Terms & Conditions

CELLSCRIPT™ agrees to sell its products under the Terms and Conditions below and, by purchasing CELLSCRIPT™’s products, the organization that orders or buys products from CELLSCRIPT™ (hereinafter “Purchaser”) agrees to the Terms and Conditions herein. These Terms and Conditions cannot be superseded without express written agreement by an officer of CELLSCRIPT™. CELLSCRIPT™’s failure to object to provisions contained in any purchase order or other form or document from Purchaser shall not be construed as a waiver of these Terms and Conditions or an acceptance of any such provision. Purchaser agrees to hold harmless and indemnify CELLSCRIPT™ and its employees from and against any and all claims, losses, damages or other liability, including reasonable attorneys’ fees, resulting from a use of the purchased products that is not in accordance with these Terms and Conditions.

Disclaimer of Liability

CELLSCRIPT™ will not be responsible for injury or damages resulting from the use or misuse of any of its products. Purchaser will assure that all persons using the products are technically qualified as defined in 40 C.F.R. § 720.3(ee) and follow existing laws, guidelines, and regulations of all governmental bodies and agencies, including but not limited to the Guidelines for Research involving Recombinant DNA Molecules (N.I.H. Guidelines) as presented in the Federal Register, July 5, 1994 (59 FR 34496) and any amendments thereto.

Warranty

CELLSCRIPT™ warrants that its products will conform to the standards stated in its product specification sheets in effect at the time of shipment. CELLSCRIPT™ will replace, free of charge, any product that does not conform to the specifications. The performance of this product is guaranteed for one year from the date of purchase. This warranty limits CELLSCRIPT™’s liability only to the replacement of the product. THIS WARRANTY IS EXCLUSIVE, AND CELLSCRIPT™ MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The stated express warranties, and the remedy provided for breach thereof, are in lieu of all other liability or obligations of CELLSCRIPT™ for any damages whatsoever arising out of or in connection with the delivery, use, performance, or the inability to use any of its products. IN NO EVENT SHALL CELLSCRIPT™ BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS). Without limiting the effect of the preceding sentence, CELLSCRIPT™’s maximum liability, if any, shall not exceed the purchase price paid by Purchaser for the product.

Patent Disclaimer

Unless explicitly stated, no license or immunity under any patent is either granted or implied by the sale of any of CELLSCRIPT™’s products. CELLSCRIPT™ does not warrant that the use or re-sale of its products delivered will not infringe the claims of any United States or other patents, trademarks, or copyright covering the product itself, or its use in combination with any other product, or in the operation of any process, and Purchaser assumes all risks of patent, trademark, or copyright infringement by reason of any such use, combination, or operation.

Product Changes

CELLSCRIPT™ reserves the right to discontinue the sale of any product or to make changes in any product at any time without notice.

Product Use

Unless otherwise explicitly stated or agreed in writing, a product sold by CELLSCRIPT™ is for research use only and is not to be administered to humans or animals or used for pharmaceutical, in vitro diagnostic, or any other Commercial Purpose. “Commercial Purpose” means any and all uses of this product and derivatives by a party for monetary or other consideration, including but not limited to use: (1) to manufacture a product; (2) to provide a service, information or data; and/or (3) to re-sell the product or its derivatives whether or not such product or derivatives are re-sold for use in research. Products are not for re-sale except with express written permission of CELLSCRIPT™. Inquiries related to uses of CELLSCRIPT™’s products are welcomed.

Uses and Label Licenses for Specific Products

mScript™ Complete mRNA Production Systems

CELLSCRIPT™’s INCOGNITO™ T7 mScript™ Complete Ψ-mRNA Production System (“Product’) is for making Ψ-mRNA having reduced innate immunogenicity in mammalian cells. This Product and the compositions and methods and uses thereof are covered by WIPO PCT Patent Application Numbers WO2007024708A2 and WO2011071931A2 and U.S. Patent Numbers US8278036B2 and US9750824B2, and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by the University of Pennsylvania and licensed to CELLSCRIPT™.

The Min-Immune™ Gold dsRNA Removal Module of this Product effectively removes double-stranded RNA contaminants that are generated as by-products of making mRNA using a process comprising in vitro transcription (IVT) of a DNA template encoding said mRNA. This Module and the compositions and methods and uses thereof are covered by WIPO PCT Patent Application Number WO2013102203A2 and U.S. Patent Number US12059479B2 and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by CELLSCRIPT™.

By purchasing Product from CELLSCRIPT™ or an authorized distributor of CELLSCRIPT™ (herein, “Purchaser”), Purchaser receives a limited non-exclusive, non-transferable, non-sublicensable right (“Limited License”) to use the purchased Product solely for its own internal laboratory research use (the “Licensed Use”) and Purchaser agrees to cite the name of the Product and CELLSCRIPT™ as its source in any verbal or written public disclosure about said Licensed Use. The Licensed Use expressly excludes any Commercial Use comprising [A] any diagnostic, prophylactic, clinical, therapeutic or other use in humans, [B] any veterinary, livestock, agricultural use in animals, [C] making or using Ψ-mRNA encoding transcription factors or cell reprograming factors to generate human induced pluripotent stem cells (iPSCs), hematopoietic stem or progenitor cells, neurons, immune cells or any other differentiated cells, and/or [D] manufacture, distribution, importation, exportation, or sale of any other products and/or services made using Product for which Purchaser receives compensation of any kind, it being understood that [A]–[D] are separately and/or collectively defined as a “Commercial Use” herein. No other license rights are granted, expressly or implied, to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Product or any other CELLSCRIPT™ product or service. By purchase of Products, Purchaser agrees not to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Products, components of Products, or derivatives of Products, or to provide services, information, or data obtained by the use thereof in exchange for money or other consideration. CELLSCRIPT™ provides no warranties (statutory or implied) concerning non-infringement of intellectual property rights of any other parties, and all such warranties are expressly disclaimed. This Limited License terminates automatically if Purchaser breaches any of the terms herein.

The license remains in effect if the product is being used in accordance with the license terms. The license is terminated immediately upon user’s breach of any of the license terms, such as using the product for commercial purposes without proper authorization.

CELLSCRIPT™’s INCOGNITO™ T7 mScript™ Complete N1meΨ-mRNA Production System (“Product”) is for making N1meΨ-mRNA having reduced innate immunogenicity in mammalian cells. This Product and the compositions and methods and uses thereof are covered by WIPO PCT Patent Application Numbers WO2007024708A2 and WO2011071931A2 and U.S. Patent Numbers US8278036B2 and US9750824B2, and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by the University of Pennsylvania and licensed to CELLSCRIPT™.

By purchasing Product from CELLSCRIPT™ or an authorized distributor of CELLSCRIPT™ (herein, “Purchaser”), Purchaser receives a limited non-exclusive, non-transferable, non-sublicensable right (“Limited License”) to use the purchased Product solely for its own internal laboratory research use (the “Licensed Use”) and Purchaser agrees to cite the name of the Product and CELLSCRIPT™ as its source in any verbal or written public disclosure about said Licensed Use. The Licensed Use expressly excludes any Commercial Use comprising [A] any diagnostic, prophylactic, clinical, therapeutic or other use in humans, [B] any veterinary, livestock, agricultural use in animals, [C] making or using N1meΨ-mRNA encoding transcription factors or cell reprograming factors to generate human induced pluripotent stem cells (iPSCs), hematopoietic stem or progenitor cells, neurons, immune cells or any other differentiated cells, and/or [D] manufacture, distribution, importation, exportation, or sale of any other products and/or services made using Product for which Purchaser receives compensation of any kind, it being understood that [A]–[D] are separately and/or collectively defined as a “Commercial Use” herein. No other license rights are granted, expressly or implied, to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Product or any other CELLSCRIPT™ product or service. By purchase of Products, Purchaser agrees not to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Products, components of Products, or derivatives of Products, or to provide services, information, or data obtained by the use thereof in exchange for money or other consideration. CELLSCRIPT™ provides no warranties (statutory or implied) concerning non-infringement of intellectual property rights of any other parties, and all such warranties are expressly disclaimed. This Limited License terminates automatically if Purchaser breaches any of the terms herein.

CELLSCRIPT™’s T7 mScript™ Complete Standard mRNA Production System (“Product“) is for making standard (U)-mRNA having reduced innate immunogenicity in mammalian cells. This Product and the compositions and methods and uses thereof are covered by WIPO PCT Patent Application Numbers WO2007024708A2 and WO2011071931A2 and U.S. Patent Numbers US8278036B2 and US9750824B2, and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by the University of Pennsylvania and licensed to CELLSCRIPT™.

The Min-Immune™ Gold dsRNA Removal Module of this Product effectively removes double-stranded RNA contaminants that are generated as by-products of making mRNA using a process comprising in vitro transcription (IVT) of a DNA template encoding said mRNA. This Module and the compositions and methods and uses thereof are covered by WIPO PCT Patent Application Number WO2013102203A2 and U.S. Patent Number US12059479B2 and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by CELLSCRIPT™.

By purchasing Product from CELLSCRIPT™ or an authorized distributor of CELLSCRIPT™ (herein, “Purchaser”), Purchaser receives a limited non-exclusive, non-transferable, non-sublicensable right (“Limited License”) to use the purchased Product solely for its own internal laboratory research use (the “Licensed Use”) and Purchaser agrees to cite the name of the Product and CELLSCRIPT™ as its source in any verbal or written public disclosure about said Licensed Use. The Licensed Use expressly excludes any Commercial Use comprising [A] any diagnostic, prophylactic, clinical, therapeutic or other use in humans, [B] any veterinary, livestock, agricultural use in animals, [C] making or using U-mRNA encoding transcription factors or cell reprograming factors to generate human induced pluripotent stem cells (iPSCs), hematopoietic stem or progenitor cells, neurons, immune cells or any other differentiated cells, and/or [D] manufacture, distribution, importation, exportation, or sale of any other products and/or services made using Product for which Purchaser receives compensation of any kind, it being understood that [A]–[D] are separately and/or collectively defined as a “Commercial Use” herein. No other license rights are granted, expressly or implied, to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Product or any other CELLSCRIPT™ product or service. By purchase of Products, Purchaser agrees not to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Products, components of Products, or derivatives of Products, or to provide services, information, or data obtained by the use thereof in exchange for money or other consideration. CELLSCRIPT™ provides no warranties (statutory or implied) concerning non-infringement of intellectual property rights of any other parties, and all such warranties are expressly disclaimed. This Limited License terminates automatically if Purchaser breaches any of the terms herein.

INCOGNITO™ kits

INCOGNITO™ kits or other products or services comprising N1-methyl-pseudouridine, pseudouridine, 5-methyl-cytidine and/or other modified nucleotides for use in making RNA or mRNA (the “Products”) that are covered by technologies and IP disclosed in U.S. Patent Nos. 8,278,036 and 9,750,824 and PCT Publ. Nos. WO 2007/024708 and WO/2011/071931 and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by the University of Pennsylvania and licensed to CELLSCRIPT™ (“Products”) are sold for research use only.

By purchasing these Products from CELLSCRIPT™ or an authorized distributor of CELLSCRIPT™, Purchaser receives a limited non-exclusive, non-transferable right to use the Products purchased from CELLSCRIPT™ solely for its own internal laboratory research use (the “Product Use”). Such Product Use expressly excludes any Commercial Use comprising [A] clinical or other use in humans, [B] veterinary, livestock, agricultural or commercial use in animals, and/or [C] manufacture, distribution, importation, exportation, or sale of any products and/or services made using Products, it being understood that [A]–[C] are separately and/or collectively defined as a “Commercial Use” herein. By purchase of Products, Purchaser agrees not to make, import, use, transfer, offer for sale, or sell Products, components of Products, or derivatives of Products, including modified nucleoside-containing RNA or cells made by use of Products, or to provide services, information, or data obtained by the use thereof in exchange for money or other consideration. CELLSCRIPT™ provides no warranties (statutory or implied) concerning non-infringement of intellectual property rights of any other parties, and all such warranties are expressly disclaimed. Please contact CELLSCRIPT™ to inquire about a license for a Commercial Use.

The license remains in effect as long as the product is being used in accordance with the license terms. The license is terminated if the user breaches any of the license terms, such as using the product for commercial purposes without proper authorization.

Min-Immune™ Gold dsRNA Removal Kit

CELLSCRIPT™’s Min-Immune™ Gold dsRNA Removal Kit (“Product“) effectively removes double-stranded RNA (dsRNA) contaminants that are generated as by-products of making mRNA using a process comprising In vitro transcription (IVT) of a DNA template encoding said mRNA. This Product and the compositions and methods and uses of any thereof are covered by United States and International Patents and Patent Applications including and derived from World Patent Organization PCT Patent Application Number WO 2013/102203A1 and U.S. Patent Number US12059479B2, and further patents that issue from divisional and continuation patent applications thereof.

By purchasing Product from CELLSCRIPT™ or an authorized distributor of CELLSCRIPT™ (herein, “Purchaser”), Purchaser receives a limited non-exclusive, non-transferable, non-sublicensable right (“Limited License”) to use the purchased Product solely for its own internal laboratory research use (the “Licensed Use”) and Purchaser agrees to cite the name of the Product and CELLSCRIPT™ as its source in any verbal or written public disclosure about said Licensed Use. The Licensed Use expressly excludes any Commercial Use comprising [A] any diagnostic, prophylactic, clinical, therapeutic or other use in humans, [B] any veterinary, livestock, agricultural use in animals, and/or [C] manufacture, distribution, importation, exportation, or sale of any other products and/or services made using Product for which Purchaser receives compensation of any kind, it being understood that [A]–[C] are separately and/or collectively defined as a “Commercial Use” herein. No other license rights are granted, expressly or implied, to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Product or any other CELLSCRIPT™ product or service. By purchase of Products, Purchaser agrees not to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Products, components of Products, or derivatives of Products, or to provide services, information, or data obtained by the use thereof in exchange for money or other consideration. CELLSCRIPT™ provides no warranties (statutory or implied) concerning non-infringement of intellectual property rights of any other parties, and all such warranties are expressly disclaimed. This Limited License terminates automatically if Purchaser breaches any of the terms herein.

INCOGNITO™ iPSCMax™ Ψ-mRNA Reprogramming Mix

CELLSCRIPT™’s INCOGNITO™ iPSCMax™ Ψ-mRNA Reprogramming Mix (“Product”) is for rapid and efficient induction of induced pluripotent stem cells (iPSCs) from ex vivo human or mammalian fibroblasts. This Product and the compositions, kits, systems, methods and/or uses thereof are covered by WIPO PCT Patent Application Numbers WO2007024708A2 and WO2011071931A2 and U.S. Patent Numbers US8278036B2 and US9750824B2, and U.S. and international divisional, continuation, or other patents and patent applications derived therefrom that are owned by the University of Pennsylvania and licensed to CELLSCRIPT™, and by U.S Patent Number US 9,580,689 B2, which is exclusively licensed to CELLSCRIPT™ by the University of Minnesota.

By purchasing Product from CELLSCRIPT™ or an authorized distributor of CELLSCRIPT™ (herein, “Purchaser”), Purchaser receives a limited non-exclusive, non-transferable, non-sublicensable right (“Limited License”) to use the purchased Product solely to generate iPSCs from ex vivo human fibroblast cells for its own internal laboratory research use (the “Licensed Use”) and Purchaser agrees to cite the name of the Product and CELLSCRIPT™ as its source in any verbal or written public disclosure about said Licensed Use. The Licensed Use expressly excludes using Product for any Commercial Use or for making any product for Commercial Use, including: [A] for any diagnostic, prophylactic, clinical, therapeutic or other use in humans, [B] for any veterinary, livestock, or agricultural use in animals, [C] for generating human iPSCs, hematopoietic stem or progenitor cells, neurons, immune cells or any other cells, and/or [D] for the manufacture, distribution, importation, exportation, or sale of products and/or services made using Product for which Purchaser receives compensation of any kind, it being understood that [A]–[D] are separately and/or collectively defined as a “Commercial Use” herein. No license rights are granted, expressly or implied, to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Product, derivatives of Product, or services using Product for a Commercial Use. By purchasing Product, Purchaser agrees not to make, have made, import, export, use, reverse engineer, transfer, offer for sale, or sell Product, components of Product, or derivatives of Product, or to provide services, or to generate information, data, compositions, methods, applications, or uses thereof in exchange for money or any other consideration, and Purchaser agrees not to use Product, components of Product, or derivatives of Product to support filing of a patent application in any country or other patent office in the world unless otherwise agreed by CELLSCRIPT™ in writing prior to such use. CELLSCRIPT™ provides no warranties (statutory or implied) concerning merchantability or fitness of Product for a particular use and does not represent or warrant that Purchaser’s use of Product will not infringe patent or other intellectual property rights of any other party, and all such warranties of non-infringement are expressly disclaimed. This Limited License terminates automatically if Purchaser breaches any of the terms herein.

This Limited License remains in effect if Product is being used in accordance with the license terms. The license is terminated immediately upon user’s breach of any of the license terms, such as using the product for commercial purposes without proper authorization.

Custom mRNA Services

Research Use Only Definition:
Products designated as Research Use Only (RUO) are intended solely for laboratory research purposes. These products are not intended for use in the manufacture of clinical materials, in vitro diagnostic applications, therapeutic applications, or in humans or animals.

RUO products are not manufactured under current Good Manufacturing Practice (cGMP) regulations (21 CFR Parts 210, 211, or 600 series, as applicable).

The purchaser is solely responsible for determining the suitability of RUO materials for their specific research applications.
RUO products are not approved, cleared, or registered by the U.S. Food and Drug Administration (FDA).

GMP-Grade Material Definition:
Products designated as “GMP-Grade” are manufactured under a documented quality management system designed to align with applicable current Good Manufacturing Practice (cGMP) requirements, as appropriate for the material’s classification and intended use.

Such products are supplied solely as raw materials, critical raw materials, starting materials, or ancillary materials for further manufacture into regulated products by the customer.

These products are not finished drug products, therapeutics, biologics, or medical devices and are not approved, cleared, licensed, or otherwise endorsed by the U.S. Food and Drug Administration (FDA).

Manufacturing occurs in facilities operating under cGMP-aligned quality systems. FDA establishment registration is maintained only where required by applicable law and product classification.

The customer is solely responsible for determining material suitability, regulatory classification, and compliance with all applicable GxP and regulatory requirements for the customer’s final product and its intended use.

Trademarks

Adenylator™, A-Plus™, Cap-Clip™, CELLSCRIPT™, EZ-QC™, INCOGNITO™, iPSCMax™, MessageMAX™, Min-Immune™, mScript™, ScriptCap™, ScriptGuard™, SP6-Scribe™, T7-FlashScribe™, T7-Scribe™ and TempliAMP™ are trademarks of CELLSCRIPT™, Madison, Wisconsin.

All other trademarks, service marks, logos, product names, and company names that appear on the website are the property of their respective owners. Any use of such third‑party trademarks is for identification purposes only and does not imply any endorsement, sponsorship, or approval by their owners.

Prices and Shipping Charges

Prices quoted are in U.S. dollars and are for orders sent as a single shipment. Payment should be in U.S. dollars within 30 days from date of invoice. Thereafter, Customer agrees to pay a carrying charge of 1.5% per month of the unpaid balance. Unless otherwise agreed in writing, shipping charges will be pre-paid and added to the invoice and Purchaser is responsible for wire and other payment fees.

Terms & Conditions

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