The following is the terms of Use and Limited licenses provided by our licensors which
GenAhead Bio wishes our clients to observe for the request of genome editing.
Page No.:3/3(vii) the Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI
Indemnitees against any liability, damage, loss, or expense (including without limitation reasonable
attorneys’ fees and expenses) incurred by or imposed upon any of the Indemnitees or HHMI
Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands orjudgments arising out of or related to the exercise of any rights granted to the Limited Licensee
under the Limited License or any breach of the Limited License by such Limited Licensee,
provided that, to the extent the foregoing is not permitted by law, the Limited Licensee agrees, tothe extent permitted by law, that it, and not the Indemnitees or HHMI Indemnitees, as applicable,
shall be responsible for any liability, damage, loss or expense arising out of or related to theexercise of any rights granted to the Limited Licensee under the Limited License or any breach of
the Limited License by Limited Licensee; and(viii) the Product and its use may be the subject of one or more issued patents or pending patentapplications owned by one or more Institutions and the purchase of the Product does not convey alicense under any claims in the foregoing patents or patent applications directed to the Product oruse, production, or commercialization thereof, except as expressly set forth in the Limited License.
Any Product sold or otherwise transferred by GenAhead Bio shall have a limited use label that isconsistent with the preceding sentence. The Limited License shall not contain any restrictions on the useof Products by non-profit institutions other than those set forth in the foregoing clauses (i) – (viii),including without limitation any reach-through rights (including without limitation any right to receivepayment) with respect to products or discoveries made, discovered, derived, identified, or selected using
such Products. Any sale or other transfer of any Product by GenAhead Bio or its Affiliates to a ThirdParty, or to an Affiliate that is the final purchaser or transferee of the Product, that is not subject to a
Limited License is hereby deemed a material breach of GenAhead Bio’s obligations under thisAgreement.
For clarity, to the extent the performance, sale or offer for sale of any Process involves the sale, provision,or other transfer of a Product to a Limited Licensee by GenAhead Bio or its Affiliates, such Product shallbe transferred subject to a Limited License. Nothing in this Limited License shall be construed to confer
any rights upon Limited Licensee by implication, estoppel, or otherwise as to any technology or patentrights of Broad or any other entity other than the Intellectual Property. In addition, nothing in this Limited
License shall be construed to confer upon Limited Licensee or any Third Party any rights under or to theIntellectual Property outside of the Field“Broad” means BROAD INSTITUTE, HHMI means Howard Hughes Medical Institute and “Institutions” means
BROAD INSTITUTE, Massachusetts Institute of Technology, Harvard College, The University of Iowa Research
Foundation, The University of Tokyo, The Rockefeller University, New York University, New York Genome Center,and Whitehead Institute of Biomedical Research collectively.

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info@genaheadbio.com