days after the date of the invoice to the bank account nominated by us on the invoice. Time for payment is of the essence of the Contract.
8.3 If you fail to make any payment due to us under the Contract by the due date for payment, then, without limiting our remedies under the Contract, we may:
(a)charge you interest on the overdue amount at the rate of 8% a year above the Bank of England's base rate from time to time on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and/or
(b)suspend delivery of any Goods not yet delivered under the Contract until payment of the overdue amount together with any interest charged.
8.4 You may not set off any payments due from you to us under the Contract against any payments due from us to you.
8.5 All payments payable to us by you under the Contract shall become immediately due and payable on termination of the Contract for any reason. This clause is without prejudice to any right to claim for interest under the law or under the Contract.
9. OUR WARRANTY FOR THE GOODS
9.1 The Goods are for research use only.
9.2 We make no warranty whatsoever in relation to goods or products furnished by third parties.
9.3 Subject to clause 9.2, we provide a warranty that on delivery, any Goods shall:
(a) subject to clause 4, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be suitable for the purpose for which they are expressly marked or labelled.
9.4 Subject to clause 9.5, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 9.3;
(b) we are given a reasonable opportunity to examine the Goods; and
(c) if we ask you to do so, you return the Goods to us at our cost, we will, at our option, either replace the defective Goods or refund the price of the defective Goods in full. For the avoidance of doubt, no shipping charges will be refunded.
9.5 We will not be liable for breach of the warranty set out in clause 9.3 if:
(a) you make any further use of the Goods after giving notice to us under clause 9.4;
(b) the defect arises as a result of your improper use of the Goods, including, but not limited to, your breach of clause 12;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you modify the Goods without our written consent;
(e) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions or improper storage or treatment, including, but not limited to, use of the Goods after the expiry of their recommended shelf life; or
(f) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements, to avoid infringing third party rights, or if the change does not materially affect the nature, quality or performance of the Goods.
9.6 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 9.3 to the extent set out in this clause 9.
9.7 These Terms also apply to any replacement Goods supplied by us to you.
10. LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
10.2 Subject to clause 10.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence and breach of statutory duty), or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss of business opportunity;
(c) loss of anticipated savings;
(d) loss of goodwill; or
(e) any indirect or consequential loss.
10.3 Subject to clause 10.1, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence and breach of statutory duty), or otherwise, arising under or in connection with the Contract, will be limited to the price of the Goods paid or payable under the Contract.
10.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise, including any terms implied by sections 13 to 15 of the Sale of Goods Act 1979 or sections 7 to 10 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
10.5 You shall indemnify us, our affiliates, sub-contractors and our and their respective officers, directors, employees and agents against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other professional costs and expenses) (Losses) resulting from third party claims, demands, suits or proceedings arising out of:
(a) your or any third party’s use of the Goods for uses not expressly authorised in writing by us;
(b) your breach of clause 12; and
(c) your sale or supply of a product or service based in whole or in part on the Goods, or any portion or derivative thereof, or in which any of the Goods were used in its manufacture or production.
10.6 This clause 10 will survive termination of the Contract.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 In these Terms, Intellectual Property Rights means all patents, utility models, rights in inventions, copyright, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
11.2 Nothing in the Contract shall affect the ownership of Intellectual Property Rights owned or controlled by either of us prior to the conclusion of the Contract or that arise outside the performance of the Contract (Background IP).
11.3 In relation to the Goods:
(a) as between you and us we shall retain ownership of all Intellectual Property Rights in the Goods, excluding in any DNA sequences submitted by you; and
(b) you must not attempt to recreate or reverse engineer the Goods.
12. AUTHORISED USES
12.1 Your use of the Goods is subject to the terms of any Limited Use Label Licence (LULL) identified on our website as applying to the Goods. For ease of reference, our LULLs can be found here . Goods produced using the CRISPR Cas9 gene editing technology (CRISPR Technology) and/or which are covered by one of more patents (CRISPR Patents) claiming subject matter regarding the use of the CRISPR Technology owned or applied for by ERS Genomics, the Broad Institute and other institutions, including but not limited to, MIT and Harvard (CRISPR Products) are in addition subject to the CRISPR Cas9 LULLs imposed by our licensors attached in Schedule 1, in which references to the “Licensee” and “Client” are to you and references to the “Product” are to the Goods. If you wish to use the Goods for purposes not permitted by the applicable LULLs, please contact us to discuss appropriate additional or alternative license terms.
12.2 If there is any inconsistency between the applicable LULLs or between them and these Terms, the most restrictive LULL shall take precedence as between them and all LULLs shall take precedence over these Terms.
12.3 Unless otherwise set out on the website, we supply the Goods only for internal research use by your business, and you agree not to use the Goods for any purposes other than those authorised by this clause .
12.4 If the Goods are provided with a LULL for research purposes then this shall not preclude your use of the Goods in your lawful research and development of commercial products or services.
12.5 Unless otherwise authorised in writing, you shall have no right to resell the Goods, or any portion of them.
12.6 Without limiting the foregoing restrictions in this clause 12, you warrant to us that should you for any reason use or sell the Goods for any use other than internal research use, you shall conduct all necessary tests, and comply with all regulatory requirements in the territory in question and shall issue all appropriate warnings and information to subsequent purchasers and/or users.
12.7 You have the responsibility to conduct any research necessary to learn the hazards involved for any of your uses of the Goods purchased from us and to warn your customers, employees and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Goods.
12.8 You agree to comply with instructions for use of the Goods furnished by us, if any, and not to misuse the Goods. If the Goods purchased from us are to be repackaged, relabelled or used as starting materials or components of other products, you will verify our assay of the Goods, qualify the Goods provided by us for such applications, and comply with all governmental requirements relating to labelling or providing other communications to customers.
12.9 You acknowledge that we provide Material Safety Data Sheets (MSDS) for our Goods, and that they are available in paper copy by sending a written request to our Customer Service Address at Medawar Centre, Robert Robinson Avenue, Oxford, OX4 4HG, United Kingdom.
12.10 You also agree to inform your employees of the risks, if any, involved in using or handling the Goods and to train and equip them to handle the Goods safely.
12.11 You acknowledge that Goods received from us may be subject to UK export control laws and regulations. You represent and warrant to us that you will not, directly or indirectly:
(a) sell, export, re-export, transfer, divert, or otherwise dispose of any Goods, products, software, or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the United Kingdom; or
(b) use the Goods for any use prohibited by the laws or regulations of the United Kingdom, without obtaining prior authorisation from the competent government authorities as required by those laws and regulations.
13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract, including any applicable LULL, with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of our notifying you in writing requiring you to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your ability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. FORCE MAJEURE EVENT
14.1We will not be liable or responsible for any failure to perform, or delay in performing, any of our obligations under the Contract caused by any act or event beyond our reasonable control (Force Majeure Event).
14.2If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
(a) we will inform you as soon as reasonably possible; and
(b) our obligations under the Contract will be suspended and the time for performance will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Goods to you we will arrange a new delivery date with you after the Force Majeure Event is over.
14.3 Either party may cancel the Contract if the Force Majeure Event continues for more than sixty (60) days.
15. COMMUNICATIONS BETWEEN US
15.1 References in these Terms to "in writing" include email.
15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or by email.
15.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that the email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.1 In these Terms Confidential Information means any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets and software.
16.2 Each party undertakes that for a period of seven (7) years after the date of the Contract it shall treat the other party’s Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information and will not disclose any of the other party’s Confidential Information to any third party, except as permitted by clause 16.4.
16.3 Each party may disclose the other party's Confidential Information:
(a) to its and its affiliates’ employees, officers, agents, consultants or subcontractors (Representatives) who need to know the information for the purposes of exercising that party's rights or carrying out its obligations under or in connection with the Contract, provided that that party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 16 as though they were a party to the Contract. Each party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause 16; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.4 Notwithstanding any other provisions in the Contract, either party may disclose any Confidential Information of the other that:
(a) was already known to that party before its disclosure or generation under the Contract;
(b) is or becomes publicly known other than by a wrongful act of that party;
(c) is received without any restriction of confidentiality from a third party that is lawfully entitled to disclose it; and/or
(d) is independently developed by or for that party.
16.5 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
17.1 Entire agreement. The Contract constitutes the entire agreement between the parties in relation to the Goods being supplied to you under these Terms. All previous or contemporaneous agreements, proposals, understandings, and communications between the parties are replaced in their entirety by the Contract. In entering into the Contract, neither party has relied on any warranties, representations, or other matters other than as set out in the Contract.
17.2 Assignment and transfer. We may assign our rights and transfer our obligations under the Contract to another entity. You may only assign your rights or transfer your obligations under the Contract to another person if we agree in writing. The Contract is binding on and benefits the parties to the Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Publicity. Neither party shall use the name of the other party or its employees in any promotion or publication without prior written consent of the other party.
17.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.7 No agency. Nothing in the Contract creates, implies or evidences any partnership or joint venture between us, or the relationship between us of principal and agent. Neither party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other
17.8 Formalities. Each party will take any action and execute any document reasonably required by the other party to give effect to any of its rights under the Contract, or to enable their registration in any relevant territory provided the party making the request pays the other party’s reasonable expenses.
17.9 Governing law and jurisdiction. This Contract is governed by English law and is subject to the exclusive jurisdiction of the English courts.
1. In this Schedule the following terms have the following meanings unless the context otherwise expressly requires:
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;
CRISPR Patents means the patents claiming subject matter regarding the use of the CRISPR Technology owned or applied for by ERS Genomics, the Broad Institute and other institutions, including but not limited to, MIT and Harvard;
CRISPR Product means a product that has been modified using the CRISPR Technology and/or which is covered by one or more of the CRISPR Patents.
CRISPR Technology means the genome editing technology known as CRISPR-Cas9.
Field means use as a research tool for research purposes, provided, however, that notwithstanding the foregoing, the Field shall expressly exclude:
i) any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
ii) any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
iii) the research, development, manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the CRISPR Technology or a CRISPR Product for or as a testing service, therapeutic or diagnostic for humans or animals;
iv) any in vivo veterinary or livestock use;
v) 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;
vi) 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
vii) any use or application relating to gene drive.
2. All CRISPR Products are supplied subject to the following licence terms, to which Client expressly agrees:
2.1 Client shall not sell or otherwise transfer the CRISPR Products (including without limitation any material that contains a cell line in whole or part) to any other person or entity or use CRISPR Products to perform services for the benefit of any other person or entity.
2.2 Client shall use only the purchased amount of the CRISPR Products purchased from Oxford Genetics and shall use the CRISPR Products and components of the CRISPR Products only for its internal research within the Field and not for any Commercial Purposes.
2.3 Client shall use CRISPR Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations.
2.4 The owners of the CRISPR Patents provide no warranties of any kind to Client (statutory or implied) concerning the CRISPR Technology or CRISPR 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.
2.5 The owners of the CRISPR Patents expressly disclaim any warranty regarding results obtained through the use of the CRISPR Products, including without limitation any claim of inaccurate, invalid or incomplete results.
2.6 The owners of the CRISPR Patents and their directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, shall have no liability to Client, 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.
2.7 Client shall indemnify, defend and hold harmless each owner of the CRISPR Patents and their current and former trustees, directors, officers, faculty, affiliated investigators, students, employees, and agents and their respective successors, heirs and assigns (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 Client under this LULL or any breach of this LULL by Client, provided that, to the extent the foregoing is not permitted by law, Client agrees, to the extent permitted by law, 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 granted to Client under this LULL or any breach of this LULL by Client.
2.8 The CRISPR Products and their use may be the subject of one or more issued patents or pending patent applications owned by one or more owners of the CRISPR Patents and the purchase of the CRISPR Products does not convey a license under any claims in the foregoing patents or patent applications directed to the CRISPR Products or the use, production or commercialization thereof, except as expressly set forth in this LULL.
B. ERS LULL
Licensee 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 Licensee 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 Licensee for monetary or other consideration, including but not limited to:
(a) Sale or transfer, whether or not such sale or transfer is limited for use in research;
(b) Provision of a service to a third party;
(c) Use in any diagnostic, preventative, or therapeutic application;
(d) Use in any veterinary, livestock or agricultural application; and
(e) Manufacturing of a product for sale.
No ownership rights are transferred. Data generated by the Licensee using the Product, Progeny, Modifications or Unmodified Derivatives thereof, are owned by the Licensee, subject to the use restrictions above.
Licensee shall have no right to transfer or grant sub-licenses under this license. The Product, Progeny, Modifications or Unmodified Derivatives thereof, licensed to the Licensee must at all times remain in the possession of the Licensee.