Patient-Derived Organoids Limited Use Label License

Label License for Patient-Derived Organoids. Before opening or using this product, please read the terms and conditions set forth in this license agreement.

3dGRO™ Patient-Derived Organoids Limited Use Label License Agreement

3dGRO™ Patient-Derived Organoids (together with their progeny and/or derivatives, the “Products”) and the use thereof are subject to certain terms of use required by the source of the Products relating to any end-use of the Products (“Source License”).

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. 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 Agreement, please contact Merck Technical Services within ten 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.

The purchase of this Product conveys to you, the buyer, the non-transferable right to use the purchased Product for Research Use (see definition below) subject to the conditions set out in this Agreement. If you wish to use this Product for any purpose other than Research Use, you must first obtain an appropriate use agreement (see information set out below).

In addition, these Products only (SCC500, SC501, SCC502, SCC503, SCC504, SCC505, SCC506, SCC507) are sold as a consumable for Research Use including by for-profit entities. For these specific Products, you shall not expand, propagate, bank, cryopreserve or store outside of the original shipping device the Product or any materials made through the use of the Product. These specific Products can only be transferred and/or incorporated in an end-use assay, and any such Product that is not utilized in an end-use assay shall be immediately destroyed.

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 non-commercial internal preclinical research use and for no other purposes, and such use specifically excludes any use of the Product: (i) for applications outside biology (including but not limited to consumer electronics or materials sciences); (ii) to obtain patents or other intellectual property rights claiming use of the Product or modifications thereof; (iii) to produce, propagate or otherwise manufacture other organoids or organoid media for general sale; (iv) for use in the manufacturing of other products; (v) for or in connection with any services including, but not limited to, providing proficiency testing services or services on or in relation to laboratory performance by comparing and evaluating calibrations or tests on the same or similar items or materials in accordance with predetermined conditions; (vi) for consumption by, or administration and/or application to animals; (vii) for clinical or therapeutic applications; (viii) for diagnostic purposes; (ix) for resale; (x) to provide a service to a person or entity in return for a transfer of value (whether in cash or in kind); (xi) to research, screen, test or develop products for third parties; (xii) for research sponsored or undertaken by or on behalf of: (a) a commercial entity or organization; or (b) any other legal entity in the context of commercial activities; or (c) a public/private partnership; (xiii) for any other financial gain (whether in cash or in kind) excluding research grants; or (xiv) use by any entity which (a) is subject to UK, EU or US sanctions; or (b) derives 50% or more of its revenue from the development, production, promotion, marketing, or sale of tobacco in any country of the world, including any companies that are a subsidiary or a holding company or affiliate thereof or E-cigarette companies and non-tobacco related companies which are fully or partially owned by the tobacco industry; or (xv) is engaged in any illegal arms manufacturing, modern slavery and human trafficking, the use of child labor and illicit drugs. For clarity, any use of the Product by a for-profit entity is considered commercial use and is not allowed under Research Use.
   
   
2. THE PRODUCT SHALL NOT BE USED IN HUMAN SUBJECTS.
   
   
3. Buyer shall not identify or make any attempt to identify the patient donors from whom the Product was derived.
   
   
4. Buyer shall ensure that the Product is at all times kept on buyer’s premises in a secure environment, protected against damage, loss, misuse and unauthorized access and an effective tracing system to locate the Product is in place.
   
   
5. Other than to HUB Organoids B.V. (“HUB”, an affiliate of seller), buyer shall not transfer the Product or modifications thereof to any third-party and specifically not to any contractor, where contractor includes but is not limited to any contract service provider.
   
   
6. Your right to use the Product will terminate immediately if you fail to comply with these terms and conditions. You shall, upon such termination of your rights, destroy any and all Product in your control, and notify Merck of such in writing.

For information on obtaining rights to use this Product for purposes other than Research Use, email organoids@milliporesigma.com or contact your local Merck Sales representative, who will refer you to the proper licensing representative.