Product Use Policy

For Researcher Scientists at Academic and Non-commercial Research Institutions, as well as Researcher Scientists at Research-driven Smaller Companies

Under our standard Material Transfer Agreement (“MTA”) supply model, you are empowered to use CLS Material at your own research site for internal research*; that means, those experimental activities that are related to your own research projects or those of your laboratory colleagues, including those of your research projects that you conduct collaboratively as bona fide joint research projects with other scientists (regardless of whether these other scientists are working in other laboratories at your research site or at other companies or not-for-profit intuitions, or even if they are contributing to costs of your research); provided, however, that you are not de facto conducting contract research services for them (or them for you), such as for a fee or other directly resulting commercial advantage or financial gain.

Furthermore, for the period of (but solely for the purposes of) your joint research projects with them, you are also empowered to transfer: (a) any of the CLS Material to your collaborators at the same research site, and (b) those unmodified derivatives and modifications that you derived from our cell lines (but not their original material or its progeny) to your external collaborators — in each case, only for them to use them as needed for their research activities within such joint research projects and not for any excluded or commercial use**. You are also able to share any of the CLS Material to your colleagues working in the same laboratory as you for them to use them as needed for their research activities their research projects. However, none or your collaborators or laboratory colleagues should further transfer any CLS Material and should return it to you or destroy it when they have finished using CLS Material in the respective research project.
**For example, that they are not de facto conducting contract research services for you.

Our standard MTA also permits you to transfer those of your modifications that you or your transferees publish, if required by and in accordance with the rules of the respective publication, but not for any excluded use, including not for any commercial use. We do, however, request you to ensure that we and (as applicable) the respective contributor of the cell line are identified as the source of the respective cell line, and are given such credit as is scientifically appropriate and customary, in any of your publications that contain information derived from or from the use of any CLS Materials.

Be reassured that any other developments created you or any permitted transferee shall be owned by your (or the transferee, if applicable) and can be freely used and transferred. We impose no restriction on such other developments under the MTA. We do, however, retain ownership of all property and any other applicable rights in the original material supplied to you, its progeny and unmodified derivatives as well as any of the foregoing that exist in your modifications, and these will remain subject to the terms and conditions of the MTA.

If your institution or company has not previously ordered from us or has not already signed an up-to-date MTA with us, then upon your order, email, or call, we will promptly reach out to arrange the transfer of materials under an applicable and signed MTA.

If your institution or company is already one of our valued customers and has already signed an up-to-date MTA with us, then the most efficient way to order the cell lines you need for your research project is to simply print, complete and return a Statement of Material and we can then supply those cell lines under the already existing MTA.

In either case, rest assured, your order will be processed and dispatched swiftly following the completion of the appropriate documentation.

Our MTA model does not provide rights for you (or any of your transferees) to use CLS Material for any commercial use or for any excluded use. This means, inter alia, that you cannot transfer them to: (a) any university core facility, not-for-profit entity, contract research, development and/or manufacturing organisation, or any other third-party contractor (“CRO”) for them to use to perform a service task (even if of permitted internal research) on your behalf for a fee or other directly resulting commercial advantage or financial gain; or (b) any other scientist working in another laboratory at your research site for them to use in a project that you are not coordinating. You should also not use our cell lines or their related CLS Material in, as part of or to create any de-facto internal biological material repository or core facility

However, should you believe that you may need such (or other additional) rights to use CLS Material for any particular purpose, application, project, or endeavour — or are already dreaming big and commercial (“Additional Needs”)? No problem! Reach out, and let's talk about crafting a win-win solution together!

We strive to understand those needs most typically experienced by our diverse research-driven customer base, regardless of whether such a customer is an academic research institution, a small biotechnology company, an international pharmaceutical group of affiliated companies, or a CRO. We recognise that each customer may have significantly different such needs and associated constraints (including financial), and hence we also recognise the distinct nature of each inquiry for Additional Needs from our customers. We are therefore committed to providing each customer with an appropriate solution for the grant of those rights or permissions that most suitably align with the objectives of such customer’s Additional Needs, as well as fall within its reasonable constraints.

For example, we can solve the two typical Additional Needs exemplified in (i) and (ii) above quickly and easily — typically with a case-specific addendum to the MTA and for each individual transfer that enables a pre-specified, customary and small-scale project or service at an additional cost of no more than the then-current catalogue price of the original material corresponding to the applicable CLS Material, as if the intended transferee were instead to purchase such original material directly from us.

For Larger Organizations, Entities Requiring More Flexibility or Commercial Use, and CROs

Envisioning site-wide or multi-site use of our products in any of your organization’s projects (or those of its affiliates)? Already planning to contract specific research activities to several CROs? Does your organization have specific commercial use needs for our products? In particular, is your organization a contract research, development and/or manufacturing organisation hoping to incorporate use of our products within its clients’ projects?

Fantastic! We're here to collaborate and ensure you get the appropriate rights for using our products for your specific needs. Let's start the conversation and make great things happen! In these cases, our standard MTA model may not be sufficient or appropriate for you or appropriate for you.

In such cases, and recognizing the distinct nature of each inquiry, we are committed to providing you with the most optimal contractual and financial solution under a specifically negotiated version of one of our template supply agreements, so that this solution best aligns with your project’s objectives and your organization’s reasonable business constraints. Here are a few examples of how you can utilize our products under such a specific and applicable supply agreement:

• Basic research activities related to any researcher’s project at a single research site, or across multiple sites (including those of affiliates)
• Quality control such as biological or batch release, potency, or viral clearance
• Manufacture or production
• Clinical trials or other pre-market testing
• Sale, license, lease, export, distribution or other transfer in return for consideration
• Positive/negative controls
• Product/compound validation
• Feasibility studies
• Sterility testing
• Clinical diagnostics
• Gene expression studies
• High-throughput technologies
• Proficiency testing
• Research reagents and tools
• Toxicology testing
• Drug / nutraceutical development
• Contract research — drug discovery, preclinical services, screening
• Contract research — generation and transfer of client-specific materials
• Product development assays
• Vaccine manufacture
• Contract pharmaceutical manufacture
• Human and veterinary pharmaceuticals