1. License Grant
Subject to payment of the exclusive license fee ($10,000 USD per construct) and Licensee's ongoing compliance with all terms herein, Scoville Splice grants Licensee an exclusive, non-transferable, non-sublicensable license to use the licensed genetic construct file(s) for commercial research, development, and commercialization within the exclusive territory and field of use specified in the construct's datasheet and as confirmed in the purchase confirmation email. "Exclusive" means Scoville Splice will not grant the same construct to any other licensee within the same territory and field of use during the exclusivity period.
2. Scope of Exclusivity
Exclusivity is limited to the specific territory (e.g., North America) and field of use (e.g., commercial Capsicum cultivation) specified at purchase. Scoville Splice retains the right to: use the construct for its own internal research; license the construct for other fields of use or territories not covered by this exclusive license; license constructs that were developed independently and achieve similar results through different sequence designs. This license is exclusive in the specified territory and field only — it is not a "blocking" exclusive that prevents Scoville Splice from competing in adjacent fields.
3. Permitted Uses
Under this Exclusive License, Licensee may: conduct all commercial R&D and commercialization activities within the exclusive territory and field of use; apply for regulatory approvals (USDA, EPA, FDA, and international equivalents) for products incorporating the licensed trait; sublicense to wholly-owned subsidiaries of Licensee only, with written notice to Scoville Splice within 30 days; commercialize, manufacture, and sell products incorporating the licensed trait within the exclusive territory and field.
4. Licensee's Obligations
In exchange for exclusivity, Licensee agrees to: use commercially reasonable efforts to develop and commercialize a product incorporating the licensed trait within the exclusive territory and field of use; provide Scoville Splice with an annual written report (due each January 1) describing development progress, milestones achieved, and anticipated commercialization timeline; notify Scoville Splice promptly if Licensee decides to abandon commercialization efforts; not hold the exclusive license purely to block competitors without intent to commercialize (such use constitutes a material breach).
5. Reversion to Non-Exclusive
If Licensee fails to achieve first commercial sale within five (5) years of the license purchase date, or if Licensee materially breaches the commercialization obligations in Section 4 and fails to cure within 90 days of written notice, this license automatically converts to a non-exclusive commercial license under the Commercial License Agreement terms, with no refund of the exclusivity premium. Scoville Splice will then be free to license the construct to other parties in the territory and field.
6. Fees
The exclusive license fee is $10,000 USD per construct, payable at checkout. This covers the exclusivity right and commercial R&D use. Commercialization royalties are negotiated separately as described in Section 7. The exclusivity fee is non-refundable under any circumstances.
7. Commercialization Royalties
Licensee agrees to contact Scoville Splice at scovillesplice@gmail.com within 180 days of initiating product commercialization to negotiate a royalty agreement. Standard royalty rates for exclusive licensees are lower than for commercial licensees in recognition of the exclusivity premium paid. Failure to initiate these negotiations upon commercialization is a material breach of this agreement.
8. Term
This exclusive license is valid for ten (10) years from the purchase date, automatically renewing for successive two-year terms unless either party provides 180 days' written notice of non-renewal. Renewal of exclusivity is subject to Licensee's continued compliance with commercialization obligations and payment of a renewal fee (to be agreed at renewal).
9. Intellectual Property
Scoville Splice retains all ownership of the licensed construct. Improvements made by Licensee are owned by Licensee, subject to Scoville Splice's retained non-exclusive research license. Both parties agree to negotiate in good faith regarding joint IP arising from collaborative development.
10. No Warranty; Limitation of Liability
CONSTRUCT FILES ARE PROVIDED "AS IS." SCOVILLE SPLICE DOES NOT WARRANT COMMERCIAL VIABILITY OR REGULATORY APPROVABILITY OF ANY CONSTRUCT. SCOVILLE SPLICE'S TOTAL LIABILITY SHALL NOT EXCEED THE EXCLUSIVE LICENSE FEE PAID.
11. Governing Law
This agreement is governed by the laws of the State of Delaware. Disputes are subject to binding arbitration under the Terms of Service. Notwithstanding the foregoing, either party may seek emergency injunctive relief in any court of competent jurisdiction.
12. Contact
Exclusive licensing inquiries: scovillesplice@gmail.com