Title and License to Designs and Compounds. ChemDiv retains title and reserves all rights to its Discovery Collection©, Discovery outSource® and Chemistry on Demand® Compound Designs (“Designs and Compounds”) except as provided herein. ChemDiv grants the Purchaser a royalty-free, worldwide license for any commercial use of its Designs and Compounds, except for sale, transfer, or sublicense to Third Parties without prior consent. Purchaser will have the title and unrestricted rights for any derivative design and compound in any field of use.
No Infringement. ChemDiv has no knowledge that the transfer to and use by the Purchaser of any delivered Designs and Compounds will violate any Patents which have been issued, or that other proprietary rights of any Third Party would be infringed by the manufacture, use, sale or distribution of the Designs and Compounds.
Indemnification. Purchaser agrees to indemnify, defend and hold harmless ChemDiv from and against any loss, damage, or liability, including interest and penalties and reasonable attorney's fees, and any claim, complaint, suit, proceeding or cause of action against ChemDiv resulting from or arising out of the Purchaser’s use of the Designs and Compounds supplied by the ChemDiv.
No Resale. The resale, grant, gift, transfer or trade of the Designs and Compounds in whole or part, or any associated data, to any Third Party is prohibited without the express written consent of ChemDiv.
The libraries and compounds transferred to customers are provided for convenience, so the customer can verify the chemical structures, assess their physio-chemical and biological characteristics, and determine the suitability of the libraries and compounds for their own research and development purposes.
The purchaser has full rights to make, use, and have made the compounds and libraries. Purchasers hold title and unrestricted rights for any derivative design or derivative compound in any field of use. ChemDiv reserves a right, in advance, to evaluate any proposed transfer, sale or sublicensing of its libraries and compounds to any third party, and provide its consent