ZFN License Agreement

This Product and its use are the subject of one or more of the following patents controlled by Sangamo Therapeutics, Inc.: U.S. Patent Nos. 8,034,598, 8,771,986, 8,703,489, 9,200,266, 9,631,186, 8,962,281, 9,376,689, 10,066,242, 10,640,790, 11,136,599, 10,975,393, 9,394,531, 9,982,245, 10,822,599, 8,772,453, 9,567,609, 10,538,787, 11,041,174, 10,724,020 and corresponding foreign patent applications and patents.

BEFORE OPENING OR USING THIS PRODUCT, PLEASE READ THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT. YOUR USE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. If you do not agree to use this Product pursuant to the terms and conditions set out in this License Agreement, please contact Sigma Technical Services within ten days of receipt to return the unused and unopened Product for a full refund; provided, however, that custom-made Products may not be returned for a refund.

The purchase of this Product conveys to you, the buyer, the non-transferable right to use the purchased Product for Licensed Research Use (see definition below) subject to the conditions set out in this License Agreement. If you wish to use this Product for any purpose other than Licensed Research Use, you must first obtain an appropriate license (see information set out below).

This Product may not be used for any purpose other than Licensed Research Use. Your right to use this Product for Licensed Research Use is subject to the following conditions and restrictions:

1. "Licensed Research Use" means any use for research purposes, other than:
   
   (a) Licensing, selling, distributing, or otherwise providing Modified Animals to any third party other than Sigma and its affiliates as provided herein: provided however, that you may provide Modified Animals to researchers within your research   organization located at the same research facility or campus. A "Modified Animal"  means an animal having a genomic modification at the target site that results from Customer's use of the Product. Modified Animal includes but is not limited to (a)  heterozygotes and mosaic animals, (b) the descendants of Modified Animals, (c) animals created from the breeding of Modified Animals with other animals, and (d) animals created by the Customer which contain and/or incorporate genetic    information derived from Modified Animals.
   
   (b) GMP production of therapeutic, diagnostic, prophylactic or other medicinal Products intended for use in humans or non-human animals, or any other industrial use solely to the extent involving commercial sale of a Product or service. If a molecule or any derivative of such molecule is used in or administered to humans, then the production of such molecule shall be deemed to be GMP production and therefore in violation of this License Agreement;
   
   (c) use for gene targeting and/or gene regulation to modify the genome of a plant cell, plant, or plant cell culture (in each case, whether constituting or derived from a vascular or non-vascular plant), or alter the nucleic acid or protein expression in a plant cell, plant, or plant cell culture. "Non-vascular" plants shall include but not be limited to algae, moss, and fungi; and
   
   (d) modification or reverse-engineering of the Product in any way or creating any derivatives or sequence variants thereof.
   
   
2. Any transfer of the Product, its components, or any materials made through the use of this Product, including Modified Animals and recombinant proteins expressed, manufactured or otherwise produced by or on behalf of you, to any third party shall be made pursuant to a material transfer agreement that includes the terms of this License Agreement and that requires such third party to comply with all such terms that are applicable to you under this License Agreement. Notwithstanding the foregoing:
   
   (a) the Product or materials made through use of the Product, including Modified Animals and recombinant proteins expressed, manufactured or otherwise produced by or on behalf of you, may be transferred by you to your legal affiliates or bonafide third party contractors performing paid work on your behalf, with the exception of creation of Modified Animals, provided the use by such third party contractors is limited to performance of work for you; and
   
   (b) you may donate Mice that are Modified Animals as defined above ("Modified Mice") to The Jackson Laboratory, a licensed distributor of Modified Mice.
   
   
3. You may not transfer the Product or materials made through use of the Product to third party contractors performing paid work on your behalf for the purposes of creation of Modified Animals.  
   
   
4. Your right to use the Product will terminate immediately if you fail to comply with    these terms and conditions. You shall, upon such termination of your rights, destroy all Product, Modified Animals, and components thereof in your control, and notify Sigma of such in writing.
   
   
5. You may not use the Product to support the filing of a patent application in any country in the world that contains claims directed to the Product or its uses.

For information on purchasing a license to this Product for purposes other than Licensed Research Use, contact your local Sigma Sales representative, who will refer you to the proper licensing representative, or in the USA call 800-325-3010.

For information on donating Modified Mice to The Jackson Laboratory, please visit their website at: http://www.jax.org/grc/index.html.