Transgenomic Limited Use License

IMPORTANT – READ CAREFULLY BEFORE PURCHASING OR USING ANY PRODUCT SUPPLIED DIRECTLY OR INDIRECTLY BY TRANSGENOMIC, INC. OR ANY OF ITS AFFILIATES (INCLUDING ANY OF ITS SUBSIDIARIES) (“TRANSGENOMIC”).  THE PRODUCT MUST NOT BE USED BY THE PURCHASER OF THE PRODUCT (THE “BUYER”) IF THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LICENSE ARE NOT AGREED TO.

LIMITED USE LICENCE

This product and its use are protected by Intellectual Property Rights owned or controlled by Transgenomic.  Purchase of the product conveys to Buyer only a limited, non-transferable licence to use the product solely for internal, research purposes conducted by Buyer. This license specifically excludes any Non-Licensed Use.  Buyer acknowledges that Transgenomic is not obliged to transfer any additional know-how or technology to Buyer or to provide Buyer with any consulting services to implement or use the product.

The Buyer may transfer (but not resell) the product and/or information or materials made through the Buyer’s use of the product to a scientific collaborator or otherwise if such transfer is genuinely required for Buyer to use the product for internal research use, and such transfer is not for any Non-Licensed Use, and provided that such collaborator/recipient agrees in writing (a) not to transfer the product or any such materials to any third party, and (b) to use such transferred information and materials solely for the internal research purposes of Buyer and not for any Non-Licensed Use.  Except as expressly permitted, the Buyer must not sell or otherwise transfer: (a) the product, (b) its components and/or derivatives, or (c) materials made using or incorporating the product, to a third party.

For information on purchasing a licence to the product for purposes other than internal, research use, contact Transgenomic at info@Transgenomic.com.

Transgenomic is entitled to terminate this Limited Use Licence with immediate effect if the Buyer breaches any of its terms, in which event Buyer must immediately destroy the product(s) subject to such breach and all information or materials made through the Buyer’s use of such product(s). The following disclaimer of warranties and indemnification from Buyer will survive any termination of this Limited Use License.

UNLESS EXPRESSLY SET FORTH IN A SEPARATE AGREEMENT BETWEEN TRANSGENOMIC AND BUYER FOR THE SALE AND PURCHASE OF THE PRODUCT, TRANSGENOMIC MAKES NO WARRANTIES OF ANY KIND WITH THE PRODUCT AND ANY INTELLECTUAL PROPERTY RIGHTS, ALL OF WHICH ARE PROVIDED AND LICENSED “AS IS”, “WITH ALL FAULTS”, AND WITH NO WARRANTY EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY WITHOUT ANY WARRANTY OF MERCHANTABILITY, ACCURACY, SUFFICIENCY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  TRANSGENOMIC ASSUMES NO RESPONSIBILITY WHATSOEVER (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE) WITH RESPECT TO THE USE BY THE BUYER OF THE PRODUCT OR ANY INTELLECTUAL PROPERTY RIGHTS OF TRANSGENOMIC OR ANY THIRD PARTY.  UNLESS EXPRESSLY SET FORTH IN A SEPARATE AGREEMENT BETWEEN TRANSGENOMIC AND BUYER FOR THE SALE AND PURCHASE OF THE PRODUCT, BUYER SHALL INDEMNIFY AND HOLD TRANSGENOMIC HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, EXPENSES AND OTHER LIABILITIES WITH RESPECT TO THE PRODUCT AND THE USE THEREOF BY BUYER.

In this Limited Use Licence:

Intellectual Property Rights” means and includes patent rights, copyrights, trademark and service mark rights, trade secret rights and rights in know-how and proprietary information, and other proprietary rights and  intellectual property rights of any kind or nature anywhere in the world.

Non-Licensed Use” means: (a) use of the product in manufacturing; (b) inclusion of the product as part of another product; (c) use of the product in connection with the provision of any service for compensation, including research services for third parties; (d) use of the product for ex vivo or in vivo therapeutic, diagnostics, forensic, prophylactic or other unauthorised commercial purpose; (e) use of the product in foods, drugs, devices or cosmetics of any kind, or for consumption by or use in connection with or administration or application to humans or animals; (f) resale, lease, license, or distribution of the product, or any components or derivatives thereof, whether or not for research use; (g) any modification of the product, and (h) any other use of the product other than internal research use.

If the Buyer does not agree with these terms, the Buyer can return the product at its own cost to the party that supplied to the product to the Buyer and receive a full refund (excluding shipping, tax and handling fees).