JAX Leap Licensing

Rag1 Rider

Specific conditions regarding the use of Mouse Strains expressing the Rag1^tm1Mom allele.

M.I.T., Tufts University, and the Dana Farber Cancer Institute are the owners of certain tangible property relating to M.LT. Case No. 5783HG, "Rag-I Deficient Mice Have No Mature B and T Lymphocytes," by Randall Scott Johnson of Dana Farber, Peter Mombaerts, formerly an employee of M.I.T, Virginia Eileen Papaoiaoanno of Tufts University and Susumu Tonegawa, an employee of the Howard Hughes Medical Institute (hereinafter referred to as "HHMI") doing research at an HHMI laboratory at M.I.T., and

MIT has the right to grant licenses to the tangible property relating to M.LT. Case No. 5783HG, subject only to a paid-up, nonexclusive, irrevocable license to HHMI for research purposes, with no right to assign or sublicense.

The parties agree:

“License” means the license agreement to which this Rider is appended.

HHMI is not a party to the License and has no liability to any licensee, sublicensee, or user of anything covered for the benefit of HHMI and are enforceable by HHMI in its own name. This provision shall survive any termination of this Agreement.

Indemnification Provision

HHMI requires that it and its trustees, officers, employees and agents be indemnified and held harmless by licensees against claims based on or arising out of the License. The following is the indemnification provision that is required by HHMI :

HHMI and its trustees, officers, employees, and agents (collectively, 'HHMI Indemnitees"), will be indemnified, defended by counsel acceptable to HHMI, and held harmless by COMPANY from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys' fees and other costs and expenses of defense) (collectively, "Claims"), based upon, arising out of, or otherwise relating to COMPANY’s , use, handling, storage, or disposition of the Mouse Strains expressing the Rag1^tm1Mom allele by any other contracting party or others who possess the Mouse Strains expressing the Rag1^tm1Mom allele through a chain of possession leading back, directly or indirectly, to COMPANY , including without limitation any cause of action relating to product liability. The previous sentence will not apply to any Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. Notwithstanding any other provision of this Agreement, COMPANY’s obligation to defend, indemnify and hold harmless the HHMI Indemnitees under this paragraph will not be subject to any limitation or exclusion of liability or damages or otherwise limited in any way. This provision shall survive any termination of the License.

Insurance

HHMI will have the same rights and benefits as JACKSON under the insurance provisions of the License.

Arbitration

Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration provisions set forth above.

Use of Name Provision

COMPANY acknowledges that under HHMI policy, COMPANY may not use the name of HHMI or of any HHMI employee (including Dr. Susumu Tonegawa) in a manner that reasonably could constitute an endorsement of a commercial product or service; but that use for other purposes, even if commercially motivated, is permitted provided that (1) the use is limited to accurately reporting factual events or occurrences, and (2) any reference to the name of HHMI or any HHMI employees in press releases or similar materials intended for public release is approved by HHMI in advance.

TALEN – Limited Use License

Limited Use Label License for Licensed Mice

This mouse strain (including any and all progeny, "MICE") is distributed by The Jackson Laboratory with the following terms and conditions. Limited Use Label License for Licensed Mice This genetically modified mouse model (“Model”) is sold subject to a license agreement for transcription activator-like (TAL) effector technology between The Jackson Laboratory and Life Technologies Corporation (LTC). The purchase of this Model conveys to the buyer the limited, non-transferable right to use (i) the Model, (ii) progeny or derivatives of the Model generated by buyer, and (iii) cells, tissue, or other biological material extracted or derived from such Model or its corresponding progeny or derivatives (where (i), (ii), and (iii) are collectively defined as “Material”) only to perform internal research for the sole benefit of the buyer. The buyer cannot sell or otherwise transfer Material to a third party, or otherwise use Material for any Excluded Use, except that buyer may transfer Material to: (1) the buyer’s legal affiliates; (2) a non-profit performing collaborative research with the buyer; or (3) a contract research organization under a contractual obligation to perform research services solely for the benefit of the buyer, provided that in each case the legal affiliate, collaborator or contract research organization agrees in writing not to transfer Material to any third party and to use such Material solely for research as set forth in this limited use label license and not for any Excluded Use. All sales of Models are reported to LTC.

“Excluded Use” means

1. any activity for consideration, including but not limited to: (a) any use, directly or indirectly, in manufacturing, production, or quality control, (b) except as specifically set forth above, any use to provide a service, information, or data, (c) any use for therapeutic, diagnostic or prophylactic purposes, or (d) any sale, resale, leasing, or licensing, whether or not for research purposes;
2. any activity in a Phase l or later clinical trial;
3. any activity in any agricultural field trial, including any such field trial that would be subject to regulation by the United States Department of Agriculture if the Plants were to constitute genetically engineered organisms under 7 C.F.R. § 340 (or any successor regulation);
4. screening or profiling of more than 10,000 distinct compounds (high-throughput screening);
5. cell line development for purposes of bioproduction;
6. scale-up activities, the primary focus of which is to increase from small-scale to production-scale;
7. any use in or with Plants; and
8. all other uses not specifically permitted under this limited use label license.

“Plant” means any plant, plant tissues or plant cells, including green algae (but excluding fungi and blue-green algae) generated by use of Material, or any progeny (propagated through any number of generations) or unmodified derivatives of such plants, tissues or cells.

For information on obtaining additional rights to use Material for any Excluded Uses except for Plants, please contact abhay.kumar@thermofisher.com.

For information on obtaining additional rights to use Material in Plants, please contact Two Blades Foundation at info@2blades.org or Two Blades Foundation, 1630 Chicago Avenue, Suite 1907, Evanston, IL 60201 USA.

Additional licenses are required for this strain.

Please visit the strain data sheet and click on Legal to view additional requirements.

Broad Institute, Inc. CRISPR/Cas9 Limited Use License

Limited Use License for Mouse Models Generated with the CRISPR/Cas9 Technology.

This mouse strain or other product (the "Licensed Product") is sold by The Jackson Laboratory ("Jackson") under a license agreement with the Broad Institute, Inc. ("Broad") that contains certain limitations and obligations. By purchasing this product, you (the "Limited Licensee") agree to be bound by the following limited license (the "Limited License"). Additional capitalized terms are defined below.

Limited Licensee is granted the non-transferable right to use the Licensed Product and Enabled Products purchased from Jackson solely for research conducted by such Limited Licensee in accordance with all of the following requirements: (i) the Limited Licensee shall not sell or otherwise transfer the Licensed Product or Enabled Products (including without limitation any material that contains the Licensed Product or Enabled Products in whole or part) to any other person or entity or use the Licensed Product or Enabled Products to perform services for the benefit of any other person or entity other than bona fide research collaborators or contract research organizations, (ii) the Limited Licensee shall use only the purchased amount of the Licensed Products and components of the Licensed Products and Enabled Products, which may include internal research within the Field in connection with product research, but not for the production, manufacture or exploitation of any product or Product or any Commercial Purposes, however the Limited License will not prevent breeding of Licensed Products for use under the Limited License, (iii) the Limited Licensee shall use the Licensed Product and Enabled Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations, (iv) Jackson, Broad, The Massachusetts Institute of Technology ("MIT") and the President and Fellows of Harvard College ("Harvard") provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning the Patent Rights, the Licensed Product or Enabled Products, 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) Jackson, Broad, MIT and Harvard expressly disclaim any warranty regarding results obtained through the use of the Licensed Product or Enabled Products, including without limitation any claim of inaccurate, invalid or incomplete results, (vi) Jackson, Broad, MIT and Harvard, and their current and former directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, and their respective successors, heirs and assigns (collectively, the "Indemnitees") shall have no liability to the 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) the Limited Licensee shall indemnify, defend and hold harmless the 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 in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to the Limited Licensee under the Limited License or any breach of the Limited License by such Limited Licensee, provided, however, that the foregoing shall not apply to a Limited Licensee that is an academic, non-profit, or government entity or person, and such Limited Licensee instead agrees that it, and not the Indemnitees, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights grant to the Limited Licensee under the Limited License or any breach of the Limited License by the Limited Licensee, and (viii) the Licensed Product and its use may be the subject of one or more issued patents and/or pending patent applications owned by Jackson, Broad, MIT and Harvard and the purchase of the Licensed Product does not convey a license under any claims in the foregoing patents or patent applications directed to the Licensed Product or use, production or commercialization thereof, other than the right to use the Licensed Product under the Limited License set forth above or as otherwise agreed between the parties in writing.

Definitions:

"Commercial Purpose" means: (a) the practice, performance or provision of any method, process or service, or (b) the manufacture, sale, use, distribution, disposition or importing of any product, in each case (a) or (b) for consideration, e.g., a fee, or on any other commercial basis.

"Enabled Product" means: any product, that is not the Licensed Product, which is or incorporates (a) any progeny, modification or derivative of the Licensed Product, or (b) any cell, organism or animal made or modified through use of the Licensed Product, or any progeny, modification or derivative of such cell, organism or animal. For clarity, any product that is made, produced or derived by use of the technology of the Patent Rights, such as a protein or a peptide from a cell line shall be deemed an Enabled Product; provided, however, that the term "Enabled Product" shall not include any large or small molecule that (i) was identified or discovered through screening using technology covered by the Patent Rights and (ii) does not otherwise fall within the foregoing clauses (a) through (b).

"Field" means: use as a research tool for research purposes; provided, however, that notwithstanding the foregoing, the Field shall expressly exclude (a) any clinical use, including, without limitation, diagnostic and prognostic use, (b) any human, veterinary, livestock or agricultural use, or (c) the manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of, or as, a testing service, therapeutic or diagnostic for humans or animals.

"Patent Rights" means (a) any patents and patent applications listed on Appendix A, which shall be updated from time-time.; (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, available at: https://www.jax.org/about-us/legal-information/licenses/crispr-cas-license-terms-broad-institute 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 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.

For information on obtaining additional rights, please contact: partnering@broadinstitute.org

Caribou Biosciences, Inc. CRISPR/Cas9 Limited Use License

LIMITED USE LABEL LICENSE: RESEARCH USE ONLY

This purchase of this Genetically Modified Mouse Model ("Model") is subject to the following terms and conditions. The Model is sold subject to a license agreement for CRISPR-Cas9 technology by and between The Jackson Laboratory and Caribou Biosciences, Inc.

The purchase of the Model conveys to the buyer a limited, non-transferable right to use (i) the Model, (ii) progeny or derivatives of the Model generated by the buyer, and (iii) cells, tissue, and other biological material extracted or derived from the Model or its corresponding progeny or derivatives (collectively, (i), (ii) and (iii) are referred to as "Material") only to perform internal research for the sole benefit of the buyer.

The buyer cannot sell or otherwise transfer Material to a third party, other than a third party under a contractual obligation to perform research for the sole benefit of the buyer or a third party that is a nonprofit performing collaborative research with the buyer, or otherwise use Material for any Excluded Use. "Excluded Use" means: (a) any commercial activity, including but not limited to any use in manufacturing, product or quality control; (b) any use to provide a service, information, or data; (c) any use for therapeutic, diagnostic, or prophylactic purposes; (d) any sale, resale, leasing, or licensing, whether or not for research purposes; (e) any 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; (f) high throughput screening drug discovery purposes (i.e., the screening of more than 10,000 experiments per day) as well as scale-up production activities for commercialization; and/or (g) cell line development for purposes of bioproduction of recombinant protein.

For information on obtaining additional rights, please contact licensing@cariboubio.com or Caribou Biosciences, Inc., 2929 7th Street, Suite 105, Berkeley, CA 94710 USA, Attn: Licensing.

Mice Are Not Available for Sale to CROs

These Mice are not available for sale to CROs in order for them to provide Services.

Mice may only be cross-bred once and the resulting progeny (“F1”) may be used for research. 

Any breeding of the F1 mice requires a Breeding Agreement. 

Prohibition for Engraftment and Genetic Modification of MICE.

MICE subject to this Rider:
1. May not be engrafted with human hemotopoietic stem cells (CD34+ cells) derived from fetal tissue or cord blood; or
2. May not be genetically modified in any manner that results in a genetic modification that could be inherited by their progeny.

 For clarity, in addition to any other lawful use for these MICE not prohibited explicitly above, COMPANY may engraft MICE with:
i. adult human liver cells,
ii. peripheral blood mononuclear cells (PBMC),
iii. human derived cells that are (a) under evaluation as a therapeutic, and (b) proprietary to the COMPANY,
iv. oncogenic material such as tumors or tumor cell lines alone or in combination with any of i, ii, iii.

Tg KIT Ligand IP rights

Mouse models are subject to U.S. Patent US 8431767, CA 2,270,567 (“Patents”) COMPANY is granted a non- exclusive right to Patents for the purpose of this Agreement.

NSG Compliment mouse IP rights

Mouse model is subject to U.S. Patent 10,701,911 and all patents issuing therefrom COMPANY is granted a non-exclusive right to US 10,701,911 the for the purpose of this Agreement.

HHMI Rider

Prohibition for Engraftment and Genetic Modification of MICE II

MICE subject to this Rider:

1)  May not be engrafted with human hemotopoietic stem cells (CD34+ cells) derived from fetal tissue or cord blood; or

2)  May not be engrafted with peripheral blood mononuclear cells (PBMC)

3) May not be genetically modified in any manner that results in a genetic modification that could be inherited by their progeny.

For clarity, in addition to any other lawful use for these MICE not prohibited explicitly above, COMPANY may engraft MICE with:

i.   adult human liver cells,

ii.  human derived cells that are (a) under evaluation as a therapeutic, and (b) proprietary to the COMPANY,

iii. oncogenic material such as tumors or tumor cell lines alone or in combination with any of i or ii.