1.1 The Product is sold for internal research and development use only and may not be used for commercial production, clinical, diagnostic, therapeutic, or human/animal use, unless explicitly licensed or authorized in writing by Seller.

1.2 Buyer shall use the Product solely within its own organization and only by personnel qualified in relevant biosafety and laboratory practices.

1.3 Buyer shall maintain accurate internal records of Product use and access for auditing upon Seller’s reasonable request.

2.1 Buyer shall not resell, distribute, transfer, or sublicense the Product or any of its components, progeny, or derivatives to any third party, whether directly or as part of a larger product, without Seller’s prior written consent.

2.2 Buyer shall not create or commercialize derivative cell lines, gene-edited variants, or recombinant materials derived from the Product for distribution or sale without an executed commercial license agreement with Seller.

2.3 Buyer may not deposit the Product or derivatives into public or private repositories without written permission from Seller.

3.1 The Product is proprietary to Seller and is provided under a limited, non-exclusive, non-transferable license for internal research use.

3.2 No rights are granted under any Seller patents, trademarks, trade secrets, or copyrights except as explicitly described herein. All rights not expressly granted remain the property of Seller.

3.3 Use of the Product in connection with the development or manufacture of commercial products (e.g., drugs, diagnostics, biologics) will require a separate commercial use license from Seller.

4.1 Buyer shall not disclose any proprietary information, protocols, or Product composition details provided by Seller to third parties without Seller’s prior written approval.

5.1 Buyer is solely responsible for ensuring that its use, storage, and disposal of the Product complies with all applicable laws, regulations, and institutional biosafety standards in its jurisdiction.

5.2 Buyer represents that it has the necessary facilities, licenses, and trained personnel to safely handle and use the Product.

6.1 Seller warrants that the Product will conform to its specifications at the time of shipment.

6.2 EXCEPT AS EXPRESSLY PROVIDED ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.1 To the fullest extent permitted by law, Seller’s liability under this Agreement shall be limited to the purchase price of the Product. In no event shall Seller be liable for indirect, incidental, special, or consequential damages, including lost profits or business interruption, arising from or related to use of the Product.

8.1 Buyer agrees to defend, indemnify, and hold harmless Seller, its affiliates, officers, and employees from any claims, liabilities, or expenses (including legal fees) arising from Buyer’s use, handling, modification, or transfer of the Product.

9.1 Seller reserves the right to terminate this Agreement and Buyer’s license to use the Product immediately if Buyer breaches any term. Upon termination, Buyer shall cease all use and, if requested, return or destroy remaining Product material.

10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflict of laws principles.

10.2 Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts located in Pennsylvania.

11.1 This Agreement constitutes the complete and exclusive agreement between Seller and Buyer with respect to the Product and supersedes all prior agreements, written or oral. No amendment or waiver shall be effective unless signed in writing by both parties.