CUSTOMER warrants that it has all necessary licenses and rights, including but not limited to, all patent and other intellectual property rights, in all sequences and materials provided to ATUM in connection with any services to be provided to CUSTOMER by ATUM. CUSTOMER hereby agrees to and shall indemnify and hold harmless ATUM and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representation and warranty or arising out of any action related to actual or alleged infringement of third-party patents directed at ATUM in connection with services provided to CUSTOMER.
ATUM will claim no ownership interest or intellectual property rights in sequences provided by CUSTOMER, or in sequences designed by ATUM for CUSTOMER and paid for in full by CUSTOMER (collectively, the “CUSTOMER Work Product”). Upon completion of the Services, ATUM will retain one copy of the CUSTOMER Work Product for archival purposes and as required by applicable biosecurity laws and regulations.
Ownership of all proprietary tools used, developed or improved in providing the Services, including but not limited to gene synthesis process and assembly improvements, optimization algorithms, and related know-how, including any proprietary software created therefor, at all times will remain the property of ATUM.
ATUM uses proprietary gene and codon optimization methods to optimize the expression properties of DNA sequences in order to fulfill CUSTOMER’S order. These proprietary methods are covered by United States Patents Nos. 7,561,972, 7,561,973, 8,126,653, 8,401,798 and related pending patent applications, each of which has been assigned to ATUM. By requesting a quote or placing an order for optimized genetic sequences, CUSTOMER agrees not to synthesize, or authorize or permit any third-party to synthesize, the optimized sequences provided to CUSTOMER pursuant to the terms of the quote or order, or sequences derived using information from these sequences.