Terms and Conditions
Appendix 1 – General Terms and Conditions
1. MATERIAL(s)
The Purchaser shall deliver a reasonable quantity of MATERIALS (as defined in Exhibit A) to the Provider within a reasonable period of time after the Effective Date.
2. Limited Purpose
The Provider hereby agrees that the limited purpose for use of the MATERIAL(S) by the Provider for use in the Selectivity Profiling Service. No other uses of or research with the MATERIAL(S) are permitted under this Agreement (“Limited Purpose”).
3. Research
The Provider agrees to use the MATERIAL(S) in compliance with all applicable statutes and regulations and guidelines such as, for example, those relating to research involving the use of genetically modified organisms.
The Provider agrees that the MATERIAL(S) will be used solely for the Limited Purpose in the laboratory of the the Provider. The Provider will not chemically, biologically or otherwise modify the MATERIALs or reverse engineer, deconstruct or in any way attempt to determine the structure, sequence or composition of the MATERIALs.
The Provider agrees that the MATERIAL(S) will not be used for any Commercial Purpose. Commercial Purpose shall mean the sale, lease, license, or other transfer of the MATERIAL(S) to a for-profit organization. Commercial Purposes shall also include uses of the MATERIAL(S) by any organization, including the Provider, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL(S) to a for-profit organization.
The Provider agrees that the MATERIAL(S) (except as set forth below) will not be transferred to any third party without the Purchaser’s written consent. Nothing in this Agreement shall preclude the Purchaser from transferring the MATERIAL(S) to other interested third parties for commercial or research purposes.
4. Data
DATA shall mean all data, technology, information, and results, including but without limitation sequence information, and other know-how, procedures, methodologies, technical, and scientific expertise and biological or chemical MATERIALs developed the Provider through the use of the MATERIAL(S).
5. Inventions
Given that use of the MATERIAL(S) is limited to the Limited Purpose, Inventions are not expected to be conceived, made or reduced to practice during the Term. Inventions shall mean any invention(s), whether or not patentable, made by the Provider as a direct result of the use of the MATERIAL(S). Any Inventions made as a result of use outside the Limited Purpose, shall be deemed to be an unauthorized use. All rights, title and interest in Inventions made under, during the Term or as a result the Agreement, including without limitation, as a result of such unauthorized use shall be owned by the Purchaser; and the Provider hereby agrees to assign such rights, title and interest and do all such other acts as appropriate to allow the Purchaser to perfect such rights, title and interest. Additionally, the Provider agrees to grant to the Purchaser a non-exclusive, world-wide, royalty free, sublicensable license under the the Provider rights to any Inventions made as a result of the Limited Purpose.
6. Confidential Information
a. The Materials and the Data (hereinafter referred to as the “Confidential Information”) shall be received and maintained by the Provider in strict confidence and shall not be disclosed to any third party. Furthermore, the Provider shall not use said Confidential Information for any purposes other than those purposes specified in this Agreement. The Provider may disclose Confidential Information to its employees requiring access thereto for the purposes of this Agreement. The Provider agrees to take all steps necessary to ensure that the Confidential Information received will be maintained in confidence, including such steps as it takes to prevent the disclosure of its own proprietary and confidential information of like character.
b. The nondisclosure obligations of this Section 6 shall not apply to Confidential Information which, to the extent that the Provider can establish by competent written proof: (a) at the time of disclosure is in the public domain; (b) after disclosure, becomes part of the public domain by publication or otherwise; (c) was in the Provider’s possession in documentary form at the time of disclosure by Requesting Party; or (d) is received by the Provider from a third party who has the lawful right to disclose the Confidential Information and who shall not have obtained the Confidential Information whether directly or indirectly from Requesting Party.
c. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure: (a) is in response to a valid order of a court or other governmental body; or (b) is required by law or regulation; provided, however, that the Provider shall first have given reasonable prior notice to the Purchaser and shall have made a reasonable effort to obtain a protective order, or to cooperate with the other party’s efforts, as applicable, to obtain a protective order limiting the extent of such disclosure and requiring that the Confidential Information so disclosed be used only for the purposes for which such order was issued or as required by such law or regulation.
7. Miscellaneous
The MATERIAL(S) are understood to be experimental in nature and may have hazardous properties.
Except to the extent prohibited by law, the the Provider assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL(S).
Neither party shall use the name of the other or any contraction or derivative thereof or the name(s) of the other party’s faculty members, employees, or students, as applicable, in any advertising, promotional, sales literature, or fundraising documents without prior written consent from the other party.
In the event that the MATERIAL(S) are not received by the Provider, this Agreement shall terminate ninety (90) days after the Effective Date and neither party shall have any further obligations or responsibilities under this Agreement, except as shall survive pursuant to Article 8. Notwithstanding the forgoing, either Party may terminate this Agreement for any reason effective upon thirty (30) days written notice to the other Party. Otherwise and unless sooner terminated in accordance with the above, this Agreement will terminate three (3) months from the Effective Date. Promptly upon the three (3) month termination date, the Provider, unless otherwise instructed by the Purchaser, agrees to destroy the MATERIAL(S).
This Agreement shall be governed by and interpreted in accordance with the laws of Sweden.
Appendix 2 – Intellectual Property
The information provided herein contains proprietary know-how of Pelago Bioscience and disclosed under confidentiality and privileged for the client. If any data generated in the above study is published or presented, we ask you to please reference to the Pelago Bioscience intellectual property rights, e.g., “CETSA® is a patented method and data was generated by Pelago Bioscience”.
The CETSA® method is patented in the following territories
The granted patents are based on international patent application PCT/GB2012/050853.
The CETSA method is patented in the following territories
International patent application PCT/GB2012/050853
Australia:
Reg.no. 2012246069
Canada:
Reg.no. 2833076
China:
Reg.no. ZL201280025677.X
Europe:
Reg.no. EP2699910B1 (Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Spain, Sweden, Switzerland and United Kingdom)
Hong Kong:
Reg.no. HK1192612
India:
Reg.no. 311112
Japan:
Reg.no. 6032715
Korea:
Reg.no. 10-1940342
Malaysia:
Reg.no. MY-171913-A
Singapore:
Reg.no. 194137
UK:
Reg.no. GB2490404
US:
Reg.no. 8969014, 9523693 and 9528996
Pelago Bioscience and CETSA trademark registrations
EUTM:
Reg.no. 017629999, 014244628
US:
Reg.no. 5841879, 4948669
WIPO
China:
Reg.no. 1454955, 1266331
India:
Reg.no. 1454955
Japan:
Reg.no. 1454955, 1266331
Norway:
Reg.no. 1266331
Republic of Korea:
Reg.no. 1454955, 1266331
Switzerland:
Reg.no. 1454955, 1266331