With the purchase and/or use of the purchased amount of any of the cap analogs: ExploCap, AvantCap AG, AvantCap Q1, AvantCap Q2 (the “Product”), Buyer acknowledges and accepts these terms and conditions for use (“Research License”) between the Buyer and ExPLoRNA Therapeutics Sp. z o. o., Żwirki i Wigury 93 lok. 2157, 02-089 Warsaw, Poland (“ExPLoRNA”).
- The purchase of the Product grants Buyer the non-exclusive, non-transferable, non-sublicensable right to use the Product created by and distributed by ExPLoRNA and/or its distributor solely for research conducted by or on behalf of such Buyer in accordance with all of the following requirements.
- Buyer shall use only the purchased amount of the Products purchased from ExPLoRNA or its distributor.
- Buyer agrees that it will not sell, transfer or use the Product, or any components or derivatives thereof, for any Commercial Purposes, unless and until an explicit license is obtained for such Commercial Purposes. In this context, the term “Commercial Purposes” shall mean any and all uses of the Products, components, or derivatives thereof, for monetary or other consideration, including but not limited to
- Licensing, selling, distributing, or otherwise providing or transferring the Product, components, or derivations thereof to any third party, whether or not such transfer is limited for use in research (insofar as this is not permitted in accordance with section 5); or
- Manufacture of a commercial product including derivatives produced using the Product; or
- Provision of commercial services to a third party, including but not limited to delivery of research results from use of the Product; or
- Use as treatment, diagnostic, or prophylactic of a human or animal; or
- Filing of a patent application that contains claims directed to the Products or uses thereof in any country.
- Buyer will use the Product in compliance with all applicable laws and regulations, including applicable human health and animal welfare laws and regulations.
- Buyer shall be permitted to provide the Product to a contractor engaged by Buyer, who utilizes the Product for the sole benefit of Buyer, provided however that a legal agreement is in place and in force between Buyer and the contractor, (i) whose terms are consistent with and as stringent as the terms of this Research License and (ii) which provides that the ownership of the Product is not transferred to the contractor and (iii) which ensures that Buyer can require the return of the Product at any time.
- The Product and its use may be covered by one or more patents or pending patent applications. Notwithstanding the provisions in this Research License, the purchase or transfer of the Product is not intended, either expressly or by implication, to grant any other right or license to practice under the foregoing patents. Buyer is advised to contact ExPLoRNA for information regarding a license to practice under such patents. Any data generated by Buyer using the Product, are owned by Buyer, subject to the use restrictions set forth herein.
- The Product is supplied “as is” with no warranties of any kind, express or implied, including any warranty of merchantability, title, non-infringement or fitness for a particular purpose or that the product is free from any third-party claims.
- In no event shall ExPLoRNA or its affiliates, directors, officers or employees or their respective representatives be liable to Buyer or its affiliates, whether based in contract, tort, warranty or any other legal or equitable grounds, for any loss of income, profit or savings or cost of capital of Buyer or its affiliates, for any direct, indirect, incidental or consequential damages resulting from or relating to the Product or Buyer’s use thereof.
- Buyer will indemnify, defend and hold harmless ExPLoRNA and its affiliates, directors, officers, employees and agents against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses) incurred by or imposed upon them by the use of the Product.
- The terms of this Research License shall commence on the day the Product is received and continue in perpetuity unless otherwise specified in a written agreement between the Parties regarding the Products. ExPLoRNA may terminate this Research License with immediate effect by providing notice to Buyer at any time, should Buyer breach any provisions of this Research License. Upon termination of the Research License, for any reason, the Product, or any components or derivatives thereof must be destroyed and notification of such destruction provided to ExPLoRNA, unless otherwise specified in a separate written license agreement between the Parties.
- This Research License sets forth the complete and entire agreement of the Parties with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings between the Parties. No subsequent amendment or addition to this Research License 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 Buyer.
- This Research License is subject to German law.
