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IDT Online Terms and Conditions of Sale

1. General.

The quotation offer, order, or purchase order, and these IDT Online Terms and Conditions of Sale (“Terms and Conditions”) constitute the entire agreement (collectively, the "Agreement”) for the sale by Integrated DNA Technologies, Inc. or a subsidiary company (“IDT”), to the Customer identified on the quotation offer, order or purchase order (the “Customer”) of the IDT Products or services described therein. IDT Products are defined as the goods or services that IDT provides to Customer under this Agreement. Finished Products are defined as the result of combining a product with at least one other component, accessory, consumable, and/or disposable; thereby rendering the product a medical device for use in clinical applications or other commercial product. Such Finished Products are wholly labeled such that Customer is the legal manufacturer.

IDT’s Terms and Conditions are expressly incorporated by reference into and apply to any Agreement between IDT and Customer. IDT’s Terms and Conditions are the only terms and conditions upon which IDT will accept orders. Acceptance of any offer is limited to IDT’s Terms and Conditions. Any additional or different terms in Customer’s form(s) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. IDT’s acceptance of any order is expressly conditional upon Customer’s assent to IDT’s Terms and Conditions, including any terms additional to or different from those contained in any form(s) from Customer.

The Agreement may be modified only by a writing signed by both Customer and IDT. Acceptance of any order or orders by IDT shall not constitute an agreement by IDT to accept any future orders from Customer. IDT may discontinue accepting orders from Customer at any time, in IDT’s sole discretion. No waiver by IDT of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by IDT. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Unless otherwise set forth herein, all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

2. Pricing and Shipment.

Unless otherwise stated expressly on the applicable purchase order, the price for IDT Products shall be IDT’s price and charges in effect at the time of each shipment. IDT reserves the right to change its prices at any time without notice. Prices do not include sales, excise, use, VAT, GST/HST, or other taxes measured by the sales price. Shipping fees are itemized and billed to Customer at then applicable rates. Customer shall pay all costs of transportation, FOB IDT’s facility (the “FOB Point”) for domestic shipments and FCA IDT’s facility (the “FCA Point”) for international shipments. Customer shall not transfer, directly or indirectly, any IDT Products to any person whatsoever if to do so would be inconsistent with (a) any export or reexport law, regulation, or other control; (b) any trade or economic sanctions law, regulation, or other control, whether relating to any person, to an organization or group, or to a country; or (c) any applicable export or trade licensing law, regulation, or requirement, any of which are imposed by or derivative of the law of the United States of America, Belgium, the European Community or European Union, Singapore, or of any other country, supranational entity, or legal authority exercising jurisdiction where Customer operates or does business.

3. Title and Risk of Loss.

Title and risk of loss passes to Customer when IDT delivers IDT Product to the carrier at the FOB Point or FCA Point.

4. Payment.

All payments shall be in the currency indicated on IDT’s invoice. Terms of sale are net 30 days of the date of invoice, unless otherwise agreed in writing by IDT prior to order acceptance. IDT accepts purchase orders, all major credit cards, and OligoCard payment card as payment types. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse IDT for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with IDT, whether relating to IDT’s breach, bankruptcy or otherwise. All orders are subject to IDT’s credit policy. For more information, please contact treasury@idtdna.com.

5. Inspection.

Customer shall promptly inspect IDT Products upon receipt. Customer shall accept any tender of IDT Products by IDT substantially in conformity with terms of the Specifications (defined below). Customer's acceptance will be conclusively presumed if Customer fails to give IDT written notice of rejection within 5 days after receipt of IDT Products. Any such notice shall describe the rejected IDT Products and the reasons upon which rejection is based.

6. Disclaimer and Limitation of Warranties; Limitation of Remedies.

6.1 Limited Warranty.

IDT warrants that IDT Products shall materially conform to the specifications for identity, purity, and yield, as measured under normal laboratory conditions, indicated in the quotation offer, specifications and other materials (including, where applicable, the Certificate of Analysis and Oligo Master Record) provided by IDT to the Customer (hereinafter the “Specifications”).

6.2 Disclaimer of Other Express or Implied Warranties.

IDT MAKES NO OTHER WARRANTY THAN THE LIMITED WARRANTY CONTAINED IN THIS SECTION AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IDT PRODUCTS, INCLUDING ANY: WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY OF TITLE; AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. IDT’s limited warranty made with this sale shall not be effective if IDT has determined, in its sole discretion, that Customer misused the IDT Products in any manner, failed to use, store, or maintain the IDT Products in accordance with industry standards and practices, or failed to use, store, or maintain the IDT Products in accordance with instructions, if any, furnished by IDT.

Customer understands that IDT cannot guarantee that all materials supplied by Customer will be capable of producing desired results or that research and/or manufacturing as defined in a quotation offer will produce desired results. IDT will use reasonable means to obtain desired results. IDT’s limited warranty is contingent upon complete and accurate information being submitted by the Customer as well as material submitted by the Customer that is not damaged, defective or otherwise flawed.

6.3 Limitation of Damages.

IDT SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE IDT PRODUCTS, EVEN IF IDT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF CUSTOMER OR OTHER USE, OR ANY LIABILITY OF CUSTOMER TO A THIRD-PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE, OR LOSS OCCASIONED BY SUCH IDT PRODUCT, INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE, UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY IDT’S GROSS NEGLIGENCE. IN NO EVENT SHALL IDT BE LIABLE TO CUSTOMER OR TO ANY THIRD-PARTY FOR ANY DAMAGES OF ANY KIND, DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO A DELAY, WHETHER ACTUAL OR ALLEGED, IN THE DELIVERY TO CUSTOMER OF IDT PRODUCTS ORDERED FROM IDT. IDT SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INJURY OR DAMAGE WHICH MAY BE CAUSED BY THE FAILURE OF THE END USER OR ANY OTHER PERSON TO USE THE IDT PRODUCT IN ACCORDANCE WITH THE CONDITIONS OUTLINED ON THE APPLICABLE CERTIFICATE OF ANALYSIS, PRODUCT USER MANUAL, OR OTHER LIMITATIONS PLACED ON THE IDT PRODUCT’S INTENDED OR AUTHORIZED USE, WHEREVER NOTED OR FOR ANY FINSHED PRODUCT FOR CLINICAL USE THAT IS DEVELOPED AND OFFERED BY CUSTOMER FOR WHICH CUSTOMER IS RESPONSIBLE FOR SATISFYING THE REGULATORY OBLIGATIONS.

6.4 Limitation of Remedies for Defective Products.

Any claim by Customer on account of breach of IDT’s limited warranty herein must be in writing and received by IDT within 30 days after Customer’s receipt of IDT Products. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OF IDT’S LIMITED WARRANTY SHALL BE LIMITED TO IDT’S CHOICE OF: (a) the repair or replacement of defective IDT Products with conforming IDT Products at the FCA Point provided herein; or (b) the refund of the purchase price received by IDT for the defective IDT Products. IDT shall be given a reasonable opportunity to investigate all warranty claims and to inspect allegedly defective IDT Products. An IDT Product is not defective if the Customer marketed, sold, distributed, or otherwise used or allowed others to use the Finished Product in a manner that deviates from the IDT Product’s intended or authorized use as defined by IDT in its applicable certificate of analysis, product user manual, or catalog.

7. No Design Input.

The Parties hereto acknowledge that Customer, and not IDT, designed and developed all Finished Products for their use or potential use in any and all types of applications. The Parties further acknowledge that IDT did not engage or otherwise contribute to, or participate in, any of the following acts of design or development: (i) target and/or analyte sequence selection, including oligonucleotide sequence design and selection; (ii) assay design and optimization; (iii) clinical trial design, implementation, or reporting; (iv) the establishment of any clinical testing procedure or standard; (v) the performance of any false positive or false negative risk analysis or mitigation; (vi) the establishment of any product labeling requirements; or (vii) the performance of any other act that is in any way related to the design of the product or service in which the Finished Products are or may be used, hereafter collectively (“Finished Product Design“). Customer acknowledges that IDT’s obligations and responsibilities with respect to the performance of Finished Products are expressly limited to IDT manufacturing IDT Products in compliance in all material respects with the Specifications incorporated and referred to herein, and all laws, rules, and regulations applicable to the manufacture and shipment of IDT Products. Subject to the limited warranty provided by IDT herein, Customer accepts sole and absolute responsibility for any Finished Product Design involving IDT’s Products, including responsibility for satisfying any and all regulatory obligations that may apply based on the application for which the Customer offers the Finished Products.

8. Customer Indemnity.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CUSTOMER HEREBY AGREES TO INDEMNIFY AND HOLD IDT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS BY ANY THIRD-PARTY FOR PROPERTY DAMAGE, PERSONAL INJURY, INTELLECTUAL PROPERTY INFRINGEMENT, LOST PROFITS, OR OTHER LOSSES OR DAMAGE BASED UPON ACTUAL OR ALLEGED WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED) BY CUSTOMER TO ANY PARTY,TO THE EXTENT ARISING OUT OF OR RELATING TO (A) CUSTOMER’S NEGLIGENCE OR WILLFUL MISCONDUCT, (B) ANY USE OF IDT PRODUCTS NOT IN ACCORDANCE WITH THIS AGREEMENT, (C) “FINISHED PRODUCT DESIGN“ DEFINED HEREIN, (D) MATERIALS PROVIDED TO IDT BY CUSTOMER, OR (E) BASED ON CUSTOMER’S VIOLATION OF ANY APPLICABLE LAWS, REGULATIONS, OR ORDINANCES, INCLUDING BUT NOT LIMITED TO ANY IMPORT OR EXPORT LAWS.

9. Dispute Resolution.

If a dispute arises from or relates to the Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, then the Parties shall resolve such dispute by arbitration under the Commercial Rules of the American Arbitration Association (the “AAA”). Three arbitrators shall be selected. IDT and Company shall each select one arbitrator and the two chosen arbitrators shall select the third arbitrator or failing agreement on the selection of the third arbitrator, the AAA shall select the third arbitrator. Unless otherwise agreed by the Parties, arbitration will take place in Chicago, Illinois. The fees and expenses of the arbitration panel and the cost of the arbitration (including lawyers’ fees) shall be borne by the Party against whom the arbitration award rules or, to the extent a Party is only partially successful, on a pro-rata- basis in proportion to the amount awarded by the arbitration panel compared to the total amount of the claim.

10. Confidentiality

The Parties acknowledge that they may provide the information listed below to each other. For the purpose of this Agreement “Customer Confidential Information” is: a) the name(s), addresses, phone numbers, and other contact information of all researchers, Customer employees and/or end-users disclosed on or in an order or request for quotation; b) the name of the institution, company, laboratory, or government agency submitting an order or request for quotation; c) the sequence(s) of oligonucleotide(s) described in an order or request for quotation, their sequence complements, and their gene targets; d) the purification and scale request(s) of oligonucleotide(s) ordered or the subject of a request for quotation; e) the modification(s), if any, to oligonucleotide(s) ordered or the subject of a request for quotation; f) any information regarding the sequences of, or the expression or cloning vectors associated with, synthetic gene products; g) the pricing information relevant to an order or request for quotation, and any shipping and/or other administrative information that may be contained in or on an order form or request for quotation. “IDT Confidential Information” is any and all proprietary intellectual property and related data and information, information related to any current or future IDT products or platform, assay, consumable, component or part, business plans, technical know-how, manufacturing, specifications, material requirements, drawings or sample material provided or transmitted by IDT. When this information is nonpublic, not currently known by the receiving Party, and, under the circumstances, reasonably understood to be confidential in nature, IDT will treat Customer Confidential Information and IDT Confidential Information as, collectively, "Confidential Information". Neither Party will use the Confidential Information of the other Party for its own benefit, or divulge, disclose, or communicate by any means whatsoever any Confidential Information to any third party without the prior written consent of the other Party unless disclosure is required by law. Both Parties will protect the Confidential Information of the other Party with the same degree of care that it uses to protect its own confidential information but no less than reasonable care. If Customer and IDT have entered into a separate non-use or nondisclosure agreement, the terms of that agreement will apply to the exchange of confidential information instead of these terms.

11. IDT Intellectual Property.

11.1 Generally.

Unless otherwise specified herein, the sale of the IDT Products shall not grant to Customer any right or license of any kind under any patent or trademark owned or controlled by IDT or under which IDT is licensed, provided that the foregoing shall not be understood to limit in any way the right of Customer to use and sell the IDT Products if they are customized by Customer or part of or component in a Customer offering or Finished Product. IDT does not represent or warrant that the use or sale of the IDT Products will not infringe the claims of United States patents or trademarks, or other patents or trademarks, covering the IDT Products themselves or the use of the IDT Products in combination with other products or in the operation of any process. Customer agrees to indemnify and hold IDT harmless from any claims, expenses, or damages related to a claim that an IDT Product infringes a third-party patent (or any other form of intellectual property right) if the claim is based upon the Specifications provided to IDT by the Customer or Customer’s use of IDT Product. Customer accepts the IDT Products subject to the applicable use and licensing limitations and restrictions contained in Section 20 Third Party Intellectual Property Licenses and Trademarks of this Agreement and any other restrictions or limitations set forth in product inserts, labeling or packaging.

11.2 IDT’s Trademarks.

IDT’s trademarks, which may not be used in commerce or licensed without the express permission of IDT, consist of the following: Alt-R, DECODED, DNaseAlert, Express DLP, gBlocks, Genomics Advocate, HOTplates, I-Linker, Iowa Black, LabLinker, Lockdown, Lotus, MAX, Megamer, Mini Gene, Oligo Analyzer, OligoCard, PrimerQuest, PrimeTime, Rapid HPLC, ReadyMade, rhAmp, rhAmpSeq, RxnReady, SameDay, SciTools, StarFire, TAO, TEX 613, TruGrade, TYE, Ultramer, xGen, Your Advocate for the Genomics Age, ZEN.

12. Usage.

12.1 Use Restrictions.

Customer may not sequence, analyze, reverse engineer, or disassemble any IDT Products, use any IDT Products for benchmarking or competitive analysis, or publish any results thereof without IDT’s express written permission.

12.2 Use of Name and Logo.

Except as may be permitted by law, Customer will not use for publicity, promotion or otherwise any logo, name, trade name, service mark or trademark of IDT or its affiliates without IDT’s express prior written consent.

12.3 GMP, RUO, and IUO Products.

Customer may purchase IDT Products that have not received clearance or approval by the United States Food and Drug Administration (“FDA”) or any other worldwide regulatory agency as cleared or approved medical devices, but: (i) are distributed by IDT for purposes of “research use only” (RUO) or “investigational use only” (IUO) and are manufactured pursuant to ISO 13485. Customer acknowledges that: (a) requirements under applicable law for Products described in this section under (i) and (ii) may differ, or be exempt from, those applicable to medical devices cleared or approved by FDA; and (b) IDT Products labeled “research use only” or “investigational use only” or “good manufacturing practice” have not been validated for and are not being sold by IDT for Customer’s use for clinical diagnostic purposes. Customer agrees to not use or allow others to use RUO, IUO and GMP IDT Products for clinical diagnostic purposes, unless and until Customer has satisfied any and all regulatory obligations that are associated with the development and sale of a Finished Product and Customer further agrees to accept sole responsibility for all consequences arising out of Customer or end users’ use of the Finished Products.

12.3.1 Research Purposes Only.

Unless otherwise indicated, IDT Products are manufactured and sold for Customer's research purposes only. Customer takes full responsibility for knowing and adhering to the use limitations of IDT’s “Research Use Only” Products. Customer further acknowledges that the Products have not been tested or validated for any particular use or purpose or for safety or effectiveness. It is Customer’s responsibility to take any actions necessary for any specific use or applications. IDT Products are not sold (and have not been approved) for use in any clinical, diagnostic, or therapeutic applications. Customer agrees to not use, market, or re-sell “Research Use Only” IDT Products, or allow others to use, market, or re-sell “Research Use Only” IDT Products for unauthorized or unapproved non-research purposes, without satisfying the necessary regulatory obligations. Obtaining any license(s) or other approvals necessary to use IDT Products in proprietary applications or in any non-research (e.g., clinical) applications is the Customer's exclusive responsibility. IDT will not be responsible or liable for any losses, costs, expenses, or any other forms of liability arising out of the unauthorized or unlicensed use of IDT Products. By using any IDT Product for any purpose, Customers and users of IDT Products agree to indemnify and hold IDT harmless for any and all damages and/or liability, however characterized, related to the unauthorized or unlicensed use of IDT Products. Under no circumstances shall IDT be liable for any consequential damages resulting from any use (approved or otherwise) of IDT Products.

12.3.2 GMP Products.

GMP IDT Product manufactured by IDT refers to product manufactured under an ISO 13485:2016 QMS. Unless otherwise agreed to in writing, IDT does not manufacture products in compliance with 21 CFR 210/211 or Q7 pertaining to human or animal drugs, active pharmaceuticals or investigational new drugs; nor does IDT claim compliance to 21 CFR 820 for finished medical devices or in vitro diagnostics. Customer is solely responsible for all decisions regarding the use and purchase of IDT Products manufactured under IDT’s ISO 13485: 2016 certified QMS and their suitability for the field of use, manner and application for which such products are intended. Customer is solely responsible for all decisions regarding these products and any associated legal or regulatory obligations.

12.4 No Resale:

Except as expressly set forth herein, the sale or resale of IDT Products by any person other than IDT is strictly prohibited without the express, written consent of IDT. IDT accepts all orders for and makes all sales of IDT Products subject to the foregoing use restrictions and the Customer's indemnification of IDT. IDT does not sell gene therapy kits and nothing sold by IDT should be construed as a gene therapy kit for clinical applications. Customer may not use, or otherwise permit any person to use any IDT Products for self-administration.

12.5 Unauthorized Uses and Ethical Compliance

By receiving IDT Products and services, Customer agrees to abide by the restrictions regarding ethical use identified below.

  1. Customer may only use IDT Products and services for somatic cell line editing and not for any human germ line cell editing.
  2. Customer may not use IDT Products and services for any research or clinical application that creates or uses human embryos, embryonic stem cells or any material derived from human embryos either created by Customer or provided by a third party.
  3. Customer may not use IDT Products and services for any research that destroys any existing human embryo or uses cells or other materials created as the result of the destruction of a human embryo.
  4. Customer may not use IDT Products and services for any manipulation of human embryos, including, but not limited to, gene editing, or for any storage or maintenance of human embryos.
  5. Customer may not use IDT Products and services for any testing, selection, or other characterization of human embryos outside of a naturally occurring human pregnancy.
  6. Customer may not use IDT Products or services for any aspect of human in vitro fertilization (IVF), whether directly or indirectly involved in the fertilization.
  7. Customer may not use IDT Products or services for any aspect of human cloning, for either reproductive or therapeutic purposes. This includes any aspect of somatic cell nuclear transfer that creates a viable embryo from a human body cell and a human egg cell.

13. Compliance with Applicable Law.

Customer represents and warrants to IDT that it shall perform its obligations under these Terms and Conditions and the activities contemplated hereunder, including any marketing, use, or distribution of IDT Products, in compliance with applicable law, IDT Products’ labeling, inserts, and manuals, and other IDT Product-related information and materials published by IDT or any regulatory authority. Customer shall indemnify and hold IDT from and against all losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) to the extent arising from any breach of the foregoing.

14. International Trade Compliance.

Customer confirms and certifies that: (i) neither it nor any of its directors, officers, shareholders, and ultimate beneficial owners is; and (ii) the IDT Product supplied by IDT will not be provided, directly or indirectly through a third party or a third country, for ultimate end-use by:

  1. Any entity identified on the Entity List, Denied Persons List, or Unverified List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security;
  2. Any party that is identified on the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control;
  3. Any government subject to comprehensive U.S. sanctions (currently: Cuban, Iranian, North Korean, Syrian, and the Venezuelan government);
  4. Any entity owned or controlled by, or person acting on behalf of, any party described in (a)-(c) above;
  5. Any person or entity organized, located or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions (currently: Cuba, Iran, North Korea, Syria and the Crimea region); and
  6. Any person or entity designated or otherwise sanctioned by the United Nations (UN) or the European Union (EU), including any EU Member State, or any person owned or controlled by, or acting on behalf of, any such UN or EU sanctioned party.

14.1 Export Control.

To comply with U.S. export control regulations, Customer understands that the shipment of certain IDT Products outside the U.S. may require an export license under U.S. export control regulations and processing times are largely outside of either Party’s control.

15. Anti Bribery

The Parties represent and warrant that their employees and agents (i) have not and will not offer, nor give, nor accept, gifts, entertainment, payments, loans, or other things of value to/from the other Party’s employees or agents in order to obtain favorable treatment in connection with this Agreement and (ii) will comply with all applicable anti-corruption laws.

15.1 Gratuities.

Customer and IDT, each on behalf of itself and its Representatives, represents and warrants that it (i) has not and will not offer or give to the other, any gifts, entertainment, payments, loans, or other gratuities in order to or that may influence the award of a contract or obtain favorable treatment under this Agreement and (ii) has not and will not use federal funds to influence or attempt to influence any employee of the United States Federal government or a member of Congress in connection with this Agreement.

16. Gene Synthesis Products Terms and Conditions.

These terms and conditions apply to the purchase of any gene synthesis IDT Products.

16.1 General.

All pricing information conveyed by IDT to Customer applies to the exact sequences as ordered. IDT reserves the right to change the pricing of a sequence altered after ordering by the Customer, or if by nature the gene requires additional handling in the form of; specialized growth conditions, vector sub-cloning, special bacterial cell lines, or unique formulations to reagents necessary for bacterial propagation. If IDT is unable to successfully assemble a gene as ordered, Customer may be offered the gene as a “best effort” with a reduced fee, determined at IDT’s discretion. IDT reserves the right to cancel a gene order at any time. All changes to price, vector choice and cancelation will be communicated to Customer.

16.2 Disclaimer on Vector Delivery and Custom Vectors.

IDT cannot guarantee delivery in the Customer's preferred vector, including “custom” vectors. Any gene that cannot be cloned into the preferred vector will be provided in an alternate vector of IDT's selection or as linearized DNA, and any associated sub-cloning fee or vector fee may be removed. Customer shall obtain and abide by any third-party licenses or rights necessary to use the vector and agrees to indemnify, defend, and hold harmless IDT from any third party claims related to the vector or its use by IDT.

16.3 QC Sequencing.

IDT will attempt full coverage of both strands of the gene by standard Next Generation Sequencing. If by nature of the gene construct IDT is unable to get full sequencing coverage, Customer shall accept incomplete coverage and shall still pay for the full price of the gene.

16.4 Yield.

Delivered yield of the Gene Synthesis IDT Product is approximate.

16.5 Turnaround Time.

All turn-around time (TAT) statements provided in a quotation offer, order or otherwise are estimations of expected turn-time and are not binding on IDT. Turn-around time estimates are for information purposes only and delays of any kind shall not relieve the customer of obligations to pay the full invoiced price.

16.6 Biosecurity.

IDT screens the sequence of custom vector, gene, gene fragment and Megamer™ ssDNA fragment orders we receive to (1) identify any regulated and other potentially dangerous pathogen sequences, and (2) verify that IDT’s gene customers are legitimate scientists engaged in beneficial research. As a result, IDT reserves the right to refuse to manufacture any requested orders at any time.

17. Aldevron Products.

IDT is an authorized distributor for certain Aldevron products. As such, the terms and conditions here apply to the purchase and use of the following products: sNLS-SpCas9-sNLS Nuclease, GMP sNLS-SpCas9-sNLS Nuclease, SpyFi™ Cas9 Nuclease, GMP SpyFi™ Cas9 Nuclease, Eureca-V™ Nuclease.

18. Returns and cancellations/order changes

Customer shall contact Technical and Customer Support to have any return requests assessed. Subject to approval by IDT, Customer will receive a required RMA # which must accompany all approved returns. Once submitted, any request to cancel or modify an order must be approved by IDT’s Customer Support operations. Requests to cancel may be subject to cancellation fees. Requests to modify IDT Products may result in a change to price and/or lead time for delivery.

19. Third-Party Intellectual Property Licenses and Trademarks

Fluorescent labeled oligonucleotides and modified nucleotides

Alexa Fluor® / Texas Red® / Bodipy® / Rhodamine Red™ and Rhodamine Green™ are provided under an intellectual property license from Life Technologies Corporation. The transfer of this product is contingent on the buyer using the purchased product solely in research conducted by the buyer in conjunction with Integrated DNA Technologies, Inc.’s custom oligonucleotides, excluding contract research or any fee for service research, and the buyer must not sell or otherwise transfer this product or its components for (a) therapeutic, diagnostic, or prophylactic purposes; (b) testing, analysis or screening services, or information in return for compensation on a per-test basis; or (c) resale (including incorporation in another product for resale), whether or not resold for use in research. For information on purchasing a license to this product for purposes other than research, contact Life Technologies Corporation, Cell Analysis Business Unit, Business Development, 29851 Willow Creek Road, Eugene, OR 97402, USA, Tel: (541) 465-8300. Fax: (541) 335-0354.

Black Hole Quencher®, BHQ®-1, and BHQ®-2 are trademarks of Biosearch Technologies, Inc. (BTI), and all BHQ products are licensed and sold under agreement with BTI. These products are sold exclusively for research and development use by the purchaser. They may not be used for any human or veterinary clinical or diagnostic purposes without express permission from BTI and they may not be re-sold, distributed, re-labeled or re-packaged.

Cy® Dyes. Cy® and CyDye® are registered trademarks of Cytiva.

IRDye 800 CW® is sold for research use only. Not for use in diagnostic, therapeutic or in human in vivo applications. Not for commercial use. Other uses require a license from Li-Cor, Inc. under patents and patents pending in particular US Patent No. 6,995,274.

LightCycler® is sold under license from Roche Diagnostics GmbH.

TYE™ Dyes are sold under license from Thermo Fisher Scientific (Milwaukee) LLC.

Well-Red® Dyes: IDT manufactured oligonucleotides incorporating Well-Red® Dyes are made and sold under license from Beckman Coulter Inc., (BCI) for use exclusively with BCI instruments or BCI-approved instruments. All other uses are prohibited unless specifically and separately authorized by BCI.

Yakima Yellow®, Super G®, and Super T® are registered trademarks of Elitech Group and the respective modifications are sold under a licensing agreement with Elitech Group for use in any application, including without limitation, all commercial and diagnostic applications. Use of this product is covered by one or more of the following patents: U.S. 6,972,339; U.S. 7,112,684; U.S. 7,601,851; U.S. 8,569,516; U.S. 7,541,454; U.S. 7,671,218; U.S. 7,767,834; U.S. 8,008,522; U.S. 8,389,745; U.S. 8,163,910; JP 5,214,967.

Gene knockdown

Chimeric Antisense Oligos In addition to the exclusive license under the University of Iowa Research Foundation patents, IDT is the sole oligonucleotide supplier licensed under several patents owned or presently controlled by ISIS Pharmaceuticals, Inc. to manufacture and sell Chimeric Antisense Oligonucleotides to universities and other non-profit institutions for research purposes. Certain design, sequence, scale and use restrictions may apply. IDT reserves the unlimited right to refuse any order for Chimeric Antisense Oligos.

siRNA This product is licensed under European Patents 1144623, 121945 and foreign equivalents from Alnylam Pharmaceuticals, Inc., Cambridge, USA and is provided only for use in academic and commercial research whose purpose is to elucidate gene function, including research to validate potential gene products and pathways for drug discovery and development and to screen non-siRNA based compounds (but excluding the evaluation or characterization of this product as the potential basis for a siRNA based drug) and not for any other commercial purposes. Information about licenses for commercial use (including discovery and development of siRNA-based drugs) is available from Alnylam Pharmaceuticals, Inc., 300 Third Street, Cambridge MA 02142, USA.

DsiRNA Duplexes IDT is exclusively licensed under patents owned by the City of Hope and IDT to make and sell DsiRNA Duplex products for use in research and development. Use of DsiRNA Duplex products or technology in humans or for human or veterinary diagnostic, prophylactic or therapeutic purposes requires a separate license from City of Hope Medical Center.

UNA is the subject of patents owned by Arcturus Therapeutics Inc., and, other than the limited-use reagent for research use only rights set forth no right under any other patent is granted by the purchase of this product, whether expressly, by implication or by estoppel; The product is not licensed, and the purchaser may not use the product for manufacture, use or sale of RNA therapeutics; Should the purchaser wish to commercialize or distribute a therapeutic product containing or incorporating UNA, the purchaser is responsible for obtaining the necessary license from Arcturus Therapeutics Inc.

CRISPR genome editing
Broad, MIT, and Harvard Limited License

Cas9 products

This product is provided under a "Limited License" that is granted by Broad, MIT and Harvard (“Licensor”) and Integrated DNA Technologies, Inc. (“IDT”) to the final purchaser of the product (a "Limited Licensee") conveying to such Limited Licensee the nontransferable right to use the product purchased from IDT 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 product (including without limitation any material that contains the product in whole or part) or any related materials, which includes any progeny, modification, or derivative thereof, or any cell or animal modified through the use of this product, or any progeny, modification or derivative of such cell or animal (“Related Material), to any other person or entity, or use the product to perform services for the benefit of any other person or entity, (ii) the Limited Licensee shall use only the purchased amount of the product and components of the product, and shall use any Related Material for its internal research use and expressly excluding (a) any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use, (b) any human germline modification, including modifying the DNA of human embryos or human reproductive cells, (c) any in vivo veterinary or livestock use, (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, (e) any agricultural use, including but not limited to the use or application in the cultivation, growth, manufacture, exportation, or production any tobacco product, or (f) any use or application relating to the stimulation of biased inheritance of particular genes or traits in a population of plants or animals (e.g., gene drive). (“Field”), (iii) the Limited Licensee 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) Broad, MIT Harvard and IDT shall provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning the Patent Rights, or any products or 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) Broad, MIT, Harvard and IDT shall expressly disclaim any warranty regarding results obtained through the use of the product, including without limitation any claim of inaccurate, invalid or incomplete results, (vi) Broad, MIT, Harvard and IDT, as well as 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 Licensor and IDT against any liability, damage, loss, or expense (including without limitation reasonable attorneys' fees and expenses) incurred by or imposed upon any of the Licensor or IDT 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 product and its use may be the subject of one or more issued patents and/or pending patent applications owned by Broad, MIT, Harvard, or IDT 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.

Cpf1 products

This product is provided under a "Limited License" that is granted by Broad, MIT and Harvard (“Licensor”) and Integrated DNA Technologies, Inc. (“IDT”) (collectively, “Institutions”) to the final purchaser of the product (a "Limited Licensee") conveying to such Limited Licensee the nontransferable right to use the product purchased from IDT 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 Products (including without limitation any material that contains a Product in whole or part) to any other person or entity, or use Products to perform services for the benefit of any other person or entity, (ii) the Limited Licensee 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 and not for any Commercial Purposes, (iii) 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, (iv) Institutions 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, (v) 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, (vi) 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, (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, 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, 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 (viii) the Product and its use 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 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.

Caribou Biosciences Limited License

LIMITED USE LABEL LICENSE: RESEARCH USE ONLY
Notice to purchaser: This Product is purchased under a “Limited Use Label License” and is granted by Integrated DNA Technologies, Inc. (“IDT”) to the final purchaser (“Purchaser”) of the Product conveying to such Purchaser the non-transferable right to use the Product purchased from IDT solely for research purposes conducted by the Purchaser in accordance with all of the following requirements:

  1. The Purchaser shall not (a) sell or otherwise transfer the Product or its components or any material that contains the product or its components or any related materials, including but not limited to any progeny, modification or derivative thereof, or any cell or animal modified through the use of the Product, or any progeny, modification or derivative of such cell or animal (collectively, “Related Materials”) to any other person or entity, or (b) use the Product and/or Related Material to perform services for the benefit of any other person or entity.
  2. The Purchaser shall only use the Product and/or Related Materials for its research use, such use specifically excluding (a) any activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture, (b) in preclinical or clinical testing or other activity directed toward the submission of data to the U.S. Food and Drug Administration, or any other regulatory agency in any country or jurisdiction where the active agent in such studies comprises the Product and/or any Related Materials, (c) for high throughput screening drug discovery purposes (i.e., the screening of more than 10,000 experiments per day), (d) in scale-up production activities for commercialization, (e) in or as a human or animal therapeutic or diagnostic product, or product candidate, (f) in a medical application where a result is transmitted to a patient and/or caregiver for clinical decisions, (g) for editing the genomes of human embryos, and/or (h) to develop, breed, or raise rats for any purpose.
  3. The Purchaser shall use the Product and any Related Materials in accordance with all applicable laws and regulations.

For information on obtaining additional rights, including commercial rights, please contact licensing@cariboubio.com or Caribou Biosciences, Inc., 2929 7th Street, Suite 105, Berkeley, CA 94710 USA, Attn: Licensing.

Sigma-Aldrich CRISPR Use License Agreement

This Product and its use are the subject of one or more of the following patents and applications controlled by Sigma-Aldrich Co. LLC (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, re-examinations, and extensions thereof: Australia Patent Nos. 2013355214; 2017204031; and 2018229489; Canada Patent Nos. 2,891,347 and 2,977,152; China Patent No. CN105142669; European Patent Nos. EP 2 928 496 B1; EP 3 138 910 B1, 3 138 911 B1, EP 3 138 912 B1, EP 3 360 964 B1, EP 3 363 902 B1; Israel Patent No. IL238856; Singapore Patent No. 11201503824S; South Korea Patent Nos. 10-1844123 and 10-2006880; U.S. Patent Nos. 10,731,181 and 10,745,716; and U.S. Patent Application Serial Nos. 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. If you do not agree to use this Product pursuant to the terms and conditions set out in this License Agreement, please contact Takara within ten (10) days of receipt to return the unused and unopened Product for a full refund; provided, however, that custom-made Products may not be returned for a refund.

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. Buyer further agrees to the following: (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.

2. For purposes of Section 1 above, the following definitions shall apply: “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 prohibit the following uses: (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.

3. 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 +1 800-325-3010.

Aldevron Licensed Products

Eureca-V™ Nuclease.
Limited Use Label License:
Research-Grade Licensed Product and GMP-Grade Licensed Product

This Limited Use Label License (“LULL”) applies to all research-grade product (the “Research-Grade Licensed Product”) and/or GMP-grade product (the “GMP-Grade Licensed Product”) sold to you by IDT under an agreement with Aldevron under license from Inscripta, Inc. (“Inscripta”). By purchasing or using any Research-Grade Licensed Product or GMP-Grade Licensed Product (each, a “Licensed Product”), you hereby agree to use the Licensed Products solely in accordance with the terms and conditions of this LULL.

Notwithstanding the foregoing, in the event of a conflict between the terms of this LULL and the terms of any pre-existing agreement entered into between Inscripta and you prior to the effective date of this LULL regarding your access to and use of the Licensed Product (i.e., the scope of your license to use the Licensed Product) (a “Pre-Existing Agreement”), the terms of the Pre-Existing Agreement shall prevail. In addition, in the event of a conflict between the terms of this LULL and the terms of any subsequent agreement entered into between Inscripta and you after the effective date of this LULL regarding your access to and use of the Licensed Product (a “Future Agreement”), the terms of the Future Agreement shall prevail.

BEFORE PLACING AN ORDER OR USING ANY LICENSED PRODUCTS, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LULL. YOUR PURCHASE OR YOUR USE OF THE LICENSED PRODUCTS SHALL CONSTITUTE YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE APPLICABLE IN RESPECT OF (i) RESEARCH-GRADE LICENSED PRODUCT AS OF THE FIRST DATE ON WHICH YOU PURCHASE OR USE RESEARCH-GRADE LICENSED PRODUCT, AND (ii) GMP-GRADE LICENSED PRODUCT AS OF THE FIRST DATE ON WHICH YOU PURCHASE OR USE GMP-GRADE LICENSED PRODUCT.

  1. Subject to the terms and conditions of this LULL:

    a. The purchase of Research-Grade Licensed Products from IDT provides you with a limited, non-exclusive, non-transferable, non-sublicensable right to use such Research- Grade Licensed Products, and any Enabled Products created through the use of such Research-Grade Licensed Products, solely for Research Use; and

    b. The purchase of GMP-Grade Licensed Product from IDT provides you with a limited, non-exclusive, non-transferable, non-sublicensable right to use such GMP-Grade Licensed Products, and any Enabled Products created through the use of such GMP-Grade Licensed Products, solely for Research Use and Development Use.

  2. You may not, under any circumstances:

    3. a. Use any Research-Grade Licensed Products or Enabled Products created through the use of such Research-Grade Licensed Products for Development Use; or

    b. Use any Licensed Product or Enabled Products for any Excluded Uses.

  3. If you are interested in obtaining the right to use the Licensed Product or Enabled Products for any Commercial Use or development activities not expressly permitted under this LULL, or if you have questions regarding the same, please contact Inscripta at legal@inscripta.com.
  4. You may use only the amount of the Licensed Products purchased from IDT, and you may not manufacture any further quantities of Licensed Products, whether for internal or other use.
  5. You may not sell or otherwise transfer any Licensed Products or Enabled Products (including any materials that contain a Licensed Product or an Enabled Product, in whole or part) to any other person or entity, or use any Licensed Products or Enabled Products to perform services for the benefit of any other person or entity; provided, however, that (a) the Licensed Products and/or Enabled Products (including any materials that contain a Licensed Product or Enabled Product, in whole or part) may be transferred by you to a service provider to perform services consistent with this LULL solely on your behalf and (b) solely in the case of academic and non-profit institutions, Enabled Products (including any materials that contain an Enabled Product, in whole or in part) may be transferred to a research collaborator without the payment of any remuneration for such transfer; and, provided further, that in each case (a) and (b) above, such transferee (a “Permitted Transferee”) has agreed in writing to use such transferred materials only for such permitted purpose and in compliance with this LULL and to not further transfer any Licensed Product or Enabled Product to any third party.
  6. You will, and will cause your Permitted Transferees to, use the Licensed Products and Enabled Products in compliance, at all times, with all applicable laws, rules and regulations, including but not limited to applicable human health and animal welfare laws and regulations.
  7. Except for the limited rights expressly granted under this LULL with respect to each of Research- Grade Licensed Product and GMP-Grade Licensed Product, as applicable, no other rights are transferred or granted to you. The Licensed Product and its use are the subject of one or more Patent Rights owned by Inscripta and the purchase of the Licensed Product does not convey a license to you under any claims in the foregoing Patent Rights directed to the Licensed Product or the use, development or commercialization thereof, except as expressly set forth in this LULL.
  8. You will indemnify, defend and hold harmless each of IDT, Inscripta and Aldevron, their respective affiliates, and their respective directors, officers, employees, agents, successors and assigns from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses) arising out of or related to the exercise of any rights granted to you under this LULL or any breach of this LULL by you or your Permitted Transferees; provided, that to the extent the foregoing is not permitted by law, you agree that you, and not IDT, Aldevron or Inscripta, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights granted to you under this LULL or any breach of this LULL by you or your Permitted Transferees.
  9. THE LICENSED PRODUCT IS SUPPLIED "AS IS". IDT, ALDEVRON AND INSCRIPTA DO NOT PROVIDE ANY WARRANTIES OF ANY KIND TO YOU, WHETHER STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE LICENSED PRODUCTS, ENABLED PRODUCTS OR PATENT RIGHTS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF QUALITY, CONDITION, DESCRIPTION, MERCHANTABILITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THE ABSENCE OF LATENT OR OTHER DEFECTS, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. IN ADDITION, IDT, ALDEVRON AND INSCRIPTA EACH HEREBY EXPRESSLY DISCLAIM ANY WARRANTY REGARDING RESULTS OBTAINED THROUGH THE USE OF THE LICENSED PRODUCTS OR ENABLED PRODUCTS, INCLUDING WITHOUT LIMITATION ANY CLAIM OF INACCURATE, INVALID OR INCOMPLETE RESULTS.
  10. IDT, ALDEVRON, INSCRIPTA, AND THEIR RESPECTIVE AFFILIATES SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY, INCLUDING WITHOUT LIMTIATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF USE, ARISING OUT OF OR IN CONNECTION WITH THIS LULL OR YOUR USE OF THE LICENSED PRODUCTS OR ENABLED PRODUCTS, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL THEORY, AND WHETHER OR NOT IDT, ALDEVRON, INSCRIPTA, OR THEIR RESPECTIVE AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.
  11. This LULL and your right to use the Licensed Products and Enabled Products hereunder shall terminate immediately if you or your Permitted Transferees fail to comply with the terms and conditions of this LULL.
  12. If Aldevron’s license with Inscripta for the Licensed Products is terminated, and, at the time such license is terminated you are in compliance with the terms and conditions of this LULL, then Inscripta shall automatically become the direct licensor of the Licensed Products in substitution of Aldevron under this LULL.
  13. Upon any termination of this LULL, you shall, and shall cause all of your Permitted Transferees to, destroy all Licensed Products, all Enabled Products, and all components and derivatives thereof in your (or your Permitted Transferees’) custody or control, and you shall immediately notify IDT, Aldevron and Inscripta of such destruction in writing.
  14. Inscripta is a third party beneficiary of this LULL, is entitled to the rights and benefits of IDT or Aldevron hereunder, and may enforce the provisions of this LULL against you directly as if it were a party hereto. In addition, you consent to IDT’s disclosure of your name and purchase of the Licensed Product to Aldevron and Inscripta for purposes of monitoring compliance with the terms and conditions of this LULL.

    15. The following definitions apply to this LULL:

    “Commercial Use” means (a) the offer for sale, sale, resale, transfer or distribution of all or any part of the Licensed Product or Enabled Products (whether or not limited for use in research), other than to a Permitted Transferee, (b) the use of the Licensed Product or Enabled Products for manufacturing or production purposes, (c) the use of the Licensed Product or Enabled Products for commercialization purposes (including, by way of non-limiting example, the filing of an application for regulatory approval, any activities necessary to maintain a regulatory approval, the seeking of any pricing approval or any other use of the Licensed Product or Enabled Products in the commercialization of any commercial human, microbial, mammalian, veterinary or agricultural application), (d) the performance or provision of any processes or services for any Person, or (e) any other use, disposition or Exploitation of the Licensed Product or Enabled Products for monetary or other consideration. “Development Use” means the use of the GMP-Grade Licensed Product or Enabled Products in clinical activities for the development of therapeutic, prophylactic or diagnostic applications for human or veterinary uses that are necessary to seek any regulatory approval of a therapeutic, prophylactic or diagnostic application (excluding, for clarity, the filing of an application for regulatory approval or other approvals required for Commercial Use). By way of non-limiting example, Development Use includes clinical studies, efficacy studies, formulation development and optimization, and regulatory affairs and manufacturing activities in support of the foregoing. Development Use expressly excludes Research Use and the Excluded Uses (including without limitation all Commercial Use).

    “Enabled Products” means (a) any Progeny, Modifications and Unmodified Derivatives, (b) any modified biological materials, cells or organisms created by you or the Permitted Transferees through the use of the Licensed Product or any Progeny, Modifications and Unmodified Derivatives, and (c) any molecules generated by you or the Permitted Transferees through the use of any of the modified biological materials, cells or organisms in the foregoing clause (b). For purposes of this LULL, “Progeny, Modifications and Unmodified Derivatives” means any unmodified descendant form of the Licensed Product created by you or the Permitted Transferees, any modifications of the Licensed Product generated by you or the Permitted Transferees, and any substances created by you or the Permitted Transferees which constitute an unmodified functional subunit of the Licensed Product or product expressed by the Licensed Product.
    “Excluded Uses” means (a) any Commercial Use, (b) any human germline modification, including without limitation modifying the DNA of human embryos, or (c) any use in a manner that is prohibited by applicable laws, rules and regulations.
    “Patent Rights” means (a) any patents and patent applications listed on Appendix A hereto, (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions thereof, and (c) any foreign or international equivalents of any of the foregoing.
    “Research Use” means (a) use of the Research-Grade Licensed Product or Enabled Products in internal research for all applications, and (b) the use of the Research-Grade Licensed Product or Enabled Products in pre-clinical activities for the development of therapeutic, prophylactic or diagnostic applications for human or veterinary uses (e.g., toxicology and tolerability, biodistribution and translational studies) as necessary to advance such therapeutic, prophylactic or diagnostic applications through the pre-clinical development process but expressly excluding any use in humans or animals. Research Use expressly excludes Development Use and the Excluded Uses (including without limitation all Commercial Use). For the avoidance of doubt, beyond internal research under subsection (a), Research Use does not include the right to use a Licensed Product or any Enabled Products for any activities other than those activities expressly permitted under subsection (b) above.

    Appendix A Patent Rights for Aldevron Licensed Products

    Application No.TitlePatent No.
    15/632,001NUCLEIC ACID-GUIDED NUCLEASES9,982,279
    15/896,444NUCLEIC ACID-GUIDED NUCLEASES10,337,028
    16/421,783NUCLEIC ACID-GUIDED NUCLEASES
    17/588,256 NUCLEIC ACID-GUIDED NUCLEASES
    2018289077NUCLEIC ACID-GUIDED NUCLEASES
    3.067 951NUCLEIC ACID-GUIDED NUCLEASES
    2018800547325NUCLEIC ACID-GUIDED NUCLEASES
    EP18821213NUCLEIC ACID-GUIDED NUCLEASES
    62020008217.5NUCLEIC ACID-GUIDED NUCLEASES
    271342NUCLEIC ACID-GUIDED NUCLEASES
    2019-571011NUCLEIC ACID-GUIDED NUCLEASES
    l 0-2020-7002319NUCLEIC ACID-GUIDED NUCLEASES
    Mx/a/2019/015047NUCLEIC ACID-GUIDED NUCLEASES
    760730NUCLEIC ACID-GUIDED NUCLEASES
    2020102451NUCLEIC ACID-GUIDED NUCLEASES
    211678800.0NUCLEIC ACID-GUIDED NUCLEASES

    Products for use on Ultima Genomics, Inc systems

    xGen™ Indexing Primers for Ultima, xGen™ PCR-Free Adapters for Ultima, xGen™ Universal Blockers for Ultima, xGen™ HybCap Adapters for Ultima, xGen™ HybCap Lib Amp Primer Mix for Ultima product lines (hereinafter the “Products”) are provided subject to a limited use license from Ultima Genomics, Inc. By purchasing or using the aforementioned Products you agree, as a condition of purchase of Products, that you shall only use the Products for research use and solely with Ultima Genomics, Inc.’s systems, (including sequencers, amplification stations, servers, and accessories associated therewith) in accordance with Product documentation, and you shall not, directly or indirectly: (i) modify or reverse engineer any Product or its components, (ii) transfer, resell, donate, or loan any Product or its components, modifications, or derivatives thereof, to any third-party, or (iii) repackage, relabel, rebrand, refurbish or remanufacture any Product.

    Products for use on Element Biosciences, Inc. systems

    xGen™ Stubby Adapter-UDI Primers Element, xGen™ Universal Blockers for Element, and xGen™ Library Amp Primer Mix for Element product lines (hereinafter the “Element Products”) are provided under an intellectual property license from Element Biosciences, Inc. The transfer of Element Products is conditioned on the buyer using the purchased Element Products solely in research conducted by the buyer and the buyer must not (1) use Element Products or its components for (a) diagnostic, therapeutic or prophylactic purposes; or (b) manufacturing or quality assurance or quality control, and/or (2) sell or transfer Element Products or its components for resale, whether or not resold for use in research.

    Other disclaimers

    Click-chemistry enabled, modified oligos are manufactured and sold under license from Baseclick GmbH, using Base-click's proprietary Click Chemistry. All such modified products are sold by IDT for the end-user's internal research purposes only. See www.baseclick.org for further details.

    Dithiol modified oligos, are protected by patents owned by FRIZ Biochem Gesellschaft für Bioanalytik mbH and may be used for research purposes only.

    RNaseAlert® compositions and methods are protected under U.S. Patent No. 6,773,885 and other pending IDT patent(s). RNaseAlert is a registered trademark of Ambion, Inc.

    TruSeq® and Nextera® are registered trademarks of Illumina, Inc., used with permission. All rights reserved.

    Trademarks

    IDT trademarks

    Alt-R, DECODED, DNaseAlert, eBlocks, Express DLP, gBlocks, Genomics Advocate, HOTplates, I-Linker, Iowa Black, LabLinker, Lockdown, Lotus, MAX, Megamer, Mini Gene, Oligo Analyzer, OligoCard, PrimerQuest, PrimeTime, Rapid HPLC, ReadyMade, rhAmp, rhAmpSeq, RxnReady, SameDay, SciTools, StarFire, TAO, TEX 613, TruGrade, TYE, Ultramer, xGen, Your Advocate for the Genomics Age, ZEN

    Other trademarks

    SYBR® Green and RNaseAlert® are registered trademarks of Life Technologies, Inc.

    TaqMan® is a registered trademark of Roche Molecular Systems that is licensed exclusively to Applied Biosystems Inc. for use in certain non-diagnostics field.

    Uni-Link™ is a trademark of Clontech Laboratories, Inc.