T Cell Activation Bioassay (TCRαβ-KO)

NOT FOR MEDICAL DIAGNOSTIC USE. FOR IN VITRO USE ONLY. BY USE OF THIS PRODUCT, RECIPIENT AGREES TO BE BOUND BY THE TERMS OF THIS LIMITED USE STATEMENT. If the recipient is not willing to accept the conditions of this limited use statement, and the product is unused, Promega will accept return of the unused product and provide the recipient with a full refund.

This product may not be further sold or transferred by the recipient and may be used only by the recipient, and then only for (1) research use; (2) discovery, development and monitoring of biologic drugs and vaccines; (3) quality assurance testing of biologic drugs and vaccines; and (4) product release assays for biologic drugs and vaccines. No other commercial use is allowed. “Commercial use” means any and all uses of this product by recipient for monetary or other consideration, including providing a service, information or data to unaffiliated third parties, and resale of this product for any use. Recipient may genetically engineer the cell line using exogenous nucleic acid sequences provided by recipient. Recipient may propagate and store the cells for long-term use. In addition, recipient must use Bio-Glo-NL™ Luciferase Assay System purchased from Promega for all luminescence assays using this product or contact Promega to obtain a license for use of this product with reagents other than Promega’s. PROMEGA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THIS PRODUCT. The terms of this agreement shall be governed under the laws of the State of Wisconsin, USA.

By purchase of this material, Promega Corporation (“Promega”) conveys to purchaser (the “Limited Licensee”) the non-transferable right to use the material purchased from Promega and derivatives made by Limited Licensee solely for research conducted by Limited Licensee in accordance with the following requirements: (i) Limited Licensee shall not sell or otherwise transfer material or derivatives to any other person or entity, or use material or derivatives to perform services for the benefit of any other person or entity, except to transfer the material or derivatives to a Limited Licensee affiliate provided such affiliate agrees to be bound by the terms of this Limited License; (ii) Limited Licensee shall use material and derivatives only for its internal research within the Customer Field, which may include internal research within the Customer Field in connection with product research, and not for any Commercial Purposes; (iii) Limited Licensee shall use material and derivatives 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 Limited Licensee (statutory or implied) concerning the Intellectual Property or material or derivatives, 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 material or derivatives, 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 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) Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to Limited Licensee under this limited license or any breach of limited license by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, Limited Licensee 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 Limited Licensee under this limited license or any breach of this limited license by Limited Licensee; and (viii) material and derivatives and their 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 material does not convey a license under any claims in the foregoing patents or patent applications directed to the material or derivatives or use, production or commercialization thereof, except as expressly set forth in this limited license. Nothing in this limited license shall be construed to confer any rights upon Limited Licensee by implication, estoppel or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this limited license shall be construed to confer upon Limited Licensee or any third party any rights under or to the Intellectual Property outside of the Customer Field.

Commercial Purposes means (a) the practice, performance or provision of any methods, 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.

Customer Field means use as a research tool for research purposes and use for quality control/quality assurance testing and product lot release assays, provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

1. Any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
2. Any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
3. Any in vivo veterinary or livestock use;
4. The development, manufacture (including any bioproduction), distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Intellectual Property or the material or derivatives as a therapeutic or diagnostic for humans or animals;
5. 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 jurisdiction outside the United States;
6. 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
7. Any use or application relating to gene drive.

HHMI Indemnitees means Howard Hughes Medical Institute and its trustees, officers, employees and agents.

Indemnitees means each Institution, 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.

Institutions means each of The Broad Institute, Inc., Massachusetts Institute of Technology, Harvard College, University of Iowa Research Foundation, University of Tokyo, The Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research collectively.

Intellectual Property means (a) any patents and patent applications listed on Appendix A; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application set forth on Appendix A to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on, and only to the extent of, any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Appendix A, Broad IP List

*Broad does not purport to grant any rights in the asterisked applicant's interest in these applications in this Agreement.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LABEL LICENSE. 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 Limited Use Label License, please contact Promega Corporation within ten (10) calendar 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.

Promega is selling this Product under a research use only license from Caribou Biosciences, Inc., under certain patents and patent applications owned or controlled by Caribou. For information on obtaining rights beyond those set forth in this Limited Use Label License please contact licensing@promega.com or Promega Corporation, 2800 Woods Hollow Road, Madison, WI 53711 USA, Attn: Licensing.

The purchase of this Product conveys to you, the Buyer, the NON-TRANSFERABLE right to use this Product solely for Research Use, subject to the conditions set out in this Limited Use Label License. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate license. This Product may not be used for any purpose other than Research Use. Your right to use this Product for Research Use is subject to the following conditions and restrictions:

1. Research Use means any use for internal research purposes, (e.g., for screening, characterization, quality control/quality assurance testing, product lot release assays, and/or toxicology purposes) for the sole benefit of you, the Buyer.
2. Research Use specifically excludes the following:
• Sale or otherwise transfer of this Product, including without limitation any material that contains this Product in whole or part or any progeny, modification or derivative of this Product (collectively, “Related Materials”) to any other third party; and
• Commercial purposes and prohibited activities including use of this Product and Related Materials in (i) any sale, marketing, distribution, disposition, importation or exportation, whether for a fee or any other commercial basis; (ii) any commercial activity including, but not limited to, any use in manufacturing or bioproduction; (iii) 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 this Product; (iv) use in a product for, or for any use in, human or animal therapeutics, diagnostics, or prophylactics; (v) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (vi) modification of the human germline, including editing human embryos or reproductive cells; (vii) stimulation of biased inheritance of a particular gene or trait or set of genes or traits; and/or (viii) use of self-administration.
3. You, the Buyer, shall use this Product and Related Materials in compliance with all applicable laws and regulations.
4. No warranties of any kind are provided to the you, the Buyer (statutory or implied), concerning this Product 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.
5. Your right to use this Product and Related Materials will terminate immediately if you fail to comply with these terms and conditions.

Product cannot be used for proficiency testing.

Licensed from Lonza Cologne GmbH under U.S. Pat. Nos. 7,700,357, 8,192,990 and 8,003,389, European Pat. Nos. 1297119, 1522587, 1607484 and 1741778 and other pending and issued patents.

NOT FOR MEDICAL DIAGNOSTIC USE. FOR IN VITRO USE ONLY. BY USE OF THIS PRODUCT, RECIPIENT AGREES TO BE BOUND BY THE TERMS OF THIS LIMITED USE STATEMENT. If the recipient is not willing to accept the conditions of this limited use statement, and the product is unused, Promega will accept return of the unused product and provide the recipient with a full refund.

This product may not be further sold or transferred by the recipient and may be used only by the recipient, and then only for (1) research use; (2) discovery, development and monitoring of biologic drugs and vaccines; (3) quality assurance testing of biologic drugs and vaccines; and (4) product release assays for biologic drugs and vaccines. No other commercial use is allowed. “Commercial use” means any and all uses of this product by recipient for monetary or other consideration, including providing a service, information or data to unaffiliated third parties, and resale of this product for any use. Recipient may genetically engineer the cell line using exogenous nucleic acid sequences provided by recipient. Recipient may propagate and store the cells for long-term use. In addition, recipient must use Bio-Glo-NL™ Luciferase Assay System purchased from Promega for all luminescence assays using this product or contact Promega to obtain a license for use of this product with reagents other than Promega’s. PROMEGA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THIS PRODUCT. The terms of this agreement shall be governed under the laws of the State of Wisconsin, USA.

By purchase of this material, Promega Corporation (“Promega”) conveys to purchaser (the “Limited Licensee”) the non-transferable right to use the material purchased from Promega and derivatives made by Limited Licensee solely for research conducted by Limited Licensee in accordance with the following requirements: (i) Limited Licensee shall not sell or otherwise transfer material or derivatives to any other person or entity, or use material or derivatives to perform services for the benefit of any other person or entity, except to transfer the material or derivatives to a Limited Licensee affiliate provided such affiliate agrees to be bound by the terms of this Limited License; (ii) Limited Licensee shall use material and derivatives only for its internal research within the Customer Field, which may include internal research within the Customer Field in connection with product research, and not for any Commercial Purposes; (iii) Limited Licensee shall use material and derivatives 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 Limited Licensee (statutory or implied) concerning the Intellectual Property or material or derivatives, 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 material or derivatives, 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 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) Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to Limited Licensee under this limited license or any breach of limited license by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, Limited Licensee 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 Limited Licensee under this limited license or any breach of this limited license by Limited Licensee; and (viii) material and derivatives and their 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 material does not convey a license under any claims in the foregoing patents or patent applications directed to the material or derivatives or use, production or commercialization thereof, except as expressly set forth in this limited license. Nothing in this limited license shall be construed to confer any rights upon Limited Licensee by implication, estoppel or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this limited license shall be construed to confer upon Limited Licensee or any third party any rights under or to the Intellectual Property outside of the Customer Field.

Commercial Purposes means (a) the practice, performance or provision of any methods, 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.

Customer Field means use as a research tool for research purposes and use for quality control/quality assurance testing and product lot release assays, provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

1. Any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
2. Any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
3. Any in vivo veterinary or livestock use;
4. The development, manufacture (including any bioproduction), distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Intellectual Property or the material or derivatives as a therapeutic or diagnostic for humans or animals;
5. 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 jurisdiction outside the United States;
6. 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
7. Any use or application relating to gene drive.

HHMI Indemnitees means Howard Hughes Medical Institute and its trustees, officers, employees and agents.

Indemnitees means each Institution, 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.

Institutions means each of The Broad Institute, Inc., Massachusetts Institute of Technology, Harvard College, University of Iowa Research Foundation, University of Tokyo, The Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research collectively.

Intellectual Property means (a) any patents and patent applications listed on Appendix A; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application set forth on Appendix A to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on, and only to the extent of, any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Appendix A, Broad IP List

*Broad does not purport to grant any rights in the asterisked applicant's interest in these applications in this Agreement.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LABEL LICENSE. 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 Limited Use Label License, please contact Promega Corporation within ten (10) calendar 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.

Promega is selling this Product under a research use only license from Caribou Biosciences, Inc., under certain patents and patent applications owned or controlled by Caribou. For information on obtaining rights beyond those set forth in this Limited Use Label License please contact licensing@promega.com or Promega Corporation, 2800 Woods Hollow Road, Madison, WI 53711 USA, Attn: Licensing.

The purchase of this Product conveys to you, the Buyer, the NON-TRANSFERABLE right to use this Product solely for Research Use, subject to the conditions set out in this Limited Use Label License. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate license. This Product may not be used for any purpose other than Research Use. Your right to use this Product for Research Use is subject to the following conditions and restrictions:

1. Research Use means any use for internal research purposes, (e.g., for screening, characterization, quality control/quality assurance testing, product lot release assays, and/or toxicology purposes) for the sole benefit of you, the Buyer.
2. Research Use specifically excludes the following:
• Sale or otherwise transfer of this Product, including without limitation any material that contains this Product in whole or part or any progeny, modification or derivative of this Product (collectively, “Related Materials”) to any other third party; and
• Commercial purposes and prohibited activities including use of this Product and Related Materials in (i) any sale, marketing, distribution, disposition, importation or exportation, whether for a fee or any other commercial basis; (ii) any commercial activity including, but not limited to, any use in manufacturing or bioproduction; (iii) 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 this Product; (iv) use in a product for, or for any use in, human or animal therapeutics, diagnostics, or prophylactics; (v) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (vi) modification of the human germline, including editing human embryos or reproductive cells; (vii) stimulation of biased inheritance of a particular gene or trait or set of genes or traits; and/or (viii) use of self-administration.
3. You, the Buyer, shall use this Product and Related Materials in compliance with all applicable laws and regulations.
4. No warranties of any kind are provided to the you, the Buyer (statutory or implied), concerning this Product 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.
5. Your right to use this Product and Related Materials will terminate immediately if you fail to comply with these terms and conditions.

Product cannot be used for proficiency testing.

Licensed from Lonza Cologne GmbH under U.S. Pat. Nos. 7,700,357, 8,192,990 and 8,003,389, European Pat. Nos. 1297119, 1522587, 1607484 and 1741778 and other pending and issued patents.

NOT FOR MEDICAL DIAGNOSTIC USE. FOR IN VITRO USE ONLY. BY USE OF THIS PRODUCT, RECIPIENT AGREES TO BE BOUND BY THE TERMS OF THIS LIMITED USE STATEMENT. If the recipient is not willing to accept the conditions of this limited use statement, and the product is unused, Promega will accept return of the unused product and provide the recipient with a full refund.

This product may not be further sold or transferred by the recipient and may be used only by the recipient, and then only for (1) research use; (2) discovery, development and monitoring of biologic drugs and vaccines; (3) quality assurance testing of biologic drugs and vaccines; and (4) product release assays for biologic drugs and vaccines. No other commercial use is allowed. “Commercial use” means any and all uses of this product by recipient for monetary or other consideration, including providing a service, information or data to unaffiliated third parties, and resale of this product for any use. Recipient may genetically engineer the cell line using exogenous nucleic acid sequences provided by recipient. Recipient may propagate and store the cells for long-term use. In addition, recipient must use Bio-Glo-NL™ Luciferase Assay System purchased from Promega for all luminescence assays using this product or contact Promega to obtain a license for use of this product with reagents other than Promega’s. PROMEGA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THIS PRODUCT. The terms of this agreement shall be governed under the laws of the State of Wisconsin, USA.

By purchase of this material, Promega Corporation (“Promega”) conveys to purchaser (the “Limited Licensee”) the non-transferable right to use the material purchased from Promega and derivatives made by Limited Licensee solely for research conducted by Limited Licensee in accordance with the following requirements: (i) Limited Licensee shall not sell or otherwise transfer material or derivatives to any other person or entity, or use material or derivatives to perform services for the benefit of any other person or entity, except to transfer the material or derivatives to a Limited Licensee affiliate provided such affiliate agrees to be bound by the terms of this Limited License; (ii) Limited Licensee shall use material and derivatives only for its internal research within the Customer Field, which may include internal research within the Customer Field in connection with product research, and not for any Commercial Purposes; (iii) Limited Licensee shall use material and derivatives 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 Limited Licensee (statutory or implied) concerning the Intellectual Property or material or derivatives, 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 material or derivatives, 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 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) Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to Limited Licensee under this limited license or any breach of limited license by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, Limited Licensee 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 Limited Licensee under this limited license or any breach of this limited license by Limited Licensee; and (viii) material and derivatives and their 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 material does not convey a license under any claims in the foregoing patents or patent applications directed to the material or derivatives or use, production or commercialization thereof, except as expressly set forth in this limited license. Nothing in this limited license shall be construed to confer any rights upon Limited Licensee by implication, estoppel or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this limited license shall be construed to confer upon Limited Licensee or any third party any rights under or to the Intellectual Property outside of the Customer Field.

Commercial Purposes means (a) the practice, performance or provision of any methods, 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.

Customer Field means use as a research tool for research purposes and use for quality control/quality assurance testing and product lot release assays, provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

1. Any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
2. Any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
3. Any in vivo veterinary or livestock use;
4. The development, manufacture (including any bioproduction), distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Intellectual Property or the material or derivatives as a therapeutic or diagnostic for humans or animals;
5. 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 jurisdiction outside the United States;
6. 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
7. Any use or application relating to gene drive.

HHMI Indemnitees means Howard Hughes Medical Institute and its trustees, officers, employees and agents.

Indemnitees means each Institution, 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.

Institutions means each of The Broad Institute, Inc., Massachusetts Institute of Technology, Harvard College, University of Iowa Research Foundation, University of Tokyo, The Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research collectively.

Intellectual Property means (a) any patents and patent applications listed on Appendix A; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application set forth on Appendix A to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on, and only to the extent of, any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Appendix A, Broad IP List

*Broad does not purport to grant any rights in the asterisked applicant's interest in these applications in this Agreement.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LABEL LICENSE. 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 Limited Use Label License, please contact Promega Corporation within ten (10) calendar 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.

Promega is selling this Product under a research use only license from Caribou Biosciences, Inc., under certain patents and patent applications owned or controlled by Caribou. For information on obtaining rights beyond those set forth in this Limited Use Label License please contact licensing@promega.com or Promega Corporation, 2800 Woods Hollow Road, Madison, WI 53711 USA, Attn: Licensing.

The purchase of this Product conveys to you, the Buyer, the NON-TRANSFERABLE right to use this Product solely for Research Use, subject to the conditions set out in this Limited Use Label License. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate license. This Product may not be used for any purpose other than Research Use. Your right to use this Product for Research Use is subject to the following conditions and restrictions:

1. Research Use means any use for internal research purposes, (e.g., for screening, characterization, quality control/quality assurance testing, product lot release assays, and/or toxicology purposes) for the sole benefit of you, the Buyer.
2. Research Use specifically excludes the following:
• Sale or otherwise transfer of this Product, including without limitation any material that contains this Product in whole or part or any progeny, modification or derivative of this Product (collectively, “Related Materials”) to any other third party; and
• Commercial purposes and prohibited activities including use of this Product and Related Materials in (i) any sale, marketing, distribution, disposition, importation or exportation, whether for a fee or any other commercial basis; (ii) any commercial activity including, but not limited to, any use in manufacturing or bioproduction; (iii) 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 this Product; (iv) use in a product for, or for any use in, human or animal therapeutics, diagnostics, or prophylactics; (v) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (vi) modification of the human germline, including editing human embryos or reproductive cells; (vii) stimulation of biased inheritance of a particular gene or trait or set of genes or traits; and/or (viii) use of self-administration.
3. You, the Buyer, shall use this Product and Related Materials in compliance with all applicable laws and regulations.
4. No warranties of any kind are provided to the you, the Buyer (statutory or implied), concerning this Product 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.
5. Your right to use this Product and Related Materials will terminate immediately if you fail to comply with these terms and conditions.

Product cannot be used for proficiency testing.

Licensed from Lonza Cologne GmbH under U.S. Pat. Nos. 7,700,357, 8,192,990 and 8,003,389, European Pat. Nos. 1297119, 1522587, 1607484 and 1741778 and other pending and issued patents.

NOT FOR MEDICAL DIAGNOSTIC USE. FOR IN VITRO USE ONLY. BY USE OF THIS PRODUCT, RECIPIENT AGREES TO BE BOUND BY THE TERMS OF THIS LIMITED USE STATEMENT. If the recipient is not willing to accept the conditions of this limited use statement, and the product is unused, Promega will accept return of the unused product and provide the recipient with a full refund.

This product may not be further sold or transferred by the recipient and may be used only by the recipient, and then only for (1) research use; (2) discovery, development and monitoring of biologic drugs and vaccines; (3) quality assurance testing of biologic drugs and vaccines; and (4) product release assays for biologic drugs and vaccines. No other commercial use is allowed. “Commercial use” means any and all uses of this product by recipient for monetary or other consideration, including providing a service, information or data to unaffiliated third parties, and resale of this product for any use. Recipient may genetically engineer the cell line using exogenous nucleic acid sequences provided by recipient. Recipient may propagate and store the cells for long-term use. In addition, recipient must use Bio-Glo-NL™ Luciferase Assay System purchased from Promega for all luminescence assays using this product or contact Promega to obtain a license for use of this product with reagents other than Promega’s. PROMEGA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THIS PRODUCT. The terms of this agreement shall be governed under the laws of the State of Wisconsin, USA.

By purchase of this material, Promega Corporation (“Promega”) conveys to purchaser (the “Limited Licensee”) the non-transferable right to use the material purchased from Promega and derivatives made by Limited Licensee solely for research conducted by Limited Licensee in accordance with the following requirements: (i) Limited Licensee shall not sell or otherwise transfer material or derivatives to any other person or entity, or use material or derivatives to perform services for the benefit of any other person or entity, except to transfer the material or derivatives to a Limited Licensee affiliate provided such affiliate agrees to be bound by the terms of this Limited License; (ii) Limited Licensee shall use material and derivatives only for its internal research within the Customer Field, which may include internal research within the Customer Field in connection with product research, and not for any Commercial Purposes; (iii) Limited Licensee shall use material and derivatives 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 Limited Licensee (statutory or implied) concerning the Intellectual Property or material or derivatives, 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 material or derivatives, 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 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) Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to Limited Licensee under this limited license or any breach of limited license by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, Limited Licensee 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 Limited Licensee under this limited license or any breach of this limited license by Limited Licensee; and (viii) material and derivatives and their 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 material does not convey a license under any claims in the foregoing patents or patent applications directed to the material or derivatives or use, production or commercialization thereof, except as expressly set forth in this limited license. Nothing in this limited license shall be construed to confer any rights upon Limited Licensee by implication, estoppel or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this limited license shall be construed to confer upon Limited Licensee or any third party any rights under or to the Intellectual Property outside of the Customer Field.

Commercial Purposes means (a) the practice, performance or provision of any methods, 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.

Customer Field means use as a research tool for research purposes and use for quality control/quality assurance testing and product lot release assays, provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

1. Any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
2. Any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
3. Any in vivo veterinary or livestock use;
4. The development, manufacture (including any bioproduction), distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Intellectual Property or the material or derivatives as a therapeutic or diagnostic for humans or animals;
5. 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 jurisdiction outside the United States;
6. 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
7. Any use or application relating to gene drive.

HHMI Indemnitees means Howard Hughes Medical Institute and its trustees, officers, employees and agents.

Indemnitees means each Institution, 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.

Institutions means each of The Broad Institute, Inc., Massachusetts Institute of Technology, Harvard College, University of Iowa Research Foundation, University of Tokyo, The Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research collectively.

Intellectual Property means (a) any patents and patent applications listed on Appendix A; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application set forth on Appendix A to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on, and only to the extent of, any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Appendix A, Broad IP List

*Broad does not purport to grant any rights in the asterisked applicant's interest in these applications in this Agreement.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LABEL LICENSE. 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 Limited Use Label License, please contact Promega Corporation within ten (10) calendar 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.

Promega is selling this Product under a research use only license from Caribou Biosciences, Inc., under certain patents and patent applications owned or controlled by Caribou. For information on obtaining rights beyond those set forth in this Limited Use Label License please contact licensing@promega.com or Promega Corporation, 2800 Woods Hollow Road, Madison, WI 53711 USA, Attn: Licensing.

The purchase of this Product conveys to you, the Buyer, the NON-TRANSFERABLE right to use this Product solely for Research Use, subject to the conditions set out in this Limited Use Label License. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate license. This Product may not be used for any purpose other than Research Use. Your right to use this Product for Research Use is subject to the following conditions and restrictions:

1. Research Use means any use for internal research purposes, (e.g., for screening, characterization, quality control/quality assurance testing, product lot release assays, and/or toxicology purposes) for the sole benefit of you, the Buyer.
2. Research Use specifically excludes the following:
• Sale or otherwise transfer of this Product, including without limitation any material that contains this Product in whole or part or any progeny, modification or derivative of this Product (collectively, “Related Materials”) to any other third party; and
• Commercial purposes and prohibited activities including use of this Product and Related Materials in (i) any sale, marketing, distribution, disposition, importation or exportation, whether for a fee or any other commercial basis; (ii) any commercial activity including, but not limited to, any use in manufacturing or bioproduction; (iii) 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 this Product; (iv) use in a product for, or for any use in, human or animal therapeutics, diagnostics, or prophylactics; (v) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (vi) modification of the human germline, including editing human embryos or reproductive cells; (vii) stimulation of biased inheritance of a particular gene or trait or set of genes or traits; and/or (viii) use of self-administration.
3. You, the Buyer, shall use this Product and Related Materials in compliance with all applicable laws and regulations.
4. No warranties of any kind are provided to the you, the Buyer (statutory or implied), concerning this Product 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.
5. Your right to use this Product and Related Materials will terminate immediately if you fail to comply with these terms and conditions.

Product cannot be used for proficiency testing.

Licensed from Lonza Cologne GmbH under U.S. Pat. Nos. 7,700,357, 8,192,990 and 8,003,389, European Pat. Nos. 1297119, 1522587, 1607484 and 1741778 and other pending and issued patents.

NOT FOR MEDICAL DIAGNOSTIC USE. FOR IN VITRO USE ONLY. BY USE OF THIS PRODUCT, RECIPIENT AGREES TO BE BOUND BY THE TERMS OF THIS LIMITED USE STATEMENT. If the recipient is not willing to accept the conditions of this limited use statement, and the product is unused, Promega will accept return of the unused product and provide the recipient with a full refund.

This product may not be further sold or transferred by the recipient and may be used only by the recipient, and then only for (1) research use; (2) discovery, development and monitoring of biologic drugs and vaccines; (3) quality assurance testing of biologic drugs and vaccines; and (4) product release assays for biologic drugs and vaccines. No other commercial use is allowed. “Commercial use” means any and all uses of this product by recipient for monetary or other consideration, including providing a service, information or data to unaffiliated third parties, and resale of this product for any use. Recipient may genetically engineer the cell line using exogenous nucleic acid sequences provided by recipient. Recipient may propagate and store the cells for long-term use. In addition, recipient must use Bio-Glo-NL™ Luciferase Assay System purchased from Promega for all luminescence assays using this product or contact Promega to obtain a license for use of this product with reagents other than Promega’s. PROMEGA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THIS PRODUCT. The terms of this agreement shall be governed under the laws of the State of Wisconsin, USA.

By purchase of this material, Promega Corporation (“Promega”) conveys to purchaser (the “Limited Licensee”) the non-transferable right to use the material purchased from Promega and derivatives made by Limited Licensee solely for research conducted by Limited Licensee in accordance with the following requirements: (i) Limited Licensee shall not sell or otherwise transfer material or derivatives to any other person or entity, or use material or derivatives to perform services for the benefit of any other person or entity, except to transfer the material or derivatives to a Limited Licensee affiliate provided such affiliate agrees to be bound by the terms of this Limited License; (ii) Limited Licensee shall use material and derivatives only for its internal research within the Customer Field, which may include internal research within the Customer Field in connection with product research, and not for any Commercial Purposes; (iii) Limited Licensee shall use material and derivatives 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 Limited Licensee (statutory or implied) concerning the Intellectual Property or material or derivatives, 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 material or derivatives, 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 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) Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to Limited Licensee under this limited license or any breach of limited license by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, Limited Licensee 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 Limited Licensee under this limited license or any breach of this limited license by Limited Licensee; and (viii) material and derivatives and their 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 material does not convey a license under any claims in the foregoing patents or patent applications directed to the material or derivatives or use, production or commercialization thereof, except as expressly set forth in this limited license. Nothing in this limited license shall be construed to confer any rights upon Limited Licensee by implication, estoppel or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this limited license shall be construed to confer upon Limited Licensee or any third party any rights under or to the Intellectual Property outside of the Customer Field.

Commercial Purposes means (a) the practice, performance or provision of any methods, 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.

Customer Field means use as a research tool for research purposes and use for quality control/quality assurance testing and product lot release assays, provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

1. Any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
2. Any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
3. Any in vivo veterinary or livestock use;
4. The development, manufacture (including any bioproduction), distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Intellectual Property or the material or derivatives as a therapeutic or diagnostic for humans or animals;
5. 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 jurisdiction outside the United States;
6. 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
7. Any use or application relating to gene drive.

HHMI Indemnitees means Howard Hughes Medical Institute and its trustees, officers, employees and agents.

Indemnitees means each Institution, 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.

Institutions means each of The Broad Institute, Inc., Massachusetts Institute of Technology, Harvard College, University of Iowa Research Foundation, University of Tokyo, The Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research collectively.

Intellectual Property means (a) any patents and patent applications listed on Appendix A; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application set forth on Appendix A to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on, and only to the extent of, any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Appendix A, Broad IP List

*Broad does not purport to grant any rights in the asterisked applicant's interest in these applications in this Agreement.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LABEL LICENSE. 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 Limited Use Label License, please contact Promega Corporation within ten (10) calendar 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.

Promega is selling this Product under a research use only license from Caribou Biosciences, Inc., under certain patents and patent applications owned or controlled by Caribou. For information on obtaining rights beyond those set forth in this Limited Use Label License please contact licensing@promega.com or Promega Corporation, 2800 Woods Hollow Road, Madison, WI 53711 USA, Attn: Licensing.

The purchase of this Product conveys to you, the Buyer, the NON-TRANSFERABLE right to use this Product solely for Research Use, subject to the conditions set out in this Limited Use Label License. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate license. This Product may not be used for any purpose other than Research Use. Your right to use this Product for Research Use is subject to the following conditions and restrictions:

1. Research Use means any use for internal research purposes, (e.g., for screening, characterization, quality control/quality assurance testing, product lot release assays, and/or toxicology purposes) for the sole benefit of you, the Buyer.
2. Research Use specifically excludes the following:
• Sale or otherwise transfer of this Product, including without limitation any material that contains this Product in whole or part or any progeny, modification or derivative of this Product (collectively, “Related Materials”) to any other third party; and
• Commercial purposes and prohibited activities including use of this Product and Related Materials in (i) any sale, marketing, distribution, disposition, importation or exportation, whether for a fee or any other commercial basis; (ii) any commercial activity including, but not limited to, any use in manufacturing or bioproduction; (iii) 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 this Product; (iv) use in a product for, or for any use in, human or animal therapeutics, diagnostics, or prophylactics; (v) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (vi) modification of the human germline, including editing human embryos or reproductive cells; (vii) stimulation of biased inheritance of a particular gene or trait or set of genes or traits; and/or (viii) use of self-administration.
3. You, the Buyer, shall use this Product and Related Materials in compliance with all applicable laws and regulations.
4. No warranties of any kind are provided to the you, the Buyer (statutory or implied), concerning this Product 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.
5. Your right to use this Product and Related Materials will terminate immediately if you fail to comply with these terms and conditions.

Product cannot be used for proficiency testing.

Licensed from Lonza Cologne GmbH under U.S. Pat. Nos. 7,700,357, 8,192,990 and 8,003,389, European Pat. Nos. 1297119, 1522587, 1607484 and 1741778 and other pending and issued patents.

NOT FOR MEDICAL DIAGNOSTIC USE. FOR IN VITRO USE ONLY. BY USE OF THIS PRODUCT, RECIPIENT AGREES TO BE BOUND BY THE TERMS OF THIS LIMITED USE STATEMENT. If the recipient is not willing to accept the conditions of this limited use statement, and the product is unused, Promega will accept return of the unused product and provide the recipient with a full refund.

This product may not be further sold or transferred by the recipient and may be used only by the recipient, and then only for (1) research use; (2) discovery, development and monitoring of biologic drugs and vaccines; (3) quality assurance testing of biologic drugs and vaccines; and (4) product release assays for biologic drugs and vaccines. No other commercial use is allowed. “Commercial use” means any and all uses of this product by recipient for monetary or other consideration, including providing a service, information or data to unaffiliated third parties, and resale of this product for any use. Recipient may genetically engineer the cell line using exogenous nucleic acid sequences provided by recipient. Recipient may propagate and store the cells for long-term use. In addition, recipient must use Bio-Glo-NL™ Luciferase Assay System purchased from Promega for all luminescence assays using this product or contact Promega to obtain a license for use of this product with reagents other than Promega’s. PROMEGA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THIS PRODUCT. The terms of this agreement shall be governed under the laws of the State of Wisconsin, USA.

By purchase of this material, Promega Corporation (“Promega”) conveys to purchaser (the “Limited Licensee”) the non-transferable right to use the material purchased from Promega and derivatives made by Limited Licensee solely for research conducted by Limited Licensee in accordance with the following requirements: (i) Limited Licensee shall not sell or otherwise transfer material or derivatives to any other person or entity, or use material or derivatives to perform services for the benefit of any other person or entity, except to transfer the material or derivatives to a Limited Licensee affiliate provided such affiliate agrees to be bound by the terms of this Limited License; (ii) Limited Licensee shall use material and derivatives only for its internal research within the Customer Field, which may include internal research within the Customer Field in connection with product research, and not for any Commercial Purposes; (iii) Limited Licensee shall use material and derivatives 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 Limited Licensee (statutory or implied) concerning the Intellectual Property or material or derivatives, 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 material or derivatives, 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 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) Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI 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 or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to Limited Licensee under this limited license or any breach of limited license by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, Limited Licensee 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 Limited Licensee under this limited license or any breach of this limited license by Limited Licensee; and (viii) material and derivatives and their 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 material does not convey a license under any claims in the foregoing patents or patent applications directed to the material or derivatives or use, production or commercialization thereof, except as expressly set forth in this limited license. Nothing in this limited license shall be construed to confer any rights upon Limited Licensee by implication, estoppel or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this limited license shall be construed to confer upon Limited Licensee or any third party any rights under or to the Intellectual Property outside of the Customer Field.

Commercial Purposes means (a) the practice, performance or provision of any methods, 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.

Customer Field means use as a research tool for research purposes and use for quality control/quality assurance testing and product lot release assays, provided, however, that notwithstanding the foregoing, the Customer Field shall expressly exclude:

1. Any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use;
2. Any human germline modification, including modifying the DNA of human embryos or human reproductive cells;
3. Any in vivo veterinary or livestock use;
4. The development, manufacture (including any bioproduction), distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Intellectual Property or the material or derivatives as a therapeutic or diagnostic for humans or animals;
5. 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 jurisdiction outside the United States;
6. 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
7. Any use or application relating to gene drive.

HHMI Indemnitees means Howard Hughes Medical Institute and its trustees, officers, employees and agents.

Indemnitees means each Institution, 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.

Institutions means each of The Broad Institute, Inc., Massachusetts Institute of Technology, Harvard College, University of Iowa Research Foundation, University of Tokyo, The Rockefeller University, New York University, New York Genome Center, and Whitehead Institute of Biomedical Research collectively.

Intellectual Property means (a) any patents and patent applications listed on Appendix A; (b) any substitutions, divisions, continuations, reissues, renewals, re-examinations or extensions of any patents or patent applications of (a), any continuations-in-part of any patents or patent applications of (a) to the extent the claims are directed to subject matter specifically described in a patent or patent application set forth on Appendix A, and any application claiming priority to a provisional application set forth on Appendix A to the extent the claims are directed to subject matter specifically described in a provisional patent application set forth on Appendix A; (c) any letters patents and/or the equivalent issuing therefrom in any jurisdiction based on, and only to the extent of, any of the foregoing; and (d) any foreign or international equivalents of any of the foregoing, including without limitation any applications filed under the Patent Cooperation Treaty.

Appendix A, Broad IP List

*Broad does not purport to grant any rights in the asterisked applicant's interest in these applications in this Agreement.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LIMITED USE LABEL LICENSE. 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 Limited Use Label License, please contact Promega Corporation within ten (10) calendar 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.

Promega is selling this Product under a research use only license from Caribou Biosciences, Inc., under certain patents and patent applications owned or controlled by Caribou. For information on obtaining rights beyond those set forth in this Limited Use Label License please contact licensing@promega.com or Promega Corporation, 2800 Woods Hollow Road, Madison, WI 53711 USA, Attn: Licensing.

The purchase of this Product conveys to you, the Buyer, the NON-TRANSFERABLE right to use this Product solely for Research Use, subject to the conditions set out in this Limited Use Label License. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate license. This Product may not be used for any purpose other than Research Use. Your right to use this Product for Research Use is subject to the following conditions and restrictions:

1. Research Use means any use for internal research purposes, (e.g., for screening, characterization, quality control/quality assurance testing, product lot release assays, and/or toxicology purposes) for the sole benefit of you, the Buyer.
2. Research Use specifically excludes the following:
• Sale or otherwise transfer of this Product, including without limitation any material that contains this Product in whole or part or any progeny, modification or derivative of this Product (collectively, “Related Materials”) to any other third party; and
• Commercial purposes and prohibited activities including use of this Product and Related Materials in (i) any sale, marketing, distribution, disposition, importation or exportation, whether for a fee or any other commercial basis; (ii) any commercial activity including, but not limited to, any use in manufacturing or bioproduction; (iii) 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 this Product; (iv) use in a product for, or for any use in, human or animal therapeutics, diagnostics, or prophylactics; (v) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (vi) modification of the human germline, including editing human embryos or reproductive cells; (vii) stimulation of biased inheritance of a particular gene or trait or set of genes or traits; and/or (viii) use of self-administration.
3. You, the Buyer, shall use this Product and Related Materials in compliance with all applicable laws and regulations.
4. No warranties of any kind are provided to the you, the Buyer (statutory or implied), concerning this Product 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.
5. Your right to use this Product and Related Materials will terminate immediately if you fail to comply with these terms and conditions.

Product cannot be used for proficiency testing.

Licensed from Lonza Cologne GmbH under U.S. Pat. Nos. 7,700,357, 8,192,990 and 8,003,389, European Pat. Nos. 1297119, 1522587, 1607484 and 1741778 and other pending and issued patents.