The Brigham and Women's Hospital, Inc. 

ACADEMIC RESEARCH USELICENSE AGREEMENT

Access to and/or use of these DNA Sequences (defined below) is conditioned on acceptance of all the terms and conditions in this Agreement (the Agreement). This Agreement contains terms that apply to the individual accepting and agreeing to these terms and the academic institution or entity which employs or is otherwise affiliated with such individual (Licensee). The individual accepting and agreeing to the terms of this Agreement hereby represents and warrants that such individual is duly authorized to bind legally himself or herself, and Licensee, to this Agreement.

The Brigham and Women's Hospital, Inc., is a Massachusetts charitable corporation, with a principal place of business at 75 Francis Street, Boston, MA 02115 (Licensor). These DNA Sequences were generated in the laboratory of Dr. Martha Bulyk, Division of Genetics, Department of Medicine, Brigham and Women's Hospital and Licensor is willing to permit the Principal Investigator (defined below) at Licensee's academic, not-for-profit institution to use these DNA Sequences for Research and Educational Purposes only (defined below).

Certain Definitions . As used in this Agreement, the following terms shall have the following meanings:

(a) " Affiliate " with respect to either party means any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that party. The term "control" shall mean the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise.

(b) " Designated Site " means Principal Investigator's laboratory/office at Licensee's premises.

(c) " Patent Rights " means Licensor's rights in the patent applications that may have already been filed on the DNA Sequences including any provisional, utility, division or continuation (but not including continuation-in-part) application, or any foreign patent application or Letters Patent or the equivalent thereof issuing thereon, or reissue, reexamination or extension thereof.

(d) " Research and Educational Purposes " means the furtherance of Licensee's internal, non-commercial research and educational projects to be undertaken and supervised by a principal investigator at Licensee ("Principal Investigator") and employees and agents of Licensee under Principal Investigator's direction at the Designated Site, and not with or on behalf of third parties including research sponsored by a company.

(e) " DNA Sequences " means the set of 41,944 DNA sequences generated in the laboratory of Dr. Martha Bulyk, Division of Genetics, Department of Medicine, Brigham and Women's Hospital and being made available under this academic license including any Unmodified Derivatives thereof and any part of the foregoing incorporated into Modifications.

(f) "Unmodified Derivatives" means substances created by the Principal Investigator or Licensee which constitute an unmodified functional subunit or product expressed by the DNA Sequences. Some examples include: subclones of unmodified cell lines, purified or fractionated subsets of the DNA Sequences, proteins expressed by DNA/RNA supplied by the Licensor, or monoclonal antibodies secreted by a hybridoma cell line.

(g) "Modifications" means substances created by the Principal Investigator or Licensee which contain/incorporate the DNA Sequences.

(h) Effective Date: The date of acceptance of this Agreement by the individual accessing/downloading the DNA Sequences.

2. License Grant . Subject to the terms and conditions contained in this Agreement, Licensor hereby grants to Licensee, under Licensor's rights, a nonexclusive, nontransferable, nonsublicensable, royalty-free license to make and use DNA Sequences solely for Research and Educational Purposes at the Designated Site only.

 

 

3.        Title and Ownership. The DNA Sequences may be subject to Patent Rights and other proprietary rights of Licensor. Except to the extent of the limited non-exclusive license provided for in this Agreement, Licensor shall retain all of its rights, title and interest in and to the DNA Sequences. This Agreement does not grant any rights in or to any intellectual property owned or licensed by Licensor except those rights expressly granted hereunder, and except as specifically set forth in this Agreement, Principal Investigator and Licensee shall have no other rights in or to the DNA Sequences nor any underlying intellectual property.

 

Ownership of Modifications and derivatives of the DNA Sequences will be negotiated in good faith by the Licensor and Licensee depending upon (a) their relative contribution to the creation of said Modifications and derivatives of the DNA Sequences; and (b) any applicable laws relating to inventorship.

 

4.        Conditions. As a condition to the license granted hereunder, Licensee and Principal Investigator shall comply at all times with each of the following:

 

(a)        Principal Investigator and Licensee shall make and use the DNA Sequences solely for Research and Educational Purposes at the Designated Site only. Commercial synthesis of DNA Sequences or arrays containing DNA Sequences may require a commercial license with Licensor. As such, prior to any commercial synthesis or commercial use of DNA Sequences or arrays containing DNA Sequences, Principal Investigator and Licensee shall negotiate a commercial license with Licensor.  

 

(b)        Neither Principal Investigator nor Licensee shall use the DNA Sequences for any purpose other than Research and Educational Purposes.

 

(c)        Principal Investigator and Licensee shall not sell, license, distribute, rent, lease, grant a security interest in, sublicense or otherwise transfer or permit any third party (other than Licensee’s own employees, students and fellows under Principal Investigator’s supervision solely in connection with permitted activities at the Designated Site) to access or use all or any portion of the DNA Sequences in any form or any of the rights therein or thereto.

 

(d)        Principal Investigator and Licensee understand and agree that this  Agreement does not grant any rights with respect to rights of third parties that may be required to make and use these DNA Sequences and accordingly Licensee and Principal Investigator, understand and agree that they are solely responsible for obtaining any permissions/licenses from third parties which are necessary to make and use the DNA Sequences.

 

(e)        Principal Investigator and Licensee shall exercise their respective rights pursuant to this Agreement in compliance with all applicable governmental laws, regulations and orders, including without limitation those relating to export and import control.

 

(f)        Principal Investigator and/or Licensee shall notify Licensor promptly if it becomes aware of any unauthorized access to or use or transfer of the DNA Sequences.

 

5.        Limitations.

 

PRINCIPAL INVESTIGATOR AND LICENSEE ACKNOWLEDGE THAT THE DNA SEQUENCES HAVE  BEEN DESIGNED FOR RESEARCH PURPOSES ONLY AND HAVE  NOT BEEN REVIEWED OR APPROVED BY THE FOOD AND DRUG ADMINISTRATION OR BY ANY OTHER AGENCY, AND FURTHER ACKNOWLEDGE THAT CLINICAL APPLICATIONS ARE NEITHER RECOMMENDED NOR ADVISED.

 

6.        Publication and Patent Filings. Principal Investigator may publish and present the results of Principal Investigator’s use of the DNA Sequences in peer-reviewed journals. Principal Investigator agrees to acknowledge the source of the DNA Sequences in such publications or presentations in accordance with standard academic practice.

 

In the event Licensee files a patent application on any inventions made using the DNA Sequences, Licensee will promptly notify Licensor of such filing, to determine what role, if any, Licensor had in creating the invention. 

 

7.        Commercial Licenses. In the event that Principal Investigator and/or Licensee becomes aware of a potential third party commercial licensee for the DNA Sequences Licensee shall inform Licensor in writing of all details.

 

8.        Term and Termination. This Agreement and the license granted by Licensor hereunder shall commence on the Effective Date and continue in effect until terminated by either party as provided herein. Licensee may terminate this Agreement at any time by destroying all copies of the DNA Sequences and notifying Licensor in writing of such destruction. Licensor may terminate this Agreement upon sixty (60) days prior notice to Principal Investigator and/or Licensee if Principal Investigator and/or Licensee does not comply with any of the material provisions of this Agreement and such breach remains uncured at the end of such sixty (60) day period, provided however that in the case of any breach of this Agreement that Licensor in its reasonable judgment deems uncurable, Licensor may terminate this Agreement immediately upon notification to Licensee. Also, Licensor may terminate this Agreement by notice to Principal Investigator or Licensee, or by posting a notice of termination on Licensor's website, in the event Licensor determines that such termination is reasonable and advisable (e.g., to protect third party rights). Upon any such termination, Principal Investigator and Licensee shall immediately cease all uses of the DNA Sequences and any portion thereof, and shall return or destroy all copies of the DNA Sequences and any portion thereof and, if so requested, provide written certification of such destruction to Licensor.

 

9.        Disclaimer. THE DNA SEQUENCES ARE BEING PROVIDED “AS IS� AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE DNA SEQUENCES WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS.  Principal Investigator and Licensee accept the DNA Sequences free of charge and on an "AS IS" basis. Principal Investigator and Licensee understand and acknowledge that the DNA Sequences are  experimental, are NOT FOR USE IN HUMANS, may contain errors, may have hazardous properties and are  subject to further development and revision and agree to assume the entire risk as to their use of the DNA Sequences. Licensor does not guarantee the accuracy of the DNA Sequences, or of any results or data, and assumes no obligation to notify Principal Investigator and/or Licensee of any errors in the DNA Sequences; enhancements or other modifications that may be made to the DNA Sequences .  

 

10.        Limitation of Liability; Indemnification. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES, STUDENTS OR AGENTS (“LICENSOR’S PERSONNEL�) BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY RELATED TO THE DNA SEQUENCES , EVEN IF LICENSOR OR ANY OF LICENSOR’S PERSONNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR REGULATION, LICENSEE AND PRINCIPAL INVESTIGATOR ASSUME ALL LIABILITY FOR PRINCIPAL INVESTIGATOR AND/OR LICENSEE’S MAKING AND USING THE DNA SEQUENCES,  AND AGREE TO INDEMNIFY AND HOLD HARMLESS LICENSOR AND EACH OF LICENSOR’S PERSONNEL FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, DEMANDS AND JUDGMENTS ARISING THEREFROM.

 

11.        Independent Status. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute either party an agent, employee or legal representative of the other party for any purpose whatsoever.

 

12.        Use of Name. Except as expressly provided in this Agreement or pursuant to specific prior written permission of the applicable party, neither party shall use any of the names, logos or trademarks, or any adaptation thereof, of the other party or any of its Affiliates, or of any trustee, director, officer, staff member, employee, student or agent thereof, or of any funding agency, in any advertising, promotional or sales material or publicity or in any document employed to obtain funds or financing, or to endorse or promote research results or products produced in whole or in part by the use of the DNA Sequences or derived from or based on the DNA Sequences. For Licensor, such permission shall be obtained from Licensor’s Chief Public Affairs Officer.

 

13.        U.S. Government Rights. The license granted under this Agreement is subject to any rights that the U.S. Government might have in the DNA Sequences.

 

14.        General. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, superseding and merging any prior oral or written understandings between the Parties with respect thereto. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive any termination of this Agreement. This Agreement may be modified or amended only in a writing signed by duly authorized representatives of both parties hereto. If any part of this Agreement is adjudged to be invalid or unenforceable, the parties intend that such invalidity shall not affect any other provision hereof. Any waiver or failure of either party to assert a right hereunder shall not constitute a waiver or excuse a similar failure in any other circumstance. Principal Investigator and Licensee shall not assign any of their respective rights or obligations under this Agreement without the prior written consent of Licensor. Except to the extent prohibited by law or regulation, this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, excluding its provisions regarding the conflicts of laws, and each party consents to the exclusive jurisdiction and venue of courts in Boston, Massachusetts in all disputes relating to this Agreement. Headings in this Agreement are for convenience only and are not intended to be used to interpret or construe this Agreement.

Important note: the various papers and datasets covered in this database have employed a variety of universal array designs created using various deBruijn sequences. Users interested in the 60-mer probe sequences should download the probe sequences associated with the particular datasets or papers of interest.

Download data if you agree to the conditions stated above.

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