Limited Use Label Licence (LULL) Plasmids (Research Grade)

Oxford Genetics Limited (“Licensor”) grants the customer (“Licensee”) a limited, non-exclusive, non-transferable, revocable license to use the SnapFast Plasmids (Plasmids) solely for Research Purposes and solely in accordance with this LULL. All rights not expressly granted are reserved by Licensor.

“Commercial Purposes” means any use of the Plasmids, directly or indirectly, for monetary or other commercial benefit, including without limitation: (a) use in manufacturing, production, scale-up, process development, or quality control; (b) use to generate data, information, materials, or services for consideration; or (c) use in support of the development, commercialization, or sale of any product or service. For clarity, Commercial Purposes apply regardless of whether such activities are conducted on a for-profit or cost-recovery basis.

“Competitive Purpose” means any use of the Plasmids, directly or indirectly, to: (a) research, develop, manufacture, or improve plasmids, vectors, delivery systems, or related materials that are competitive with or substitutable for the Plasmids; (b); any use to provide a service, information, or data for consideration; or (c) supply or offer to supply the Plasmids, whether alone or as part of another product or service.

“GMP Production Purposes” means any use of the Plasmids, whether under GMP or non-GMP conditions, in connection with: (a) the manufacture, production, testing, or release of any therapeutic, diagnostic, prophylactic, or medical product or device intended for use in humans or non-human animals; or (b) any activity intended to support clinical use, clinical trials, or regulatory approval. If any molecule or derivative produced using a Plasmid is administered to humans or non-human animals, any use of the Plasmid in connection with such molecule shall be deemed to be GMP Production Purposes, regardless of scale or manufacturing standard.

“Research Purposes” means use of the Plasmids solely for internal, non-commercial, exploratory research conducted by or on behalf of Licensee, without any commercial objective, and not intended to support or enable (a) the development, manufacture, or commercialization of any product or service; (b) regulatory submissions or approvals (including IND-, CTA-, or IDE-enabling studies); or (c) any use involving administration to humans or non-human animals..

Licensee’s right to use the Plasmid is subject to the following conditions and restrictions:

1. Use of the Plasmids for Commercial Purposes, Competitive Purposes, or GMP Production Purposes is strictly prohibited unless Licensee has entered into a separate written license agreement with Licensor. For these uses, please contact Licensor at uk_business@minaris.com to obtain a separate Licence Agreement.
2. Licensee may not sell, assign, sublicense, distribute, or otherwise transfer the Plasmids, except to: (a) a group company; or (b) a bona fide third-party contractor
   solely to perform Research Purposes on Licensee’s behalf, provided that such party is bound by written obligations no less restrictive than this LULL. Licensee remains fully responsible for all acts and omissions of such parties.
3. Except as expressly permitted under Clause 6, the Plasmids may not be modified, re-transformed, grown, propagated, amplified, or expanded in any manner.
4. You may not deposit the Plasmid, or any copies, progeny, or derivatives thereof, in any publicly accessible, institutional, or centralized repository, be it profit or non-profit based, without prior written approval of Licensor.
5. Special allowance only for Off-The-Shelf Transfer Plasmids (research grade) may be granted upon written agreement between Licensor and Licensee (e.g.: Q6794_pSF-AAV-ITR-CMV-EGFP-ITR-KanR, Q6974_pSF-Genome-SFFV-EGFP-KanR, R5457_pSF-Lenti-EF1aplha-EGFP-KanR, R5490_pSF-Lenti-EFS-EGFP-KanR, R5494_pSF-Lenti-SFFV-EGFP-WPREmut6-KanR, R6646_pSF-Lenti-MND-EGFP-WPREmut6-KanR, R7385_pSF-Lenti-SV40-Puro-EF1alpha-EGFP-WPREmut6-KanR, or other versions as indicated by the Licensor): these transfer Plasmids may be modified by swapping EGFP for a desired Gene of Interest (GOI) in the relevant Plasmid (between the promoter driving the GOI and the 3’ITR, in the case of the AAV transfer plasmids, or the 3’LTR, in the case of the LVV transfer plasmids) to yield new transfer Plasmid derivatives. These Plasmid derivatives may be transformed, amplified, and propagated using standard molecular approaches solely as required to establish the new construct and used only for research purposes. In no event shall the provision of the Plasmids be considered to grant, express or implied, permission to GMP or non-GMP manufacture, reproduce or copy the Plasmids in any way unless a separate licence agreement has been granted by Licensor. For the sake of clarity: a. lab scale plasmid prep of Transfer Plasmid engineered with new Gene(s) of Interest is permitted only at the customer’s facility; b. No amplification/reproduction of other (non-transfer) Plasmids is permitted, c. No other modifications to the plasmid or its backbone are permitted, except GOI cloning at the site specified above.
6. Licensee may not file or prosecute any patent application in any jurisdiction with claims that are directed to, cover, or read on the Plasmids, their backbone, or derivatives thereof.
7. Licensor may terminate this LULL immediately upon written notice if Licensee breaches any term. Upon termination, Licensee shall promptly destroy all Plasmids and all copies, progeny, and derivatives in its possession or control and certify such destruction in writing.
8. Unless earlier terminated under Clause 8, Plasmids supplied under this LULL may be used indefinitely for Research Purposes, subject at all times to compliance with this LULL.
9. Disclaimer of Warranties. The Plasmid is provided “as is” without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensor makes no representations or warranties that the use of the plasmid will not infringe any patent or other proprietary rights.
10. Limitation of Liability. In no event shall Minaris Advanced Therapies be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or use, incurred by the customer or any third party, whether in an action in contract or tort, arising from the customer’s use of the plasmid.
11. Notwithstanding anything to the contrary, Licensor’s total aggregate liability for any and all claims arising out of or in connection with this LULL, whether in contract, tort, strict liability, or otherwise, shall not exceed the amount actually paid by Licensee to Licensor for the Plasmids that are the subject of the claim.\

Licensor also offers royalty-free GMP-grade Plasmids (AAV and Lentivirus Packaging plasmids). For additional terms and conditions related to these royalty-free GMP-grade Plasmids, please contact us at uk_business@minaris.com or visit https://www.minaris.com/contact/.