Limited Use Label License #001:
Evrogen fluorescent protein products

Non-exclusive license agreement for Evrogen fluorescent protein products

This non-exclusive non-transferable License Agreement ("License Agreement") is the legal agreement between your organization (hereinafter Licensee), and Evrogen JSC (hereinafter "Evrogen") covering your use of the Evrogen Fluorescent Protein products and its components, derivatives or modifications ("Product").

By opening the container enclosing the Evrogen Fluorescent Protein products you accept the terms and conditions below:

Field of Use. The Product is for Research Use Only by Licensee.
"Research Use Only" means research that is not-for-profit, internal research, or research for evaluation purposes. The Research Use Only specifically excludes using the Product by the Licensee in any activity for consideration.

Non-Exclusive Rights. This license granted by Evrogen to Licensee is non-exclusive to Licensee.

License Term. The term of the license is as follows:

A. If Licensee is a Not-for-Profit entity, the term of the license shall be for as long as it takes Licensee to use the Product in accordance with the terms and conditions of this License Agreement.

B. If Licensee is a For-Profit entity, the term of the license shall be for SIX MONTHS, non renewable, from the date of receipt of the Product. If, after six months, Licensee wishes to continue to use the Product, Licensee wishes to purchase additional Products, or Licensee wishes to use the Product outside the "Research Use Only" field, Licensee shall contact Evrogen at license@evrogen.com for negotiation of an extended license.

Prohibited uses of the Product. Licensee agrees that it will not:

A. offer the Product for resale; or distribute, transfer, or otherwise provide access to the Product to any third party for any purpose, including transfer of the Product as a component of a kit;

B. use the Product to provide a service, information or data (including screening and profiling services);

C. use the Product in manufacturing, including use of the Product in quality control or quality assurance procedures;

D. use the Product for diagnostic or therapeutic purposes.

Property Rights. The Product is covered by Evrogen Patents and/or Patent applications pending ("Licensed Patents"). Evrogen retains all rights under Licensed Patents not expressly granted herein.

Compliance with laws, precautions. Licensee shall use the Product in strict accordance with all applicable state and federal laws, regulations and guidelines. Licensee understands that the Product is a biotechnologically-engineered product and, as such, should be used with the caution and prudence used for other such products. The Product should not be used for diagnosis of disease or for treatment in humans.

Limited Warranty. Nothing in this Agreement is construed as:

A. a warranty or representation that any method or anything made or used under any license granted in this License Agreement is or will be free from infringement of patents, copyrights, or other rights of third parties;

B. an obligation to bring suit against a third party for any reason; or

C. an obligation to furnish any technology or technological information.

EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT, EVROGEN MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification. Licensee will indemnify, hold harmless, and defend Evrogen, and its respective trustees, officers, employees, and agents against all claims for death, illness, personal injury, property damage, pr improper business practices arising out of the use or other disposition of the Product.

Limitation of Liability. Evrogen will not be liable for any indirect, special, consequential, or other damages whatsoever, whether grounded in tort (including negligence), strict liability, contract, or otherwise. Evrogen will not have any responsibility or liability whatsoever with respect to Licensee's research or damages thereto suffered in connection with the Product or this License Agreement.

Governing Law. This License Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Russian Federation.