Mitomic Endometriosis Test

Online End User Limited License (MDNA) Mitomic® Endometriosis Test Real-Time PCR Kit – RUO

• The Mitomic® Endometriosis Test Real-Time PCR Kit – RUO is research use only product for the purpose of detecting the 8.7kb mitochondrial DNA deletion in human blood (“RUO Kit“) and all rights, interest and title therein, including know-how and other intellectual property rights, including patent (PCT/US2019/68098 (pending))  are owned by MDNA Life Sciences Inc. (“MDNA“) or its licensors.
• The RUO Kit may only be used by individuals who have completed appropriate training, and laboratories who have received and maintained in good standing a MDNA Center of Excellence, Mitomic® Endometriosis Test Certificate to use the RUO Kit (the “Condition“).
• Subject to the Condition, MDNA hereby grants to you, the purchaser of the RUO Kit (the “End User“), a limited, non-exclusive, non-transferable, non-sublicensable license (the “End User Limited License“) in the field of endometriosis identification, screening, and diagnosis in humans using blood (the “Field”), for use in your country of residence (the “Territory“), from the date of purchase until the last date on which the RUO Kit is used for the Authorized Purposes, as defined below (the “Term“) to:
  • use the RUO Kit for non-commercial, internal research purposes; and
  • use the RUO Kit for the following limited commercial purposes:
  • provision of testing and test results for internal research purposes; and
  • provision of testing and test results for external research use (subject to the conditions set forth below);
    (the “Authorized Purposes”).

Without limiting the generality of the foregoing, the End User hereby agrees that it shall not, nor shall it permit any other person to use the RUO Kit for any commercial purposes other than as specifically authorized in this Section.

• MDNA reserves the right to suspend or revoke the End User Limited License immediately if it becomes aware of any use of the RUO-Kit by a person or laboratory who have not complied with the Condition.
• End User hereby agrees to assign and assigns to MDNA any intellectual property rights (including, without limitation, know-how, techniques, discoveries, etc.) developed by the End User in connection with its research activities using or related to the RUO Kit including, without limitation, any improvements or modifications applied to, or developed in connection with the RUO Kit for the Authorized Purposes as well as any improvements or modifications applied or developed in connection with the RUO Kit based on use outside the scope of the Field or for purposes other than the Authorized Purposes. End User also agrees to do, or cause to be done, any acts requested by MDNA to perfect the transfer of the assigned intellectual property rights to MDNA. End User hereby acknowledges and agrees that MDNA will retain, or obtain by virtue of the assignment hereunder, full ownership of any such intellectual property rights developed by End User in connection with the RUO Kit.
• No rights of any kind are transferred by MDNA or its licensors or any other person to End User, pursuant to this End User Limited License other than the limited license expressly set forth in Section 3 above in the Field, in the Territory and during the Term. For the sake of clarity, no right, interest or title in the RUO Kit or any intellectual property rights therein or associated therewith are transferred to End User or any other person hereunder.
• The RUO Kit has a durable life as noted on the RUO Kit after which the End User must stop using the RUO Kit. The End User also acknowledges that the RUO Kit may only be used up to three times and may not be re-used, refurbished or resold in whole or in part.
• The End User hereby agrees that it shall not, nor shall it permit any other person to, use the RUO Kit for drug, diagnostic, or human use outside the scope of the Field. End User acknowledges that any use of the RUO Kit by End User, or any other person outside of the scope of the Field or the Authorized Purposes could result in irreparable harm being suffered by MDNA and that a monetary damage aware would not be an adequate remedy.  Accordingly, it is agreed that MDNA, in addition to any other remedy to which it may be entitled, shall be entitled to injunctive relief remedy to have any breach of this End User Limited License cease for the future, or to seek specific performance of the obligations contained in this End User Limited License.
• MDNA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MDNA DOES NOT WARRANT AS TO THE SUCCESS OF THE RESEARCH, TEST RESULTS AND/OR ANY COMPONENT THEREOF NOR THAT THE RUO KIT OR ANY RESEARCH CONDUCTED IN CONNECTION THEREWITH, WILL NOT OR DOES NOT, INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
• MDNA’s liability for any losses, damages or claims hereunder shall be limited to the amounts paid by End User to purchase the RUO Kit. End User hereby agrees to indemnify and hold harmless MDNA from any third-party claims related to the use of the RUO Kits or any research conducted or authorized by End User using such RUO Kits.

If I do not agree to the terms and conditions of this license, I understand that I will not be able to use the RUO Kit. If already purchased, I will return the unopened RUO Kit within seven (7) days of receipt to MDNA for a full refund.