The purchase price of the Product includes a limited license to use only the amount of the Product delivered herewith on the following terms and conditions.

“Commercial Purposes” means (a) the practice, performance or provision of any method, process or service, or (b) the manufacture, production, sale, use, distribution, disposition or importing of any product, in each case (a) or (b) for consideration of any kind, for the purpose of sale or commercial exploitation, or on any other commercial basis. “Customer” shall include any person or entity which ordered the Product or uses the Product. “Enabled Product” means (a) any product that includes, uses, is developed, identified or made through the use of a Product (including any biological material, cell, organism or animal so derived, developed, identified or made) and (b) any progeny, modifications, improvements or derivatives of any of the foregoing in (a); provided, however, that Enabled Product shall not include any large or small molecule that (i) was identified or discovered through screening using technology covered by the Licensed Patent Rights and (ii) does not otherwise make use of the Licensed Patent Rights. “Licensor Parties” means the President and Fellows of Harvard College, the Massachusetts Institute of Technology and Broad. “Licensed Patent Rights” means (a) any patents and patent applications listed on Appendix A; (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, 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.

1. Customer shall not sell or otherwise transfer the Product or Enabled Products (including any materials that contain a Product or Enabled Products in whole or part) to any other person or entity or use the Product or Enabled Product to perform services for the benefit of any other person or entity.
2. Customer shall use only the purchased amount of the Product and Enabled Products purchased from Company, and shall use Product and Enabled Products for its internal research only. Customer shall not use Product or Enabled Product for (a) Commercial Purposes, (b) any human or clinical use, including, without limitation, any administration into humans or any human diagnostic or prognostic use, (c) any human germline modification, including modifying the DNA of human embryos or human reproductive cells, (d) any in vivo veterinary or livestock use or (e) the manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of, or as a testing service for human or animal diagnostics, therapeutic or diagnostic for diagnosis or treatment of humans or animals.
3. Licensor Parties do not provide any warranties of any kind to Customer (statutory or implied) concerning the Licensed Patents, Products 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 defect or other defects and all such warranties are hereby expressly disclaimed by Licensor Parties.
4. Licensor Parties expressly disclaim any warranty regarding results obtained through the use of the Products or Enabled Products, including without limitation any claim of inaccurate, invalid or incomplete results.
5. Licensor Parties and their directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students shall have no liability to Customer, 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.
6. Customer shall indemnify, defend and hold harmless the (a) Company and (b) Licensor Parties, and their current and former trustees, directors, officers, faculty, affiliated investigators, students, employees and agents and their respective successors, heirs and assigns, in both cases, against any liability, damage, loss or expense arising of or related to the exercise of any rights granted to the Customer under the Limited License or any breach of the Limited License by such Customer, provided that, to the extent the foregoing is not permitted by law, the Customer agrees that it, and not the Licensor Parties, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights granted to the Customer under the Limited License any breach of the Limited License by Customer.
7. The Product and its use may be the subject of one or more issued patents and/or pending patent applications owned by Licensor Parties and the purchase of the Product does not convey a license under any claims in the foregoing patents or patent applications directed to the Product or use, production or commercialization thereof, except as expressly set forth in this Limited License.