ADDITIONAL LICENSING AND USE RESTRICTIONS FOR END USERS

 

BY ACCEPTING DELIVERY OF THE MICE YOU ACCEPT THE TERMS AND CONDITIONS BELOW.

LICENSE TO USE THE MICE.  IMPORTANT INSTRUCTIONS — READ CAREFULLY: This is a legal agreement between you ("End User") and GE Healthcare UK Ltd ("GEHC") to use MICE containing materials containing fluorescent proteins and/or genes covered by patents owned or controlled by GEHC which are provided to you by GEHC’s sub-licensee, Applied NeuroSolutions, Inc, ("Sub-Licensee") under the following terms and conditions:

1.  Controlling Terms.  Any terms or conditions set forth by Sub-Licensee in any writing or otherwise, including any purchase order, acknowledgment or confirmation, which are different from or in addition to those contained herein shall (as between End-User and GEHC) be null and void and shall have no binding effect whatsoever, unless agreed to in writing by GEHC.  Absent such separate written agreement, such different or additional terms are hereby rejected by GEHC.

2.  Warranties. The End User hereby irrevocably represents, warrants and undertakes to GEHC as follows:-

     2.1     unless it is a university, government agency or other similar not for profit organization, the End User has a valid and subsisting in-license under which it is entitled to receive and use the MICE for the purposes specified in the license and that it will maintain such license in accordance with its terms during all times when it has possession, control or use of the MICE;

     2.2     The End User will not transfer any MICE to any third party save as may be expressly authorized in a separate written agreement with GEHC;

     2.3 The End User will keep and use the MICE in accordance with these restrictions and limitations and, if appropriate, in accordance with its aforesaid in-license. .

3.  Warranty of Existing License.  The Transgenic Animals may be covered by one or more of the following patents: (1) US 6 172 188, EP 851874,  US 5 958 713 and EP 0815257, and under international patent application PCT/EP01/06848 and other pending and foreign patent applications; and (2) US 5 625 048, US 5 777 079, US 5 804 387, US 5 968 738, US 5 994 077, US 6 054 321, US 6 066 476, US 6 077 707, US 6 090 919, US 6 124 128, US 6 319 669, US 6,403,374, EP 0804457, EP 1104769, JP 3283523, U.S. 5491084, US 6146826, published international application WO95/07463, and other pending and foreign patent applications.  By entering into this Label License Agreement, End User acknowledges that the MICE are so covered.

4.  Excluded Fields.   No permission is granted hereunder for the use of the MICE for the provision of services to third parties, or: in agrochemistry, environmental and veterinary applications, in diagnostics, in or with plants (including plant cells) and/or uses related to food products, flavors, fragrances and/or taste enhancers (together the "Excluded Fields").

5.  Use by the End User.  Subject to Clause 4 above End User will use the MICE solely for the discovery and development of human therapeutics outside the Excluded Fields by End User and will not sell, transfer, disclose or otherwise provide access to the MICE or any materials containing fluorescent proteins and/or genes covered by patents owned or controlled by GEHC to any third party or entity.  Unless expressly licensed herein or in a separate written agreement with GEHC, End User shall not have the right to authorize any third party to make, use or sell any materials or any analogs or derivatives thereof containing fluorescent proteins and/or genes covered by patents owned or controlled by GEHC.

6.  Disclaimer of Warranties.  GEHC HEREBY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT, TITLE, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.  Limitation of Liability.  IN NO EVENT SHALL END USER BE ENTITLED TO RECOVER FROM GEHC ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF: PROFIT, OPPORTUNITY, BUSINESS, SAVINGS OR REPUTATION) IN CONNECTION WITH THIS AGREEMENT OR THE LICENSE GRANTED HEREUNDER.

8.  Governing Law and Venue.  This license shall be governed by, and construed and enforced in accordance with the laws of England, Any action or proceeding arising from or relating to this license shall be brought in the Courts of England and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.