Limited License for Method for Detection of Transgenic DNA
- By checking the “Agree” box you on behalf of your organization (collectively “Licensee”) are granted a non-transferable, limited, non-exclusive, royalty-free license (“License”) by the member company listing the method(s) (“Company”a) to use the method(s) and information disclosed to you through this portal for the sole purpose of detecting the presence or absence of the indicated transgenic DNA in order to establish seed purity, grain quality, or purity or quality of other agricultural products at any stage of research, development or commercialization.
- By checking the “Agree” box, Licensee represents and warrants that it will not use the method(s) and information, or any variation derived therefrom, in any fee-for-service transaction between it and any third party. For purposes of the preceding sentence, third parties do not include Affiliatesb of the Licensee. Furthermore, Licensee will neither commercialize nor develop for commercialization any kit or other embodiment of the method(s) and information, whether by sale, distribution for commercial purposes, or otherwise. In addition Licensee agrees that if it modifies the method(s) in any manner without the express written permission of the Company, Licensee does so at its own risk.
- Except as permitted herein, this License excludes all rights to use the method(s) and information to conduct research or to create, produce, or commercialize new events or products. In the event of a breach of this License, in addition to any other remedy available to Company, Company is hereby granted a paid-up, exclusive worldwide license, with the right to sub-license, all patents, data rights, technology, materials, and other IP resulting from the breach.
- Licensee also agrees and confirms that the method(s) and information obtained hereunder are provided as-is and without any warranty, express or implied, of any kind or for any purposec; and that in no event shall the Company be liable for any use of the method(s) or information, nor for any consequence of such use, by Licensee or its Affiliate(s), but that the same shall defend, indemnify and hold harmless the Company from, e.g., any resulting loss, damage, or claim.
- Licensee affirms that it will act in good faith and will not exceed the reasonable scope of rights to use the method(s) and information for adventitious presence testing. Licensee also understands that this License is terminable at will by the Company for any purpose or for any reason and that, upon receipt by Licensee of written notice from the Company providing notification of License termination, Licensee will cease and desist from all use of the method(s) and information disclosed to you through this portal until further notice.
a. Company – The Company is BASF Plant Science Company GmbH.
b. Affiliates – An Affiliate in this License shall mean any entity controlling, controlled by, or under common control with the Licensee, wherein “control” means the direct or indirect ownership of fifty percent (50%) or more of the voting rights of an entity, or the power to nominate half or more of its directors, or the power otherwise to determine the policy of an entity.
c. Disclaimer of Warranty – This Disclaimer of Warranty means among other things, that if third-party intellectual property (IP) is required in order to practice the method(s), the Licensee is responsible to and will obtain the rights to use that IP prior to practicing the method(s); this License provides no such rights.