GFP Label License

IMPORTANT INSTRUCTIONS – READ CAREFULLY: Unless you are an entity of the United States government, this Label License Agreement (“Agreement”) is the legal agreement between you (hereinafter “Licensee”) and Life Technologies Corporation (“LTC”) (individually, a “Party” or together, the “Parties”), for the use of products containing fluorescent proteins and/or genes covered by patents owned or controlled by LTC (“Products”), which Products are provided to you by LTC’s sub-licensee TriLink BioTechnologies LLC.

1. Use of Products by Licensee. LTC grants to Licensee a non-exclusive, non-transferable right to use only the purchased amount of this Product solely for Licensee’s activities directed to internal use by Licensee solely in applications of Licensee in scientific research.
   
   
2. Title to nucleic acids encoding fluorescent proteins covered by any of the patents listed below shall not transfer to the Licensee. LTC retains all rights not expressly granted herein, and there are no implied licenses granted herein. The Products may be covered by one or more U.S. or ex-U.S. patents. If your entity is a for-profit entity, or a not-for profit entity that is majority-owned by a for-profit entity, you warrant that you have already obtained a GFP license for the Research Field from LTC and/or GE Healthcare.
   
   
3. Excluded Uses. No permission is granted hereunder for Licensee to use the Products in any field(s) other than as designated under Section 1 of this Agreement. Specifically, no permission is granted hereunder for Licensee to use the Products for the purposes of: (i) providing services to third parties; (ii) transferring, selling, disclosing, or otherwise providing access to this Product, or any product, process, method, composition of matter and/or biological material derived therefrom, to any third party (iii) applications which require regulatory approval, including any in vitro diagnostic or therapeutic applications in humans or any in vivo use in humans for any purpose ; (iv) prophylactics; (v) agrochemistry, veterinary applications, and/or consumer product applications (such as flavors, fragrances, and taste enhancers), and/or (vi) use in or with plants (including plant cells). The patents assigned to Stanford University may not be practiced in the field of anti-infectives. Licensee acknowledges that Licensee shall not have the right to authorize any third party to use or sell any Products or derivatives of the Products which contain fluorescent proteins/genes covered by patents owned or controlled by LTC.
   
   
4. Misuse of the Products and Indemnification Terms. To the extent provided by law, Licensee will defend, indemnify and hold harmless LTC, LTC’s affiliates, the Regents of the University of California and Howard Hughes Medical Institute, their managers, directors, officers, employees, sponsors, and agents (collectively the “Indemnified Parties”) against any and all liability, loss, damage, claim or expense, including attorney’s fees, (collectively the “Indemnified Losses”) arising out of or in connection with this Agreement, including, without limitation Indemnified Losses resulting from any use by the Licensee, Licensee’s employees or students of the Products and any products derived therefrom. Licensee will indemnify and hold harmless the Indemnified Parties against any and all Indemnified Losses resulting from, arising out of or relating to: (i) product liability claims of any nature; (ii) claims arising from Licensee’s failure to comply with all governmental regulations relating in any way to use or storage of the Products; (iii) Licensee’s breach of this Agreement; and (iv) claims by a third party that Licensee, Licensee’s employees or students use of the Products infringes or violates any patent copyright, trademark or property rights of such third party. This agreement shall be interpreted and enforced in accordance with the laws of the State of California in the United States.
   
   
5. Licensee agree to indemnify, hold harmless and defend Stanford University and the related Stanford hospitals and clinics and their respective trustees, officers, employees, students and agents against any and all claims for death, illness, personal injury, property damage and improper business practices arising out of the manufacture, use, sale, or other disposition of Stanford Patents or Stanford Licensed Products by Licensee. “Stanford Licensed Product” means any product or process, or part thereof, in the permitted field of use, the manufacture, use or sale of which is covered by a valid claim of an issued, unexpired Stanford Patent and shall be presumed to be valid unless and until it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken; and “Stanford Patent” means those of the patents referred to in Clause 1 above that are owned by Stanford.
   
   
6. DISCLAIMER OF WARRANTY. NEITHER LTC NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTY, EXPRESS, OR IMPLIED WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE PRODUCTS DO NOT INFRINGE ANY PATENT.
   
   
7. Except as expressly set forth in this Agreement, Stanford MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE STANFORD LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.
   
   
8. Term. This Agreement shall commence upon the receipt of the Products and, subject to Section 7, continue as long as the Products are in the possession of the Licensee.
   
   
9. Termination. Either Party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other Party. The rights and obligations under Sections 3, 4, 6, and 7 shall survive any termination, expiration, or completion of this Agreement with respect to information generated and activities and events occurring prior thereto. Upon expiration or any termination of this Agreement, Licensee shall promptly destroy all remaining Products and, if permitted, all Products cloned, replicated or otherwise reproduced.
   
   
10. Entire Agreement and Assignability. This Agreement sets forth the complete and entire agreement of the Parties with respect to Products and supersedes and terminates all prior agreements and understandings between the Parties. No subsequent amendment or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties. This Agreement shall not be assigned or otherwise transferred by Licensee.