LentiArray™ CRISPR Positive Control Lentivirus, human HPRT

“Notice to Purchaser:
TERMS OF USE
BEFORE PLACING AN ORDER OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH BELOW. YOUR PURCHASE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

Certain commercial entities and/or activities performed at commercial entities may require additional contract rights from ERS Genomics Limited which are not granted through the purchase
of this product. For additional information please see www.ersgenomics.com/research-products.php

The purchaser 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 purchaser 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, including but not limited to:
(1) Sale, whether or not such sale is limited for use in research;
(2) Provision of a service to a third party;
(3) Use in any diagnostic, preventative, or therapeutic application;
(4) Use in any veterinary, livestock or agricultural application;
(5) Use in later stage development of therapeutics, diagnostics, prophylactics (e.g., hit-to-lead, lead optimization); and
(6) Manufacturing of a product for sale.

Except for the license grant, any and all rights to the Product, Progeny, Modifications or Unmodified Derivatives thereof, shall remain in Thermo Fisher. No ownership rights are
transferred. Data generated by the purchaser using the Product, Progeny, Modifications or Unmodified Derivatives thereof, are owned by the purchaser.

The purchaser shall have no right to grant sub-licenses under this license. The Product, Progeny, Modifications or Unmodified Derivatives thereof, licensed to the purchaser must at all times
remain in the possession of the purchaser, except for a transfer to a scientific collaborator or to a service provider, to perform services, solely on behalf of the purchaser.”

Title: Limited Use Label License No: 683 Invitrogen™ CRISPR and Cas Products, The Broad Institute, Inc.

Notice to Purchaser:

TERMS OF USE
BEFORE PLACING AN ORDER OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH BELOW. YOUR PURCHASE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

This product is subject to a license from the Institutions, as defined below. The purchase of this product by purchaser is subject to this limited use label license (“Limited License”) under which purchaser and its affiliates (“Purchaser”) are conveyed a limited nontransferable right to use (i) this product purchased from a Thermo Fisher Scientific group company (“Company”), (ii) any material that includes, uses, is derived from or is developed, identified or made through the use of this product or (iii) any progeny, modifications, improvements, or derivatives of (i) or (ii), (collectively the “Product(s)”), solely for research conducted by Purchaser in accordance with all of the following requirements:
(i) Purchaser shall not sell or otherwise transfer Products (including without limitation any material that contains a Product in whole or in part) to any other person or entity except:

a. as otherwise permitted under license to Purchaser directly from Broad or as otherwise permitted by Broad for non-profit use as provided at https://www.broadinstitute.org/partnerships/office-strategic-alliances-and-partnering/information-about-licensing-crispr-genome-edi; or

b. a transfer to a third party contract organization to the extent such third party contract organization (1) performs services solely for generating only information or data on behalf of Purchaser through the use of the Products and (2) does not otherwise make use of the Institutions’ patent rights in providing such services to Purchaser, except as otherwise permitted under a direct license from Broad;
(ii) Purchaser shall not use Products to perform services for the benefit of any other person or entity;
(iii) Purchaser shall use only the purchased amount of the Products purchased from Company

(iv) Purchaser shall use Products and components of the Products only for its internal research within the Field and not for any Commercial Purpose (Field and Commercial Purpose are defined below). The foregoing Field limitation does not constitute a forfeiture of any right that Purchaser may have to perform research activities in compliance with 35 U.S.C. §271(e)(1) or foreign or international equivalents to such exemption that may apply under applicable law in a given country in which the Products are sold; provided however, that this Limited License does not grant any such right to Purchaser;
(v) Purchaser shall use Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations;
(vi) the Institutions provide no warranties of any kind to Purchaser (statutory or implied) concerning the Institutions’ patent rights or 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;
(vii) 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;
(viii) Institutions and their directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, have no liability to Purchaser, 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;

(ix) Purchaser shall indemnify, defend and hold harmless the lndemnitees and HHMI lndemnitees (defined below) against any liability, damage, loss, or expense (including without limitation reasonable attorneys’ fees and expenses) incurred by or imposed upon any of the lndemnitees or HHMI lndemnitees, as applicable, in connection with any claims, suits, investigations, actions, demand; or judgments arising out of or related to the exercise of any rights granted to the Purchaser under this Limited License or any breach of this Limited License by Purchaser, provided that, to the extent the foregoing is not permitted by law, Purchaser agrees, to the extent permitted by law, that it, and not the lndemnitees or HHMI lndemnitees, as applicable, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights granted to Purchaser under this Limited License or any breach of the Limited License by Purchaser, provided that, to the extent the foregoing is not permitted by law, the Purchaser agrees, to the extent permitted by law, that it, and not the Indemnitees or HHMI Indemnitees, as applicable, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights granted to Purchaser under the Limited License or any breach of the Limited License

by Purchaser; and
(x) the Product and its use may be the subject of one or more issued patents or pending patent applications owned by one or more of the 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.

“Field” means use as a research tool for internal research purposes. Notwithstanding the foregoing, the Field expressly excludes:
(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 the Institutions’ patent rights or a Product for or as a testing service, therapeutic or diagnostic for humans or animals;
(e) 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;
(f) 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
(g) any use or application relating to gene drive.

“Commercial Purpose” 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.

“Institutions” means The Broad Institute, Inc. (“Broad”), Massachusetts Institute of Technology, President and Fellows of Harvard College, University of Iowa Research Foundation, University of Tokyo, Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research, collectively.

“Indemnitees” means the Institutions, their affiliates, and their current and former trustees, directors, officers, faculty, affiliated investigators, students, employees, medical and professional staff and agents and their respective successors, heirs and assigns.

“HHMI Indemnities” means Howard Hughes Medical Institute and its trustees, officers, employees, and agents.

Notice to Purchaser: The purchase of this product conveys to the buyer limited, non-transferable rights under certain CRISPR-Cas technology owned and/or controlled by Toolgen, Inc . and licensed to Life Technologies Corporation, to use this product and components of this product only to perform internal research for the sole benefit of the buyer. The buyer may also use standard molecular biology techniques to make additional copies of any DNA components of this product for purposes of internal research for the sole benefit of the buyer. The buyer cannot sell or otherwise transfer (a) this product and its components (“CRISPR-Cas Product(s)”), or (b) materials, cells, or organisms made this CRISPR-Cas Product (“Derived Material(s)”) to a third party, or otherwise use this CRISPR-Cas Product or Derived Material for any Commercial Purpose or Development Purpose with the sole exception that buyer may transfer this CRISPR-Cas Product or Derived Material to (i) the buyer’s legal affiliates and/or (ii) a scientific collaborator, provided that each such legal affiliate and/or, scientific collaborator agrees in writing (1) not to transfer such CRISPR-Cas Product or Derived Material to any third party, and (2) to use such CRISPR-Cas Product or Derived Material solely for research as set forth in this limited use label license and not for Commercial Purposes or Development Purposes. If this product is subject to multiple limited use label licenses, the terms of the most restrictive limited use label license shall control.

“Commercial Purpose” means any activity for consideration, including but not limited to: (a) any use, directly or indirectly, in manufacturing and/or production, or quality control ; (b) any use to provide a service, information, or data for consideration; (c) any use for therapeutic, diagnostic or prophylactic purposes; or (d) any sale, resale, leasing, or licensing, whether or not for research purposes.

“Development Purpose” means any clinical activity following IND-enabling pre-clinical toxicological studies or equivalents thereof.

For information on obtaining additional rights to CRISPR-Cas technology for any use not permitted herein, please contact outlicensing@thermofisher.com, Licensing and Commercial Supply, Thermo Fisher Scientific, 5823 Newton Drive, Carlsbad, CA, 92008, United States.