LIMITED USE LABEL
LICENSE AGREEMENT
LIMITED USE LABEL LICENSE AGREEMENT (“LULL”)
FOR CELL LINES ENGINEERED BY HORIZON DISCOVERY LTD (“HORIZON”)
APPLICABLE IN ALL TERRITORIES EXCEPT FOR JAPANBEFORE USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LULL.
YOUR USE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESETERMS AND CONDITIONS.
In this LULL the following shall mean:“Commercial Use” any and all uses of the Licensed Materials, by the Licensee for monetary or other consideration,including but not limited to (i) Manufacturing of a product for sale, and (ii) Sale of the Licensed Materials, whether or not
such sale is limited for use in research, and (iii) Provision of a service to a third party involving Licensed Materials thatgenerates any information or data;“Derivatives” any substances which constitute a sub-unit or product expressed by the Licensed Materials including but notlimited to proteins or nucleic acids;“Diagnostic Use” any and all uses of the Licensed Materials, by the Licensee for the development or implementation ofassays intended for diagnostics use, including but not limited to: (i) Development of platforms or assays intended for
diagnostic use; and (ii) Validation or verification of platforms or assays intended for diagnostic use; and (iii) Developmentof reagents intended for diagnostic use;
“Licensed Materials” are the Product, Progeny, Modifications or Derivatives of the Product;“Licensee” the individual or legal entity purchasing the Product;“Modifications” any modifications of the Product;“Product” the cell line(s) purchased by Licensee from Horizon or its distributors under the terms of this LULL; OR cells
modified by Horizon using CRISPR technology and provided to the Licensee under the terms of the Agreement (includingthis LULL).
“Progeny” any unmodified descendant form of the Product;“Third-Party Contractors” a contractor engaged by Licensee conducting services solely for Licensee's benefit and which
is bound with Licensee by a contractual relationship whose terms are consistent with and as stringent as the terms of thisLULL.
1. The purchase of the Product grants the Licensee the non-exclusive, non-transferable, non-sublicensable license touse the purchased Product for Licensed Research only (see definition below) subject to the conditions set out inthis LULL. Licensee’s right to use this Product is subject to the following conditions and restrictions:“Licensed Research Use” means any USE FOR RESEARCH PURPOSES ONLY, other than:a) Licensing, selling, distributing, or otherwise providing or transferring the Product or Modifications to any third
party, whether or not such transfer is limited for use in research; orb) Manufacture of a commercial product including derivatives produced using the Product; orHorizon Discovery
8100 Cambridge Research Park,
Waterbeach, Cambridge,
CB25 9TL, United Kingdom
horizondiscovery.com

t + 44 (0) 1223 976 000
f + 44 (0) 1223 655 581
e orders@horizondiscovery.com
e technical@horizondiscovery.com

LIMITED USE LABEL
LICENSE AGREEMENTc) Provision of commercial services to a third party for monetary gain, including but not limited to delivery ofresearch results from use of the Product; ord) Use as treatment, diagnostic, or prophylactic of a human or animal.
2. Licensee will use the Product in compliance with all applicable laws and regulations, including applicable humanhealth and animal welfare laws and regulations.
3. Licensee shall be permitted to provide the Product to a Third Party Contractor who utilizes the Product for the sole
benefit of the Licensee, provided however that a legal agreement is in place and in force between Licensee and theThird-Party Contractor, whose terms will provide that the ownership of the Product is not transferred to the ThirdParty Contractor and Licensee can require the return of the Product at any time.
4. Licensee will indemnify, defend and hold harmless Horizon and its licensors against any liability, damage, loss orexpense (including reasonable attorneys’ fees and expenses) incurred by or imposed upon them by your use of theProduct.
5. The terms of this LULL shall commence on the day the Product is received and continue in perpetuity. Horizon
may terminate this LULL with immediate effect by providing notice to Licensee at any time, should Licensee
breach any provisions of this LULL.

6. Except for the rights granted under this LULL, no other rights are transferred to Licensee in relation to the Licensed
Materials. Any data generated by the Licensee using the Licensed Materials, are owned by the Licensee, subject tothe use restrictions set forth herein.
7. FOR HAPLOID CELL LINES (including the KBM7, HAP1 and eHAP cell lines) ONLY: In addition to theabove, no haploid Licensed Materials, shall be used for the following “Restricted Activities”:
a. Any therapeutic or prophylactic, human or veterinary use;b. Only for commercial entities: Any target identification, drug discovery, or drug development fortherapeutics directed toward infectious disease.
7.1. Any use of haploid Licensed Materials for performing Restricted Activities requires a separate license from theWhitehead Institute for Biomedical Research (“Whitehead”) or one of its licensees having rights to perform
Restricted Activities with the Licensed Materials, and Whitehead or its exclusive licensees having rights toperform Restricted Activities, if any, will be express third-party beneficiaries of the foregoing RestrictedActivities. The foregoing restrictions amount to a restricted license under applicable patent and otherintellectual property rights.
7.2. Furthermore parental haploid cell lines shall not be permitted to be transferred to a Third Party Contractor forthe purposes of genetic screening.
8. THE PRODUCT IS SUPPLIED "AS IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR
A PARTICULAR PURPOSE OR THAT THE PRODUCT IS FREE FROM ANY THIRD-PARTY CLAIMS.

Horizon Discovery
8100 Cambridge Research Park,Waterbeach, Cambridge,
CB25 9TL, United Kingdom
horizondiscovery.com

t + 44 (0) 1223 976 000
f + 44 (0) 1223 655 581
e orders@horizondiscovery.com
e technical@horizondiscovery.com

LIMITED USE LABEL
LICENSE AGREEMENT

9. In no event shall Horizon or its affiliates, directors, officers or employees or their respective representatives be liable
to Licensee or its affiliates, whether based in contract, tort, warranty or any other legal or equitable grounds, for any
loss of income, profit or savings or cost of capital of Licensee or its affiliates, for any direct, indirect, incidental orconsequential damages resulting from or relating to the Product or Licensee’s use thereof.
10. Upon termination of the LULL, for any reason, the Licensed Materials must be destroyed and notification of such
destruction provided to Horizon.
11. The terms of this license incorporate and are subject to Horizon’s terms and conditions which can be accessed athttps://horizondiscovery.com/-/media/Files/Horizon/legal/horizon-discovery-product-terms-conditions.pdf. The termsof this license shall be governed in accordance with English Law and the English court shall have exclusive jurisdiction
on any disputes arising out of or in connection with this LULL.
For any use of the Product outside the terms of this LULL, including any commercial, diagnostic, therapeutic orprophylactic uses, please contact: Horizon Discovery Ltd., 8100 Cambridge Research Park, Waterbeach, Cambridge,
CB25 9TL, United Kingdom.

Horizon Discovery
8100 Cambridge Research Park,
Waterbeach, Cambridge,
CB25 9TL, United Kingdom
horizondiscovery.com

t + 44 (0) 1223 976 000
f + 44 (0) 1223 655 581
e orders@horizondiscovery.com
e technical@horizondiscovery.com