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Terms and Conditions of Use

Terms & Conditions

TERMS AND CONDITIONS FOR THE USE OF THE NECTAGEN WEBSITE

Introduction
These terms and conditions govern your use of the nectagen.com website.  By using this website, you accept all of these terms and conditions.  If you disagree with any part of these terms and conditions, you must not use nectagen.com.

Acceptable use
You may view, download, and print pages from nectagen.com for your own personal use and for educational use subject to the restrictions below.

You must not
Use the material on this website for a commercial purpose
Systematically or automatically collect material from this website
Use this website for any commercial communications
Use this website or material on this website for marketing purposes

Restricted Access
Access to certain areas of this website is restricted.  Nectagen reserves the right to restrict access to the website at Nectagen's discretion without notice or explanation. Users must keep their password confidential.

User Content
You grant to Nectagen a worldwide, irrevocable, non-exclusive, royalty-free license to use any material you submit to this website for any purpose.


No warranties and Limitations to Liability
	This website is provided "as is" without any representations or warranties. Nectagen will not be liable to you in relation to the content or use of this website for any losses.

Severability
	If a provision of these terms and conditions is determined by a competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

Entire Agreement
	These terms and conditions constitute the entire agreement between you and Netagen in relation to your use of this website and supersede all previous agreements in relation to your use of this website.

Label License Agreement for Commercial Users

LABEL LICENSE AGREEMENT FOR COMMERCIAL USERS

	This Label License ("Label License") is the agreement between you, a for-profit organization ("Recipient"), and Nectagen, Inc., a Delaware corporation ("Nectagen"), for the Technology (defined below). The purchase or receipt of the Technology from Nectagen conveys to the Recipient, a non-transferrable, limited right to use the purchased Technology.  By purchasing or receiving the Technology, Recipient agrees to be bound by the terms of this Label License.  All provisions of this Label License apply with respect to the Technology as defined herein. 

"Derivatives" means substances created by Recipient which constitute a functional sub-unit or an expression product of the Technology.  Examples include but are not limited to proteins expressed by DNA/RNA supplied by Nectagen, purified or fractionated sub-sets of the technology, sub-sets of the Technology such as novel plasmids or vectors, or DNA or proteins isolated from a library based on the Technology.      

"Modifications" means products or technology created by the Recipient which contain or incorporate the Technology or Derivatives.

"Progeny" means unmodified descendants from the Technology such as virus from virus, cell from cell or organism from organism. 

"Product" means any material or description of material supplied by Nectagen.  Products include but are not limited to any plasmids, proteins, chemicals, libraries, viruses, bacteria and cell lines supplied by Nectagen.  

"Label License Product" means proteins or chemicals purchased from Nectagen under this Label License.  

"Non-Label License Product" means any Product other than a Label License Product. 

"Reach Through Right" means any claim to intellectual property discovered through the use of the Technology but unrelated to the Technology itself.  

"Technology" means Derivatives, Modifications, Progeny or Products.

1.	Limited Use of Technology by Recipient.  The purchase of Label License Products by Recipient grants to Recipient a revocable, non-exclusive, non-transferable (except as permitted in Section 4), limited right to use the Technology.  Nectagen retains all rights not expressly granted herein, and there are no implied licenses granted herein.  

2.	Excluded Uses.   The Technology is not for use in human subjects, diagnostic procedures, manufacturing, high throughput screening, or the production of non-plasmid products available for purchase from Nectagen.

3.	Patent.  Recipient acknowledges that the Technology is or may be the subject of a patent application.  Except as provided in this Label License, no express or implied licenses or other rights are provided to Recipient under any patents, patent applications, trade secrets or other intellectual property or proprietary rights of Nectagen, including any altered forms of the Technology made by Nectagen.  In particular, no express or implied licenses or other rights are provided to use the Technology, Modifications, or any related patents of Nectagen for Commercial Purposes.

4.	Permitted Activities.  Notwithstanding the foregoing, Recipient may share the Technology with Non-Commercial Users that have agreed to the terms of the Label License Agreement for Non-Commercial Users.

5.	Obligations Regarding Published Modifications.  In the event that Recipient's use of the Technology results in published Modifications, Recipient must provide Non-Commercial Users with access to such published Modifications a). without any charges other than a reasonable handling fee, b). without any requirement for co-authorship, and c). without any Reach-Through Rights for discoveries made using the published Modifications, d). with an automatic, free, fully paid up, perpetual, non-exclusive license to any patent controlled by the Recipient and covering the use of the Modification for Non-Commercial Purposes, and e). with a requirement that subsequent transfers contain the same terms as in this section.  Unpublished modifications are not subject to the requirements in this section.   

6.	Permitted Patents.  Recipient may patent uses or compositions of the Technology that are created, developed, or conceived by Recipient ("Permitted Patents"), provided that Recipient must (a) notify Nectagen prior to filing a patent application related to the Technology; and (b) grant Nectagen a non-exclusive, free, fully paid up, perpetual, irrevocable, sub-licensable worldwide license to any Permitted Patents in all fields of use and for any purpose.  Nectagen DOES NOT claim any Reach-Through Rights.  

7.	Non-Label License Product.  Recipient is not permitted to use Non-Label License Products without a separate license from Nectagen.

8.	  Limited Warranty.  Nectagen warrants to Recipient that the Product matches the specifications for such Product described on Nectagen's website.  If a personRecipient purchased the Product purchasing directly from Nectagen or its distributors and is dissatisfied with the Product's performance, Nectagen will, at its sole discretion, replace the Product or provide a credit to the purchaser.  Nectagen's liability is expressly limited to replacement of Product or a credit limited to the actual purchase price.  Nectagen's liability does not extend to any damages or losses arising from use or improper use of the Product.  This limited warranty is the sole and exclusive warranty.  Except for the limited warranty described in this Section 8, the Product is provided as-is and Nectagen does not provide any other warranties of any kind, expressed or implied, including the merchantability or fitness of the Product for a particular purpose.

Label License Agreement for Non-Commercial Users

LABEL LICENSE AGREEMENT FOR NON-COMMERCIAL USERS

	This Label License ("Label License") is the agreement between you, a non-profit organization ("Recipient"), and Nectagen, Inc., a Delaware corporation ("Nectagen"), for the Technology (defined below). The purchase or receipt of the Technology from Nectagen conveys to the Recipient, a non-transferrable, limited right to use the purchased Technology.  By purchasing or receiving the Technology, Recipient agrees to be bound by the terms of this Label License.  All provisions of this Label License apply with respect to the Technology as defined herein. 

"Commercial Purposes" means the sale, lease, license, or other transfer of the Technology to any third party, other than transfers to non-profit organizations solely for non-commercial research as permitted herein.  Commercial Purposes shall also include uses of the Technology or Modifications by any organization, including Recipient, to perform contract research, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the Technology or Modifications to a for-profit organization.

"Derivatives" means substances created by Recipient which constitute a functional sub-unit or an expression product of the Technology.  Examples include but are not limited to proteins expressed by DNA/RNA supplied by Nectagen, purified or fractionated sub-sets of the technology, sub-sets of the Technology such as novel plasmids or vectors, or DNA or proteins isolated from a library based on the Technology.    

"Modifications" means products or technology created by the Recipient which contain or incorporate the Technology or Derivatives.

"Progeny" means unmodified descendants from the Technology such as virus from virus, cell from cell or organism from organism. 

"Non-Commercial Users" means any non-profit third party organization that desires to receive the Technology or Modifications for purposes other than Commercial Purposes.

"Non-Commercial Purposes" means any use other than for Commercial Purposes. 

"Product" means any material or description of material supplied by Nectagen.  Products include but are not limited to any plasmids, proteins, chemicals, libraries, viruses, bacteria and cell lines supplied by Nectagen.  

"Reach Through Right" means any claim to intellectual property discovered through the use of the Technology but unrelated to the Technology itself.  

"Technology" means Derivatives, Modifications, Progeny or Products.

1.	Limited Use of Technology by Recipient.  The purchase or receipt of Technology by Recipient grants to Recipient a revocable, non-exclusive, non-transferable (except as permitted in Section 4), limited right to use the Technology for non-commercial research.  Nectagen retains all rights not expressly granted herein, and there are no implied licenses granted herein.

2.	Excluded Uses.  No right to use the Technology for Commercial Purposes is granted or conveyed expressly, by implication, or by estoppel.  No permission is granted hereunder for Recipient to use the Technology in any field other than as designated under this Label License.  Recipient acknowledges that Recipient shall not have the right to authorize any third party to use or sell any Technology for Commercial Purposes.  The Technology is not for use in human subjects or diagnostic procedures.     

3.	Patent.  Recipient acknowledges that the Technology is or may be the subject of a patent application.  Except as provided in this Label License, no express or implied licenses or other rights are provided to Recipient under any patents, patent applications, trade secrets or other intellectual property or proprietary rights of Nectagen, including any altered forms of the Technology made by Nectagen.  In particular, no express or implied licenses or other rights are provided to use the Technology, Modifications, or any related patents of Nectagen for Commercial Purposes.

4.	Permitted Activities.  Notwithstanding the foregoing, Recipient may share the Technology with Non-Commercial Users that have agreed to the terms of this Label License.

5.	Obligations Regarding Published Modifications.  In the event that Recipient?s use of the Technology results in published Modifications, Recipient must provide Non-Commercial Users with access to such published Modifications a). without any charges other than a reasonable handling fee, b). without any requirement for co-authorship, and c). without any Reach-Through Rights for discoveries made using the published Modifications, d). with an automatic, non-exclusive, free, fully paid up, perpetual license to any patent controlled by the Recipient and covering the use the Modification for Non-Commercial Purposes, and e). with a requirement that subsequent transfers contain the same terms as in this section.   Unpublished Modifications are not subject to the requirements in this section. 

6.	Permitted Patents.  Recipient may patent uses of the Technology that are created, developed, or conceived by Recipient ("Permitted Patents"), provided that Recipient must (a) notify Nectagen prior to filing a patent application related to the Technology; and (b) grant Nectagen a non-exclusive, free, fully paid up, perpetual, irrevocable, sub-licensable worldwide license to any Permitted Patents in all fields of use and for any purpose.  Nectagen DOES NOT claim any Reach-Through Rights.

7.	Limited Warranty.  Nectagen warrants to Recipient that the Product matches the specifications for such Product described on Nectagen's website.  If Recipient purchased the Product directly from Nectagen or its distributors and is dissatisfied with the Product's performance, Nectagen will, at its sole discretion, replace the Product or provide a credit to the purchaser.  Nectagen's liability is expressly limited to replacement of Product or a credit limited to the actual purchase price.  Nectagen's liability does not extend to any damages or losses arising from use or improper use of the Product.  This limited warranty is the sole and exclusive warranty.  Except for the limited warranty described in this Section 7, the Product is provided as-is and Nectagen does not provide any other warranties of any kind, expressed or implied, including the merchantability or fitness of the Product for a particular purpose.