iVector Licensing Agreement

Date of last revision: April 10, 2025

This iVector Licensing Agreement (“Agreement”) is between GenoFAB, Inc., a Colorado corporation (“GenoFAB” or “we,” “us,” “our,” or “ourselves”) and the person or entity (“you” or “your”) that has decided to order GenoFAB iVectors. This Agreement will refer to us and you collectively as “Parties” and individually as “Party.”

By using GenoFAB iVectors in any way—including but not limited to placing an order—you agree to be bound by this Agreement.

I.               Description of GenoFAB iVectors

GenoFAB iVectors are genetic tools including plasmids, expression vectors, expression cassette, genetic elements, and other genetic tools developed independently by GenoFAB prior to any client engagement and made available through our general catalog. GenoFAB iVectors have a product code starting with iV-. GenoFAB iVectors can be delivered as DNA molecules, mRNA molecules, or included in a virus, bacterial strain, or other living organisms, through utilization of GenoFAB’s Services (with such terms as set forth under our Terms of Service). GenoFAB iVectors can be used as is or GenoFAB can modify GenoFAB iVectors to meet your individual needs by incorporating your genes of interest.

II.             Definitions

“Client Organization”: The specific organization that you are affiliated with or purchasing on behalf of. The organization is the license-holder and all agents of the organization are bound by the terms herein.

“Commercial Applications”: The use of GenoFAB iVectors to manufacture, produce, fabricate, formulate, or create a commercial product. This includes direct and indirect uses of GenoFAB iVectors. Direct use means that GenoFAB iVectors are used in the manufacturing process, i.e. using a GenoFAB iVector to produce a mRNA therapeutic. Indirect use means that GenoFAB iVectors enabled the manufacturing process, i.e. using a GenoFAB iVector to engineer a bacterial strain used in a fermentation process, which is part of the manufacturing process.

“Confidential Information”: All confidential or proprietary knowledge, inventions, trade secrets, or similar of GenoFAB, including but not limited to information relating to GenoFAB iVectors, Documentation, Derivatives, and other GenoFAB product and services; regardless of whether the information is marked as confidential and regardless of how the information is transferred or communicated. This also includes third-party information GenoFAB has obtained subject to a confidentiality agreement or similar. 

Provided that none of the following circumstances occurred as a result of your breach of any obligation owed to GenoFAB, “Confidential Information” shall not include information that: (a) was or becomes generally available to the public through a disclosure we authorize; (b) was or becomes available to you on a non-confidential basis from a source other than GenoFAB; (c) was within your possession or independently developed by you prior to GenoFAB providing it to you; or, (d) is information GenoFAB otherwise has authorized the disclosure of.

“Derivatives”: Any plasmid, DNA or RNA molecules, or other biological sequences that is produced by copying all or part of a sequence or documentation of a GenoFAB iVector. This includes copying the sequence from a computer file or copying the DNA molecule by PCR amplification, DNA sequencing, and DNA synthesis. Biological sequences that include sequences similar or identical to the sequence of GenoFAB iVectors obtained from public sources or any other means than copying GenoFAB iVectors are not derivatives of GenoFAB iVectors.

“Documentation”: Any unannotated DNA sequence, annotated DNA sequence, user manual, data sheets, and similar associated with a GenoFAB iVector or its design or manufacture.

“GenoFAB iVectors”: GenoFAB genetic tools as described in Section I.

“Non-Commercial Applications”: The use of GenoFAB iVectors in research and development, prior to manufacturing a commercial product. Non-exhaustive examples of non-commercial applications include basic research, preclinical research, process development, and clinical research. Non-Commercial Applications do not prevent Contract Research Organizations and Contract Manufacturing Organizations from monetizing services enabled by GenoFAB iVectors as part of product development efforts, consistent with this Agreement, including GenoFAB providing the GenoFAB iVectors directly to the third-party organizations.

III.           Use of GenoFAB iVectors

A.    Binding Authority

You confirm through your order that you have the authority and capacity to enter into this Agreement. If you are acting as the agent of an entity, you confirm here that you have the authority and approval necessary to bind that entity and its agents to this Agreement and our other policies and conditions.

B.    Licensed Activities

Consistent with the terms and limitations herein, GenoFAB grants you a revocable, non-exclusive license—that is not assignable, transferrable, or sublicensable—to use GenoFAB iVectors that you have licensed from GenoFAB for Non-Commercial or for Commercial Applications, depending on the type of license you have purchased.

C.    Prohibited Activities

By purchasing and/or using GenoFAB iVectors, you agree to the following:

1.     You will not share GenoFAB iVectors, Documentation, or Derivatives outside of your Client Organization, including not sharing them with collaborators and suppliers. You can request GenoFAB to send GenoFAB iVectors to users outside of your Client Organization, subject to those users accepting this Agreement and related terms.

2.     You are prohibited from reverse engineering, subcloning, or making any Derivatives from GenoFAB iVectors you purchase. You can request GenoFAB to make Derivatives of GenoFAB iVectors you previously licensed.

3.     You are prohibited from removing or attempting to remove, in any way, any identifiers from in GenoFAB iVectors.

4.     You agree not to use GenoFAB iVectors, Documentation, or Derivatives for any unlawful activities or in violation of any laws, regulations, or contractual provisions, or to induce others to do or engage in the same.

D.    Commercialization

1.     Licenses

GenoFAB offers two types of licenses for GenoFAB iVectors, both subject to the terms and conditions set forth in this Agreement:

Non-Commercial License: A Non-Commercial License authorizes only Non-Commercial Applications. You cannot engage in Commercial Applications under a Non-Commercial License. A Non-Commercial License is valid for five years from the date of first order of the GenoFAB iVector. GenoFAB, in its discretion, retains the right to terminate the Non-Commercial License for your misuse of any GenoFAB iVector or your violation of any provisions herein.

Commercial License: A Commercial License grants the right to use a GenoFAB iVector in Commercial Applications. A Non-Commercial Licenses may be converted to a Commercial License, prior to you using a GenoFAB iVector in a Commercial Application, upon written agreement between you and GenoFAB as to the pricing and terms of such conversion.

2.     GenoFAB Audit Rights

For a period of ten (10) years following your last purchase of GenoFAB iVectors, GenoFAB shall have the right to audit research records, including but not limited to laboratory notebooks, sequencing data, and experimental documentation, to investigate potential infringement of the terms of this Agreement. Such audits shall be conducted no more than once per calendar year, upon at least five (5) business days’ written notice, and during normal business hours. The audit shall be limited to records reasonably related to the subject matter of the intellectual property in question. To protect confidential research data, the audited party may require the audit to be conducted by an independent third-party auditor bound by confidentiality obligations, at audited parties’ expense and with GenoFAB’s approval of the selection of the third-party auditor. Otherwise, GenoFAB will perform the audit itself or hire a third-party auditor at its own choosing and expense. Any information obtained during the audit shall remain confidential and shall not be used for any purpose other than enforcing GenoFAB’s intellectual property rights, including but not limited to, use in litigation, arbitration, or other enforcement, and/or use in defending or asserting patent, copyright, or similar rights.

IV.           Intellectual Property Rights

A.    GenoFAB Intellectual Property

We retain full ownership of, rights to, and interest in all intellectual property, trade secrets, proprietary information, patents, trademarks, and copyrights for and relating to our GenoFAB iVectors, Documentation, and Derivatives. Your use of GenoFAB iVectors, Documentation, and Derivatives should not be construed to diminish our intellectual property rights in or to the same. We reserve the right to investigate and take legal action in response to illegal, unauthorized, and/or unlicensed use of GenoFAB iVectors, Documentation, and Derivatives.

B.    GenoFAB Indemnification

GenoFAB hereby agrees to indemnify you and hold you harmless—including your owners, officers, employees, contractors, or agents—against and relating to any claims, damages, and liability (including reasonable attorney fees and expenses occurred in defending or responding to such claims or assertions), for any patent or copyright infringement claim brought against you based upon GenoFAB’s use or assertion of ownership of the intellectual property of a GenoFAB iVector, Documentation, or Derivative.

C.    Client Indemnification

You hereby agree to indemnify us and hold us harmless—including our owners, officers, employees, contractors, agents, affiliates, and assignees—against and relating to any claims, damages, and liability (including reasonable attorney fees, of attorneys of our choosing, and expenses occurred in defending or responding to such claims or assertions), relating to us defending ourselves or otherwise addressing those claims or assertions, stemming from or relating to (a) your breach of this Agreement; (b) your actual or alleged infringement or violation of  intellectual property rights, trade secrets, or confidential information; (c) your breach of any warranties provided to us, express or implied; and, (d) your misuse of GenoFAB iVectors. You agree to indemnify us as soon as we incur the costs, expenses, and fees, whether those are billed by event, or in week, month, or some other interval.

V.             Confidentiality

A.    Use of Confidential Information

In providing you GenoFAB iVectors, Documentations, and similar, you will be privy to GenoFAB’s Confidential Information. You agree you will not use, sell, share, disseminate, or otherwise disclose, or cause to be used, sold, shared, disseminated, or otherwise disclosed any Confidential Information (1) to any third party, without written permission from GenoFAB, or (2) for any purpose other than use of GenoFAB iVectors consistent with the terms of this Agreement or a subsequent licensing agreement.

B.    Protection of Confidential Information

You agree to actively prevent unauthorized disclosure of Confidential Information through use of reasonable caution, protection, and technology. You agree to exercise reasonable care, not less than the care it uses in protecting and avoiding disclosure of your own confidential information, in protecting and preventing the unauthorized disclosure of our Confidential Information.

C.    Return of Confidential Information

You agree to return all Confidential Information within five business day upon request from the Company.

VI.           Disclaimers, Waivers, and Indemnification

A.    Disclaimer of Warranty

ALL IVECTORS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, CONTINGENT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, ANY ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL INJURY, IN RELATION TO THIS AGREEMENT OR THE IVECTORS OR SERVICES. WE ARE NOT LIABLE FOR YOUR USE OR MISUSE OF THE IVECTORS OR SERVICES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGES OR ISSUES THAT ARISE FROM YOUR DESIGN, USE, AND STORAGE OF THE IVECTORS AND SERVICES. IN RELATION TO OUR ONLINE SERVICES, WE DO NOT MAKE ANY WARRANTY THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR MEET YOUR PARTICULAR REQUIREMENTS.

B.    Limitation of Liability

Notwithstanding anything in this Agreement or otherwise, in no circumstances will our liability for any matter under this Agreement or in relation to any aspect of GenoFAB iVectors exceed: (i) in the case of damages from an individual GenoFAB iVector, or an individual Order, the total amount paid for the GenoFAB iVector or order, respectively; (ii) in the case of an indemnification claim based upon GenoFAB’s intellectual property, $100,000 USD for each GenoFAB iVector on which a claim is or claims are brought; and, (iii) in all other cases, the total amount paid on orders for the preceding three-month period, but in no case exceeding $100,000 USD for those claims.

VII.         Compliance with Laws

A.    No Use in Humans

We do not submit GenoFAB iVectors for regulatory review by any government body or other organization. We do not validate GenoFAB iVectors for clinical, therapeutic, or diagnostic use, including for safety and effectiveness. You are solely responsible for: (1) confirming that your use of GenoFAB iVectors comply with all applicable laws, regulations, and any other applicable requirements or policies; (2) confirming that GenoFAB iVectors are appropriate for your proposed use of them; (3) securing any licenses, permissions, or approvals you may require.

You here warrant that you will (a) adequately analyze and test any proposed use of GenoFAB iVectors; and, (b) utilize industry-standard safety and testing protocols before you use, distribute, and/or market any products or services that utilized GenoFAB iVectors.

B.    Biosafety, Biosecurity, and Export Control

We comply with the Framework for Nucleic Acid Synthesis Screening, U.S. biosecurity regulations, and export control laws to ensure responsible DNA synthesis practices. This includes conducting rigorous screening of DNA sequences that our client’s order to prevent the unauthorized synthesis of regulated genetic material. Additionally, we verify the identity of our clients to comply with legal and security standards to ensure our operations align with national and international regulatory frameworks. These measures are essential to promoting biosafety, preventing misuse, and maintaining compliance with government oversight.

VIII.       Termination

A.    Right to Terminate

We reserve an unrestricted right to terminate any license to use GenoFAB iVectors, Documentation, and Derivatives; your account; your access to our services and offerings; and, to cancel any GenoFAB iVectors orders should you: breach this Agreement; misrepresent or deceive us in any manner; or, appear to be in violation of any international, federal, state, or local law, applicable regulation, rule, or order by any regulatory, governing, or private authority, or an order of a court of competent jurisdiction.

B.    Survival

The following provisions will survive the termination of our Services to you and/or this Agreement: Sections relating to “Use of GenoFAB iVectors,” “Commercialization,” “Intellectual Property Rights, “Confidentiality,” “Disclaimers, Warranties, and Indemnification,” “Compliance with Laws,” and “General Terms.”

IX.           General Terms

A.    Entire Agreement

This Agreement, along with the Privacy Policy and Terms and Conditions, constitutes the entire agreement between the Parties in relation to GenoFAB iVectors. Any prior agreement, representation, negotiation, or understanding, oral or written, between the Parties is hereby superseded and deemed void.

This agreement does not supersede a commercial license relating to a specific GenoFAB iVector. Where the commercial license adds additional terms or conflicts with the terms here or in the Terms and Conditions, the commercial license is controlling in relation to that GenoFAB iVector product.

B.    Modifying the Agreement

This Agreement may be modified only by a writing signed by both Parties. Any modification, whether oral or written but unsigned, will have no effect and will not be enforceable.

C.    Assignment and Delegation

A Party may only assign this Agreement upon prior written approval of the other Party. We may subcontract the rights or obligations under this Agreement for the purpose of fulfillment of its obligations under this Agreement, provided that any subcontractor will provide services consistent with applicable industry standards.

D.    Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes including mediation, arbitration, or litigation shall be Denver, Colorado. Each Party agrees to waive the following defenses to any action brought in Denver, Colorado: (i) forum non conveniens (“inconvenient forum”) and (ii) lack of personal jurisdiction.

E.    Severability

If any provision of this Agreement is invalid or unenforceable, whether by the decision of an arbitrator or court, by passage of a new law, or otherwise, the remainder of this Agreement will remain in effect and be construed and enforced consistent with the purpose of this Agreement, to the fullest extent permitted by law. Furthermore, if a provision is deemed invalid or unenforceable, the Parties agree that provision should be enforced to the fullest extent permitted under the law, consistent with its purpose.

F.     Waiver

If one Party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that Party retains the right to enforce that term or provision at a later time, limited by any specific restrictions contained in this Agreement.

G.    Understanding of Agreement

The Parties acknowledge they understand the terms and conditions of this Agreement. They also acknowledge they had reasonable opportunity to discuss these provisions with a lawyer at their own expense prior to entering into this Agreement and have either done so or chosen not to do so in entering this Agreement. Regardless of that choice, both Parties intend to be fully bound by this Agreement.

H.    Headings

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

I.      Force Majeure

Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of that Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

J.      Publicity Rights

We reserve the right to include the identity of our clients in our promotional materials, including for the purpose of marketing and sales, online, in print, and otherwise. You may provide us a request, in writing, to cease using your identity in this matter by providing notice to privacy@genofab.com. You accept here that removal of your identity in such materials may take up to 30 days to process and any material already created or issued may circulate after that date.

K.    Independent Contractors

The relationship between the Parties is that of an independent contractor. This Agreement is not intended to create, and shall not be construed to create, a relationship of principal and agent, master and servant, employer and employee, joint venture, partnership, nor any other relationship other than that of independent contracting Parties. Nothing in this Agreement is to be construed as forming a separate entity or partnership among the Parties. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever. This Agreement should be construed to narrowly govern the transactions described here for the mutual benefit of both Parties.

L.     DMCA Violations

If you believe any of our content infringes on your copyright, you may request removal by contacting the following address: sales@genofab.com. We will respond to all requests promptly and to the best of our ability.

M.   Arbitration

All claims and disputes relating to this Agreement that cannot be resolved between the Parties must be submitted to binding arbitration to resolve the dispute outside of litigation. Such arbitration will be conducted in accordance with the rules of the American Arbitration Association. The losing Party will pay the arbitration fees, whether directly or by reimbursement to the prevailing Party of fees already paid. Each Party will bear its own attorneys’ costs and fees.

The Party seeking arbitration must serve, in writing, a demand for arbitration to the other Party. Nothing in the timing set forth here will extend any applicable statute of limitations. The request for arbitration must state the nature of the dispute to be resolved by arbitration. The Parties, within thirty (30) calendar days of receipt of the written request, will commence the arbitration process. The Parties understand that, by agreeing to be bound to pursue arbitration, they are giving up their right to file a lawsuit directly with the court; waiving their rights to a trial by jury; and, here waive the right to pursue a class action claim, either as a member or representative of the class, or to act as a private attorney general.

N.    Injunctive Relief

If you infringe or threaten to infringe upon our intellectual property rights or the unauthorized disclosure of confidential information, we would likely seek injunctive relief to prevent or mitigate the immediate and irreparable harm that would cause. You hereby agree to waive any obligation of the Company to post a bond to secure such relief.

O.    Exclusion of UN Convention and UCITA

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.