3.01.2.2 Each co-licensee will have rights and restrictions related to the
Licensed Screening Patent Rights consistent with the terms of this
Agreement, including all Sections of 3.01.2.1, 4.01, 4.01.1-4.01.3.
3.01.3 An assignment of all of OHSUs claim of right, title, and interest to the
Therapeutic Patent (including the regular utility application) by OHSU to LICENSEE.
||This Agreement confers no license or rights by implication, estoppel, or otherwise under any
patent applications or patents of OHSU other than the Patent Rights regardless of whether such
patents are dominant or subordinate to the patent rights granted.
||OHSU retains the right to use the Patent Rights for educational and research purposes, and
permit other academic and nonprofit organizations to use the Licensed Mouse Patent Rights and
Licensed Screening Patent Rights for educational and non-commercial research purposes. In
addition, for the Licensed Mouse Patent Rights, and Licensed Screening Patent Rights, a
license is reserved on behalf of the Government, subject to Section 5.01 below.
||LICENSEE agrees with the following:
3.04.1 LICENSEE shall not initiate breeding activities with MICE, other than between
the pair(s) provided and direct descendants thereof, without advance written
permission of OHSU.
3.04.2 LICENSEE shall use MICE only for animal (non-food) experimentation, and shall
handle MICE humanely and in compliance with all applicable laws and regulations,
including animal welfare regulations.
3.04.3 LICENSEE shall not transfer MICE to any other party, and will limit access to
MICE to its researchers who are bound by the obligations of this Agreement.
3.04.4 LICENSEE assumes all responsibility for the safe use and handling of MICE,
and will defend, indemnify and hold harmless OHSU, and its Directors, Trustees,
employees, officers, fellows, students and agents against any and all claims of
LICENSEE and third parties arising from its acceptance, use, storage, handling, or
disposal of MICE.
3.04.5 This Agreement is a bailment of MICE from OHSU to LICENSEE, and ownership of
MICE is not transferred to LICENSEE.
||Upon written approval by OHSU, which approval will not be unreasonably withheld,
LICENSEE may enter into sublicensing agreements for the Licensed Screening Patent Rights for
the sole purpose of collaborating with the sublicensee in the discovery and