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UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 1 of 1
NON-EXCLUSIVE TECHNOLOGY LICENSE AGREEMENT INSTRUCTIONS
Below is the express license for UT Southwestern-owned HCC Cancer Cell Lines developed by Dr. John D. Minna and Dr. Adi F. Gazdar that are
deposited at ATCC. Please fill in with your company information as well as the identity of the HCC Cancer Cell Lines to be licensed (including the ATCC
catalog number), and return to technologydevelopment@utsouthwestern.edu for review.
Please note:
Fill in all blanks except:
-AGT. NO. blanks in the header on each page
-AGT. NO. blank under AGT. Title on first page
-U
T Southwestern file reference numbers in the right-most column in Exhibit A on the last page of the document.
• In Section 3 (“Compensation”), please select one of two options:
o Option A: a 10-year license for a single license issue fee payable upfront
o Option B: an annually renewable license (up to 10 years) with an initial license issue fee payable upfront and an annual license
renewal fee.
• If the licensee desires any other changes to be made to the agreement’s terms and conditions other than the above, a surcharge of $10,000
w
ill be added to the license issue fee.
• Specific ACH/WIRE details will be provided by email to licensee, by licensor, once agreement has been signed by both parties.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 1 of 11
NON-EXCLUSIVE TECHNOLOGY LICENSE AGREEMENT
AGT. NO.
This Technology License Agreement (“Agreement”) is between The Board of Regents (“Board”) of The University of Texas System (“System”), an
agency of the State of Texas whose address is 210 West 7th Street, Austin, Texas 78701 on behalf of The University of Texas Southwestern Medical
Center (“UT Southwestern”), a component institution of System, whose address is 5323 Harry Hines Boulevard, Dallas, Texas 75390-9094 (“Licensor”)
and , a corporation, with its principal place of business
at
(“Licensee”) (collectively, “Parties”, or singly, “Party”).
This Agreement has an effective date of the date of final signature by the Parties (“Effective Date”).
N
o binding agreement between the Parties will exist until the Agreement has been signed by both Parties. Unsigned drafts of the Agreement shall
not be considered offers.
Background
Licensor owns certain Technology Rights (as defined below) which were developed at UT Southwestern. Licensee desires to secure the right and
license to use Technology Rights. Licensor has determined that such use of the Technology Rights is in the public’s best interest and is consistent with
Licensor’s educational and research missions and goals. Licensor desires to have the Technology Rights in Licensed Material (as defined below) used
for the benefit of Licensee, the inventors, Licensor, and the public.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the Parties hereby agree as follows:
1. D
efinitions
“
Academic Partners” (or singly, “Academic Partner”) means any academic third parties accessing Technology Rights while actively carrying
out a collaborative research program with Licensee.
“AT
CC” means American Type Culture Collection, a non-profit organization having a principal place of business located at 10801 University
Boulevard, Manassas, Virginia 20110, USA.
“Collaborators” (or singly, “Collaborator”) means Academic Partners and/or Contract Service Providers.
“
Contract Service Providers” (or singly, “Contract Service Provider”) means any third parties accessing Technology Rights solely for the
benefit of Licensee while (a) performing a research contract for Licensee, or (b) carrying out contract breeding services for Licensee.
“Derivatives” means materials, whether modified or unmodified, that are derived from Original Material, examples of which include, without
lim
itation, secretions, purified proteins, and purified nucleic acids.
“Field” means internal research purposes only.
“G
overnment” means any agency, department or other unit of the United States of America or the State of Texas.
“In
ventors” means Adi F. Gazdar and John D. Minna.
“L
icensed Material” means the Original Material, Progeny, and Derivatives.
“O
riginal Material” means all cell lines (singly, Cell Line) listed in Exhibit A: HCC Cancer Cell Lines, created by Inventors at Licensor befor
e
th
e Effective Date.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 2 of 11
“Progeny” means any progeny (or descendants, passages, or subcultures, as the case may be) of Original Material, whether modified or
unmodified.
“Te
chnology Rights” means Licensor’s rights in Licensed Material.
2. License Grant and Commercialization
2.1 Grant
(a) Licensor grants to Licensee a non-exclusive license under Technology Rights to use Licensed Material within Field.
(b) This grant is subject to (i) the payment by Licensee to Licensor of all consideration required under the Agreement, (ii) any
rights of, or obligations to, the Government as set forth in Section 7.2 (Government Rights), and (iii) rights retained by
Licensor to:
(1) Publish the general scientific findings from research related to Technology Rights; and
(2) U
se and transfer Technology Rights for any purposes.
(c) Licensor reserves all rights not expressly granted in the Agreement and disclaims the grant of any implied rights to Licensee.
(d
) For clarity and avoidance of doubt, this Agreement does not grant the Licensor any rights in or to any inventions, technologies,
intellectual properties, results, or data generated, created, or developed by or on behalf of Licensee through the use of
Licensed Material.
2.2 Third Parties
Licensee may not transfer Licensed Material to any third party, except that Licensor consents to Licensee’s transfer of the Licensed
Material to Collaborators, provided:
(a) such Collaborators are bound by written terms and conditions consistent with this Agreement;
(b
) Licensee remains responsible to Licensor for actions performed by Collaborators with Licensed Material as if such actions
were performed by Licensee; and
(c) such Collaborators are bound by written agreement with Licensee to destroy all Licensed Material in its possession once the
Collaborator’s collaboration with (or performance of research services for) Licensee involving the use of Licensed Material
ceases.
3. Co
mpensation
3.1 A
ll payments to Licensor hereunder shall be made by deposit of United States dollars (USD) in the requisite amount to “UT
Southwestern” and will be made by delivery by ACH/WIRE as follows:
Lic
ensor will provide ACH/WIRE instructions to Licensee’s Accounting Contact (as identified in Section 12) via email promptly after
Agreement has been signed by both Parties.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 3 of 11
All amounts payable hereunder by Licensee must be paid without deductions for taxes, assessments, fees, or charges of any kind.
Licensee shall pay all wire transfer fees, including, for clarity, any inbound wire transfer fee that is charged by the bank receiving the
wire transfer on behalf of Licensor.
Prior to the initiation of any ACH/WIRE, Licensee must send an email to Cash Management
(UTSWCashManagement@UTSouthwestern.edu) for identification and documentation purposes. Such email shall include the
following information:
(a) The amount of the ACH/WIRE payment and the date the ACH/WIRE payment is expected;
(b) Any pertinent information that can be used to identify the payment from Licensee.
☐ Option A: one-time upfront payment for a 10-year license
3.2 In consideration of rights granted to Licensee, Licensee will pay Licensor a one-time non-refundable license issue fee in the amount of
US$10,000.00 for each Cell Line listed in Exhibit A: HCC Cancer Cell Lines, for a total license issue fee in the amount of
US$_____________, due and payable within 30 days of Licensee’s receipt of a fully executed Agreement from Licensor and an invoice
therefor. All amounts payable hereunder by Licensee must be paid in United States dollars without deductions for taxes, assessments,
fees, or charges of any kind, either by check or wire transfer. If payment is provided by wire transfer, Licensee shall pay all wire
transfer fees, including, for clarity, any inbound wire transfer fee that is charged by the bank receiving the wire transfer on behalf of
Licensor. Such payment will reference the Agreement number and will be sent to Licensor’s payment and accounting contact in
Section 12 (Notices).
☐ Option B: annually renewable license (up to 10 years)
3.2 In consideration of rights granted to Licensee, Licensee will pay Licensor the following:
(a) a one-time non-refundable license issue fee in the amount of US$3,000.00 for each Cell Line listed in Exhibit A: HCC Cancer Cell
L
ines, for a total license issue fee in the amount of US$_____________, due and payable within 30 days of Licensee’s receipt of a
fully executed Agreement from Licensor and an invoice therefor.
(
b) a non-refundable annual license reissue fee in the amount of US$3,000.00 for each Cell Line listed in Exhibit A: HCC
Cancer Cell Lines, for a total license issue fee in the amount of US$_____________, due and payable on each anniversary
of the Effective Date as applicable and receipt of a corresponding invoice therefor.
4. T
ransfer of Original Material
W
ithin 15 days after UT Southwestern receives from Licensee the license issue fee delineated in Section 3.2, UT Southwestern will
notify ATCC that Licensee has entered into this Agreement and is authorized to receive Original Material from ATCC. Licensee
recognizes that Original Material is being made available to Licensee under a bailment agreement whereby Licensee recognizes
Licensor’s continued ownership of Original Material and Licensor’s rights in Progeny and Derivatives.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 4 of 11
5. Term and Termination
If Op
tion A was selected in Section 3, then Section 5.1 shall be as follows:
5.1 Term
Unless earlier terminated as provided herein, the term of the Agreement will commence on the Effective Date and continue for a
period of 10 years.
If Option B was selected in Section 3, then Section 5.1 shall be as follows:
5.1 Term
Unless earlier terminated as provided herein, the term of the Agreement will commence on the Effective Date and continue for a
period of an initial term of one (1) year (the “Initial Term”). The Agreement shall automatically terminate after the Initial Term,
except that Licensee has the option to extend the term of the agreement in one-year increments by providing payment of the annual
license reissue fee to Licensor per Section 3.2(b) prior to such automatic termination on an annual basis up to an aggregate total of
ten (10) years.
5.2 Termination by Licensee
Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such
termination will be effective 90 days following receipt of such notice by Licensor.
5.3 Termination by Licensor
Licensor, at its option, may immediately terminate the Agreement upon delivery of written notice to Licensee of Licensor’s decision to
terminate, if any of the following occur:
(a) L
icensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment
within 30 days after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within 60 days after
delivery of written notice from Licensor; or
(c) L
icensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the
event that Licensee cures such breaches in the allowed period.
5.4 Termination by Licensee
Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such
termination will be effective 90 days following receipt of such notice by Licensor.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 5 of 11
5.5 Termination by Licensor
Licensor, at its option, may immediately terminate the Agreement upon delivery of written notice to Licensee of Licensor’s decision to
terminate, if any of the following occur:
(
a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment
within 30 days after delivery of written notice from Licensor; or
(b) Licensee is in breach of any non-payment provision of the Agreement, and does not cure such breach within 60 days after
delivery of written notice from Licensor; or
(
c) Licensor delivers notice to Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the
event that Licensee cures such breaches in the allowed period.
5.6 Other Conditions of Termination
The Agreement will terminate:
(a) Immediately without the necessity of any action being taken by Licensor or Licensee, (i) if Licensee becomes bankrupt or
insolvent, or (ii) Licensee’s Board of Directors elects to liquidate its assets or dissolve its business, or (iii) Licensee ceases its
business operations, or (iv) Licensee makes an assignment for the benefit of creditors or (v) if the business or assets o
f
L
icensee are otherwise placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Licensee or
otherwise; or
(
b) At any time by mutual written agreement between Licensee and Licensor.
5.7 Effect of Termination
When the Agreement expires or if the Agreement is terminated for any reason:
(a) Licensee shall cease breeding and/or using Licensed Material by the effective date of termination and will provide Licensor
with written assurance that all Licensed Material have been destroyed; and
(
b) Nothing in the Agreement will be construed to release either Party from any obligation that matured prior to the effectiv
e
d
ate of termination; and
(
c) The provisions of Sections 7 (Representations and Disclaimers), 8 (Limit of Liability), 9 (Indemnification), 11 (Use of Name), 12
(Notices), and 13 (General Provisions) will survive any termination or expiration of the Agreement. In addition, the provisions
of Section 3 (Compensation) shall survive with respect to all activities and payment obligations accruing prior to the
termination or expiration of the Agreement.
6. Export Compliance
Eac
h Party shall comply with United States laws and regulations controlling the export of technical data, computer software, laboratory
prototypes, and all other export-controlled commodities. Neither Party shall, directly or indirectly, re-export any controlled commodities,
which are subject to this Agreement, unless the required authorization and/or license is obtained from the proper government agency(ies)
prior to export.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 6 of 11
7. Representations and Disclaimers
7.1 Licensor Representations
Except for the rights, if any, of the Government as set forth in Section 7.2, Licensor represents and warrants to Licensee that to the
knowledge of Licensor’s designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title,
and interest in and to Technology Rights, (ii) Licensor has the right to grant licenses hereunder, and (iii) Licensor has not knowingly
granted and will not knowingly grant licenses or other rights under the Technology Rights that are in conflict with the terms and
conditions in the Agreement.
7.2 Government Rights
Licensee understands that Original Material was developed under a funding agreement with Government and that Government has
certain rights relative thereto. The Agreement is made subject to the Government’s rights under any such agreement and under any
applicable Government law or regulation. To the extent that there is a conflict between any such agreement, such applicable law or
regulation and the Agreement, the terms of such Government agreement, and applicable law or regulation, shall prevail.
7.3 Licensor Disclaimers
EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.1, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE LICENSED
MATERIAL, OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY,
APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF DEVELOPMENT, AND/OR BREADTH OF TECHNOLOGY RIGHTS.
LICENSOR MAKES NO REPRESENTATION AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS
OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE OF TECHNOLOGY RIGHTS IN FIELD. NOTHING IN THE AGREEMENT WILL BE
CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY PATENTS OR
TECHNOLOGY OF LICENSOR OTHER THAN THE TECHNOLOGY RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO
THE TECHNOLOGY RIGHTS SPECIFICALLY DESCRIBED HEREIN.
7.4 Licensee Representations
By execution of the Agreement, Licensee represents, acknowledges, covenants and agrees (a) that Licensee has not been induced in
any way by Licensor or its employees to enter into the Agreement, and (b) that Licensee has been given an opportunity to conduct
sufficient due diligence with respect to all items and issues pertaining to this Section 7 (Representations and Disclaimers) and all
other matters pertaining to the Agreement; and (c) that Licensee has adequate knowledge and expertise, or has utilized
knowledgeable and expert consultants, to adequately conduct the due diligence, and (d) that Licensee accepts all risks inherent
herein. Licensee represents that it is a duly organized, validly existing entity of the form indicated in the preamble to the Agreement,
and is in good standing under the laws of its jurisdiction of organization as indicated in the preamble of the Agreement, and has all
necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder.
8. Li
mit of Liability
I
N NO EVENT SHALL LICENSOR, THE UNIVERSITY SYSTEM IT GOVERNS, ITS MEMBER INSTITUTIONS, INVENTORS, REGENTS, OFFICERS,
EMPLOYEES, STUDENTS, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL,
EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF
OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD
KNOW OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR CLAIMS AGAINST LICENSEE FOR INDEMNIFICATION (SECTION 9) OR FOR
MISUSE OR MISAPPROPRIATION OR INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, LICENSEE WILL NOT BE LIABLE TO
L
ICENSOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER
LICENSEE KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 7 of 11
9. Indemnification
9.1 Indemnification Obligation
Subject to Section 9.2, Licensee agrees to hold harmless, defend and indemnify Licensor, the university system it governs, its member
institutions, its Regents, officers, employees, students and agents (“Indemnified Parties”) from and against any liabilities, damages,
causes of action, suits, judgments, liens, penalties, fines, losses, costs and expenses (including, without limitation, reasonable
attorneys’ fees and other expenses of litigation) (collectively “Liabilities”) resulting from claims or demands brought by third parties
against an Indemnified Party on account of any injury or death of persons, damage to property, or any other damage or loss arising
out of or in connection with the Agreement or the exercise or practice by or under authority of Licensee of the rights granted
hereunder.
9.2 Conditions of Indemnification
Licensee shall have no responsibility or obligation under Section 9.1 for any Liabilities to the extent caused by the gross negligence or
willful misconduct by Licensor. Obligations to indemnify and hold harmless under Section 9.1 are subject to: (a) to the extent
authorized by the Texas Constitution and the laws of the State of Texas and subject to the statutory duties of the Texas Attorney
General, the Indemnified Party giving Licensee control of the defense and settlement of the claim and demand; and (b) to the extent
authorized by the Texas Constitution and the laws of the State of Texas and subject to statutory duties of the Texas Attorney General,
the Indemnified Party providing the assistance reasonably requested by Licensee, at Licensee’s expense.
10. Assignment
Th
e Agreement may not be assigned by Licensee without the prior written consent of Licensor, which consent will not be unreasonably
withheld. A merger or other transaction in which the equity holders of Licensee prior to such event hold less than a majority of the equity of
the surviving or acquiring entity shall be considered an assignment of the Agreement. For any permitted assignment to be effective, (a)
Licensee must be in good standing under this Agreement and (b) the assignee must assume in writing (a copy of which shall be promptly
provided to Licensor) all of Licensee’s interests, rights, duties and obligations under the Agreement and agree to comply with all terms and
conditions of the Agreement as if assignee were an original Party to the Agreement.
11. Use of Name
Lic
ensee will not use the name, trademarks or other marks of Licensor (or the name of the university system it governs, its member
institutions, any of its Regents or employees) without the advance written consent of Licensor.
12. Notices
Any notice or other communication of the Parties required or permitted to be given or made under the Agreement will be in writing and will
be deemed effective when sent in a manner that provides confirmation or acknowledgement of delivery and received at the address set forth
below (or as changed by written notice pursuant to this Section 12).
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 8 of 11
Licensee Contacts
Licensee Contacts
Contact for Notice:
Attn:
Address
Fax:
Phone:
E-mail:
Accounting Contact:
Attn:
Address
Fax:_______________________
Phone:
E-mail:
Contact for Notice:
UT Southwestern Medical Center
Office for Technology Development
Attn: Director for Technology
Commercialization
5323 Harry Hines Boulevard, Dallas, Texas
75390-9094
Fax: 214-951-0935
Phone: 214-648-1888
E-mail:
technologydevelopment@utsouthwestern.edu
Notices required under the Agreement may be delivered via E-mail provided such notice is confirmed in writing as indicated. Notices shall be
provided to each Party as specified in the “Contact for Notice” address. Each Party shall update the other Party in writing with any changes in
such contact information.
13. General Provisions
13.1 Binding Effect
The Agreement is binding upon and inures to the benefit of the Parties hereto, their respective executors, administrators, heirs,
permitted assigns, and permitted successors in interest.
13.2 Construction of Agreement
Headings are included for convenience only and will not be used to construe the Agreement. The Parties acknowledge and agree that
both Parties substantially participated in negotiating the provisions of the Agreement; therefore, both Parties agree that any
ambiguity in the Agreement shall not be construed more favorably toward one Party than the other Party, regardless of which Party
primarily drafted the Agreement.
13.3 Counterparts and Signatures
The Agreement may be executed (including by industry standard electronic signature software) in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A Party may
evidence its execution and delivery of the Agreement by transmission of a signed copy of the Agreement via facsimile, email, or other
reliable electronic means, which transmission shall be deemed to have the same legal effect as delivery of an original signed copy of
this Agreement. Each Party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means
of such electronic signatures or maintenance of the executed Agreement electronically or delivery of the Agreement by facsimile, e-
mail, or other reliable means of electronic transmission.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 9 of 11
13.4 Compliance with Laws
Licensee will comply with all applicable national, state and local laws and regulations, including, without limitation, all export laws
and regulations.
13.5 Governing Law
The Agreement will be construed and enforced in accordance with laws of the U.S. and the State of Texas, without regard to choice
of law and conflicts of law principles.
13.6 Modification
Any modification of the Agreement will be effective only if it is in writing and signed by duly authorized representatives of both
Parties. No modification will be made by email communications.
13.7 Severability
If any provision hereof is held to be invalid, illegal or unenforceable in any jurisdiction, the Parties hereto shall negotiate in good faith
a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties, and all other provisions
hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the Parties
hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability
of such other provisions in any other jurisdiction, so long as the essential essence of the Agreement remains enforceable.
13.8 Third Party Beneficiaries
Nothing in the Agreement, express or implied, is intended to confer any benefits, rights or remedies on any entity, other than the
Parties and their permitted successors and assigns.
13.9 Waiver
Neither Party will be deemed to have waived any of its rights under the Agreement unless the waiver is in writing and signed by such
Party. No delay or omission of a Party in exercising or enforcing a right or remedy under the Agreement shall operate as a waiver
thereof.
13.10 Sovereign Immunity
Nothing in the Agreement shall be deemed or treated as any waiver of Licensor’s sovereign immunity.
13.11 Entire Agreement
The Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior
written or verbal agreements, representations and understandings relative to such matters.
13.12 Claims Against Licensor for Breach of Agreement
Licensee acknowledges that any claim for breach of the Agreement asserted by Licensee against Licensor shall be subject to Chapter
2260 of the Texas Government Code and that the process provided therein shall be Licensee’s sole and exclusive process for seeking
a remedy for any and all alleged breaches of the Agreement by Licensor or the State of Texas.
14. N
o Other Promises and Agreements; Representation by Counsel.
Licensee expressly warrants and represents and does hereby state and represent that no promise or agreement which is not herein
expressed has been made to Licensee in executing the Agreement except those explicitly set forth herein, and that Licensee is not relying
upon any statement or representation of Licensor or its representatives. Licensee is relying on Licensee’s own judgment and has had the
opportunity to be represented by legal counsel. Licensee hereby warrants and represents that Licensee understands and agrees to all terms
and conditions set forth in the Agreement.
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 10 of 11
15. Deadline for Execution by Licensee
If the Agreement is executed first by the Licensor and is not executed by the Licensee and received by the Licensor at the address and in the
manner set forth in Section 12 within 30 days of the date of signature set forth under the Licensor’s signature below, then the Agreement
shall be null and void and of no further effect.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Technology License Agreement.
LICENSOR: Board of Regents of the University of
Texas System
By
Name_________________________________
Title__________________________________
UT Southwestern Medical Center
Date
LICENSEE:
Company Name
By
Name
Title___________________________________
Date __________________________________
AGT. NO.
UT Southwestern Medical Center
Non-Exclusive Mouse Line License
CONFIDENTIAL
Page 11 of 11
Exhibit A: HCC Cancer Cell Lines
Count
ATCC Catalog Number
Description
UT Southwestern Internal
Reference Number
1
2
3
4
5
6
7
8
9
10
11
12
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