Limited Use Label Licenses

Limited Use Label License No: 521 GeneArt® Precision TALEN™ Products

Limited Use Label License 521:

The purchase of this product conveys to the buyer limited, non-transferable rights under certain TALEN™ technology owned and/or controlled by Cellectis SA (including patents owned by the University of Minnesota and Iowa State University) and licensed to Life Technologies Corporation to use this product and components of this product only to perform internal research for the sole benefit of the buyer. The buyer may also use standard molecular biology techniques to make additional copies of this product for purposes of internal research for the sole benefit of the buyer, except the buyer may not modify the sequence of the TAL effector within this TALEN™ product. The buyer cannot sell or otherwise transfer (a) this product, (b) its components, or (c) materials, cells, or organisms made using this product or its components (including but not limited to Plants in all cases hereunder) to a third party, or otherwise use this product, its components, or materials, cells, or organisms made using this product or its components for any Commercial Purpose or Development Purpose with the sole exception that buyer may transfer this product, its components, and/or materials, cells, or organisms made using this product or its components to (i) the buyer’s legal affiliates and/or (ii) a scientific collaborator, provided that each such legal affiliate and/or scientific collaborator agrees in writing (1) not to transfer such product, its components, or materials, cells, or organisms made using such product or its components to any third party, and (2) to use such product, its components, and materials, cells, and organisms made using such product and/or its components solely for research as set forth in this limited use label license and not for Commercial Purposes or Development Purposes. If this product is subject to multiple limited use label licenses, the terms of the most restrictive limited use label license shall control.

“Commercial Purpose” means any activity for consideration, including but not limited to: (a) any use, directly or indirectly, in manufacturing, production, production of biomolecules, or quality control; (b) any use to provide a service, information, or data for consideration (c) any use for therapeutic, diagnostic or prophylactic purposes; or (d) any sale, resale, leasing, or licensing, whether or not for research purposes.

“Development Purpose” means any: (a) clinical activity following IND-enabling preclinical toxicological studies or equivalents thereof; (b) activity in any agricultural field trial, including any such field trial that would be subject to regulation by the United States Department of Agriculture if the plants were to constitute genetically engineered organisms under 7 C.F.R. § 340 (or any successor regulation); (c) activity directed towards the submission of data generated using a Plant to the United States Department of Agriculture, or any equivalent regulatory agency outside of the United States, in support of an application for clearance, approval or deregulation by such agency; (d) scale-up activities, the primary focus of which is to increase from small-scale to production-scale; or (e) any use of pigs, cattle or sheep cells or pig, cattle, or sheep animals generated using this TALEN™ product for (i) agricultural food applications, or (ii) animal models and biomaterials models used for research and development of therapeutic compounds or protocols, and production of non-cellular products or proteins for therapeutic, cosmetic or neutraceutical applications.

“Plant” means any eukaryotic plants, plant tissues or plant cells, including green algae, belonging to the plant kingdom defined as Viridiplantae, including any progeny (propagated through any number of generations) or unmodified derivatives of such plants, tissues or cells. For clarity, fungi or blue-green algae are specifically excluded from this definition.

For information on obtaining rights to TALEN™ technology for any use not permitted herein, except use in the therapeutic field and in Plants, please contact Life Technologies at outlicensing@thermofisher.com, Licensing and Commercial Supply, Thermo Fisher Scientific, 5823 Newton Drive, Carlsbad, CA, 92008, United States.

For information on obtaining rights to TALEN™ technology for any use in the therapeutic field, please contact Cellectis SA at business.development@cellectis.com.

For information on obtaining rights to TALEN™ technology for any use in Plants not permitted herein, please contact Cellectis Plant Sciences, Inc. at businessdevelopment_cps@cellectis.com.