Property Rights, Use Restrictions and Limited License
- Ownership. Customer acknowledges that the Products provided to Customer embody intellectual property deemed to be of significant value to Minerva Biotechnologies and its licensors, and that such intellectual property may be protected by the law of patents, copyrights, trade secrets, and other laws. Customer acknowledges and agrees that neither this Agreement nor the purchase of the Products by Customer shall be construed as a transfer of any title or the grant of any rights in and to the intellectual property embodied in the Products, owned or licensed by Minerva Biotechnologies. The Products are covered by one or more Minerva patents. Customer has a limited license to use the Products under the patents, subject to the use restrictions and third party licenses in subsections B and C. Customer hereby grants to Minerva Biotechnologies a perpetual, royalty-free, fully paid up, non-exclusive, worldwide, unlimited license to use for any purpose any and all improvements made by Customer to the intellectual property embodied in the Products. Such rights include, without limitation, improvements related to reanimation or thawing, cell functionality, cell differentiation, cell plating, cell improvement assays; or protocols relating to the same. Customer is not granting any rights to and retains all rights to any and all findings and data relating to the performance of the Customer's products, compounds or molecules on the Products.
- USE RESTRICTIONS. The Products and/or components of the Products are licensed for internal research purposes only, and may not be used for any other purpose. No other right, express or implied, is conveyed by the sale of the Products. In particular, no right to make, have made, offer to sell, or sell the Products is implied by the sale or purchase of the Products. The license granted herein does not imply or convey the right to use the Products in combination with any other product(s) whose manufacture, sale, or use is covered by any patent. Customer may not transfer the Products to any third party without Minerva Biotechnologies' prior written consent. Customer shall not reverse engineer, modify or otherwise alter the Products in any way. Customer shall not use the Products or any components thereof in humans, in clinical trials or for diagnostic purposes involving human subjects, for any therapeutic use or investigational use, nor for any purpose in contravention of any applicable law, regulation, ordinance, institutional review board approved protocol, or privacy office approval. The Customer cannot sell or otherwise transfer (a) this Product, (b) its components, or (c) materials made by the employment of this Product or its components to a third party or otherwise use this Product or its components or materials made by the employment of this Product or its components for Commercial Purposes.
- THIRD-PARTY LICENSES. (i) One or more of the Products may have been generated using intellectual property rights owned by Academia Japan and/or ID Pharma under license agreements with Academia Japan and ID Pharma. The purchase of this Product conveys to the Customer the limited, non-transferable right to use the Product for internal research conducted by the Customer (whether the Customer is an academic or for-profit entity). The Customer cannot sell or otherwise transfer (a) this Product, (b) its components, or (c) materials made by the employment of this Product or its components to a third party or otherwise use this Product or its components or materials made by the employment of this Product or its components for Commercial Purposes. However, the Customer may use differentiated stem cells purchased from Minerva, such as cardiomyocytes, hepatocytes or neural cells, to provide a service. Commercial use of one or more of the Products requires a license from Academia Japan, ID Pharma and/or Minerva Biotechnologies. For license information, please contact Academia Japan at 207 International Science Innovation Building East Wing Kyoto University Yoshida-honmachi, Sakyo-ku, Kyoto, 606-8501 Japan, firstname.lastname@example.org, ID Pharma at Techno Park Oho, 6 Ohkubo, Tsukuba, Ibaraki, 300-2611 JAPAN, email@example.com and Minerva Biotechnologies at 40 Bear Hill Road, Waltham, MA 02451 firstname.lastname@example.org.
- Limited Warranty
- Minerva Biotechnologies warrants that its Products conform to the specifications contained in the Certificate of Analysis for the Product shipped to Customer. Minerva Biotechnologies’ sole and exclusive liability under this limited warranty shall be replacement of the defective Products by Minerva Biotechnologies.
- Minerva Biotechnologies reserves the right to make changes in design, production, manufacture, or characteristics of the Products or to improve on the Product at any time and in any way, without incurring any obligations to replace or modify any Products previously sold.
- Under no circumstances shall Minerva Biotechnologies' liability to Customer exceed the amount paid by Customer for the Products to Minerva Biotechnologies. Minerva Biotechnologies will bear all reasonable shipping costs if the Products are replaced pursuant to this warranty. This warranty does not apply to any defect or nonconformance caused by (i) Customer's use of the Products for a purpose or in a manner other than that for which they were designed or that is permitted or in breach of this Agreement, (ii) the failure by Customer to follow Minerva Biotechnologies' User's Guide for use, storage, and handling of the Products; or (iii) as a result of any other abuse, misuse or neglect of the Products by Customer. This warranty applies only to Customer and not to third parties. This warranty is not assignable.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MINERVA BIOTECHNOLOGIES DISCLAIMS ALL OTHER REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CUSTOMER'S SOLE REMEDY FOR BREACH OF WARRANTY IS STATED ABOVE.