Common use of Research Use Only Clause in Contracts

Research Use Only. Customer’s Goods Licenses and Software License, if applicable, shall be granted solely for Customer’s Research Use. “Research Use” means use for internal research (which includes research services provided to third parties (“Third Party Research Services”), provided such services are not Commercial) and specifically excludes any act by Customer, or if permitted by Customer and the terms of this Agreement, a third party to: (a) use the Goods or Software other than in accordance with this Agreement, the Specifications, Oxford’s instructions or the Documentation; (b) use the Goods or Software in a manner that requires grants of rights or a license to Application Specific IP; (c) use Consumables, where such use is a re-use of a previously used Consumable; (d) use the Goods or Software for clinical, diagnostic or therapeutic procedures where validation or registration of the Goods, Software, or protocols using the Goods or Software with regulatory authorities is required or use the Goods for any Commercial or other non-research purpose; (e) use the Hardware in conjunction with reagents or consumables not sold by Oxford or not Approved; (f) use the Consumables in conjunction with non-Oxford hardware, flow cells or devices; (g) modify or create any derivative works of the Goods (except to the extent applicable laws specifically prohibit such restriction); (h) copy the Goods or Software except as approved in writing by Oxford (except to the extent applicable laws specifically prohibit such restriction); (i) separate the Goods into their component parts; (j) reverse engineer, decompile, disassemble or otherwise attempt to derive the composition of the Goods or Software (except to the extent applicable laws specifically prohibit such restriction); (k) extract or isolate components of the Goods or subject them to non-authorized analysis; (l) gain access to or determine the methods of operation of the Goods or Software; (m) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to Goods or Software; or (n) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Goods or Software or components thereof.

Appears in 4 contracts

Samples: Device Purchase Terms and Conditions, Device Purchase Terms and Conditions, Device Purchase Terms and Conditions

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Research Use Only. Customer’s Goods Licenses and Software License, if applicable, shall be granted hereunder are solely for Customer’s Research Use. “Research Use” means use for internal research (which includes research services provided to third parties (“Third Party Research Services”)parties, provided such services are not Commercial) and specifically excludes any act by Customer, or if permitted by Customer and the terms of this AgreementCustomer, a third party to: (a) use the Goods or Software other than in accordance with this Agreement, the Goods’ Specifications, Oxford’s instructions or the Documentation; (b) use the Goods or Software in a manner that requires grants of rights or a license to Application Specific IP; (c) use Consumables, where such use is a re-use of a previously used Consumable; (d) use the Goods or Software for a clinical, diagnostic or therapeutic procedures where validation or registration of the Goodsdiagnostic, Software, or protocols using the Goods or Software with regulatory authorities is required or use the Goods for any Commercial or other non-research purpose; (e) use the Hardware in conjunction with reagents or consumables not sold by Oxford or not Approvedauthorized for use with the Hardware by Oxford; (f) use the Consumables in conjunction with non-non- Oxford hardware, flow cells or devices; (g) modify or create any derivative works of the Goods (except to the extent applicable laws specifically prohibit such restriction); (h) copy the Goods or Software except as approved in writing by Oxford (except to the extent applicable laws specifically prohibit such restriction); (i) separate the Goods into their component parts; (j) reverse engineer, decompile, disassemble or otherwise attempt to derive the composition of the Goods or Software (except to the extent applicable laws specifically prohibit such restriction); (k) extract or isolate components of the Goods or subject them to non-authorized analysis; (l) gain access to or determine the methods of operation of the Goods or SoftwareGoods; (m) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to Goods or SoftwareGoods; or (n) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Goods or Software or components thereof. Notwithstanding the foregoing, “Research Use” may include Commercial use of the Goods so long as and on the condition that (1) such use is limited to Commercial use solely to the extent necessary to facilitate Customer’s provision of services to third parties for the purposes of such third parties’ Research Use (as defined without reference to this last sentence of Section 2.3.2); (2) such services are not provided to any third party who would fall within the categories set forth in clauses (i) through (iv) of Section 2.3.1 above; (3) Customer otherwise remains bound by the limitations and restrictions on its right to use the Goods contained in this Agreement; (4) Customer provides such services to third parties only after entering into an agreement with each such third party including (A) limitations and restrictions on the use of Goods and Data obtained thereby which are substantially identical to those contained in this Agreement, (B) confidentiality obligations no less favorable to Oxford than those contained in this Agreement, (C) a covenant making Oxford an express third party beneficiary of such agreement, and (D) a covenant requiring each such third party to register with Oxford following instructions provided in the Order; (5) Customer provides to such third parties documents and/or information, as provided by Oxford, explaining that (A) Customer provides services using the Goods and (B) additional applications and analyses of the Biological and/or Instrument Data collected using the Goods are available on the Metrichor Interface and/or the Metrichor Cloud-based Environment, or as otherwise specified by Oxford; (6) Customer makes payment to Oxford of the applicable fee specified in Customer’s Order; and (7) Customer completes Oxford’s service provider certification process as more fully described on the Oxford website at xxxx://xxx.xxxxxxxxxxxx.xxx as may be amended from time to time at Oxford’s sole discretion, or as otherwise stated on the Order.

Appears in 2 contracts

Samples: Gridion Agreement, Gridion Agreement

Research Use Only. Customer’s Goods Licenses and Software License, if applicable, shall be granted solely for Customer’s Research Use. “Research Use” means use for internal research (which includes research services provided to third parties (“Third Party Research Services”), provided such services are not Commercial) and specifically excludes any act by Customer, or if permitted by Customer and the terms of this Agreement, a third party to: (a) use the Goods or Software other than in accordance with this Agreement, the Specifications, Oxford’s instructions or the Documentation; (b) use the Goods or Software in a manner that requires grants of rights or a license to Application Specific IP; (c) use Consumables, where such use is a re-use of a previously used Consumable; (d) use the Goods or Software for clinical, diagnostic or therapeutic procedures where validation or registration of the Goods, Software, or protocols using the Goods or Software with regulatory authorities is required or use the Goods for any Commercial or other non-non- research purpose; (e) use the Hardware in conjunction with reagents or consumables not sold by Oxford or not Approved; (f) use the Consumables in conjunction with non-Oxford hardware, flow cells or devices; (g) modify or create any derivative works of the Goods (except to the extent applicable laws specifically prohibit such restriction); (h) copy the Goods or Software except as approved in writing by Oxford (except to the extent applicable laws specifically prohibit such restriction); (i) separate the Goods into their component parts; (j) reverse engineer, decompile, disassemble or otherwise attempt to derive the composition of the Goods or Software (except to the extent applicable laws specifically prohibit such restriction); (k) extract or isolate components of the Goods or subject them to non-authorized analysis; (l) gain access to or determine the methods of operation of the Goods or Software; (m) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to Goods or Software; or (n) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Goods or Goods, Software or components thereof.

Appears in 2 contracts

Samples: Nanopore Product Terms and Conditions, Nanopore Product Terms and Conditions

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Research Use Only. Customer’s Goods Licenses and Software License, if applicable, shall be granted hereunder are solely for Customer’s Research Use. “Research Use” means use for internal research (which includes research services provided to third parties (“Third Party Research Services”)parties, provided such services are not Commercial) and specifically excludes any act by Customer, or if permitted by Customer and the terms of this AgreementCustomer, a third party to: (a) use the Goods or Software other than in accordance with this Agreement, the Goods’ Specifications, Oxford’s instructions or the Documentation; (b) use the Goods or Software in a manner that requires grants of rights or a license to Application Specific IP; (c) use Consumables, where such use is a re-use of a previously used Consumable; (d) use the Goods or Software for a clinical, diagnostic or therapeutic procedures where validation or registration of the Goodsdiagnostic, Software, or protocols using the Goods or Software with regulatory authorities is required or use the Goods for any Commercial or other non-research purpose; (e) use the Hardware in conjunction with reagents or consumables not sold by Oxford or not Approvedauthorized for use with the Hardware by Oxford; (f) use the Consumables in conjunction with non-non- Oxford hardware, flow cells or devices; (g) modify or create any derivative works of the Goods (except to the extent applicable laws specifically prohibit such restriction); (h) copy the Goods or Software except as approved in writing by Oxford (except to the extent applicable laws specifically prohibit such restriction); (i) separate the Goods into their component parts; (j) reverse engineer, decompile, disassemble or otherwise attempt to derive the composition of the Goods or Software (except to the extent applicable laws specifically prohibit such restriction); (k) extract or isolate components of the Goods or subject them to non-authorized analysis; (l) gain access to or determine the methods of operation of the Goods or SoftwareGoods; (m) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to Goods or SoftwareGoods; or (n) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Goods or Software or components thereof.

Appears in 1 contract

Samples: Gridion Agreement

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