Material Transfer Agreement

1. Orders

Purchaser may order Materials and Data from AddexBio on an as-needed basis through www.AddexBio.com. "Materials" refers to any and all human biological materials described on this site, including without limitation, cell lines, tissue specimens, tissue derivatives or biofluids. "Data" refers to any and all clinical or research information related to or derived from the Materials. Purchaser's receipt of an electronic or other form of order confirmation shall not be conclusive of AddexBio's acceptance of your order, nor shall it constitute confirmation of AddexBio's offer to sell. AddexBio reserves the right at any time after receipt of any order to accept, decline, or limit the order for any reason. AddexBio shall not be liable to Purchaser for orders that are not processed or accepted due to technical difficulties of this site. All dates designated by AddexBio for the transfer of Materials and Data are subject to the availability of appropriate Materials and Data.

2. Advertising Disclaimer

In the event a product or service is listed at an incorrect price or with incorrect information, AddexBio shall have the right to refuse or cancel any orders placed for products or services listed at the incorrect price.

3. Research Use

Purchaser may not use the Materials and Data for any research use that: (a) is in contravention of any applicable federal, state or local statutes or regulations; (b) involves the use of the Materials and Data for transplantation or injection into human subjects.

4. Ethical Research Use

Purchaser shall use the Materials and Data in accordance with any and all applicable statutes, regulations and guidelines. Purchaser warrants to AddexBio that it has obtained all institutional, ethical and privacy review board approvals necessary to conduct the Research Use. Purchaser also warrants that it shall place any unused Materials or Data into secure long term storage or shall dispose of unused Materials or Data in accordance with all applicable statutes, regulations and ordinances. Purchaser shall adhere to applicable statutes, regulations and guidelines, or deviation from approved protocols for the Research Use, constitutes immediate breach of this Agreement and provides grounds for immediate termination of this Agreement by AddexBio without prejudice to AddexBio's rights under this Agreement.

5. Restriction on Sale

Purchaser shall not transfer the Materials and Data to any third party in exchange for financial compensation or property, nor enter into any transaction which may reasonably be regarded as a sale of the Materials or Data.

6. Restriction on Transfer

Purchaser warrants to AddexBio that any and all transfers of the Materials or Data to any third party shall be only for limited research, archive, storage or transport purposes only; and that Purchaser shall retain control over the Materials or Data.

7. Inventions

Purchaser has exclusive right and title to manufacture, use, maintain, store or dispose of the following: (a) the data and information generated by either Party during the course of this Agreement and arising from use of the Materials or Data; (b) intellectual property rights embodied by or arising from the data and information generated ruing the course of this Agreement and arising from use of the Materials or Data. Except as provided below in Section 8 of this Agreement, Purchaser maintains exclusive and worldwide right and title to any and all results, inventions, ideas, methods, concepts, processes, formulas, protocols, data, results, works of authorship, process or design improvements, discoveries, developments, design, techniques and other know-how, whether or not patentable, developed by either Party as a result of use of the Materials or Data.

8. Exclusions

AddexBio internal processes, including without limitation, processes related to on site Materials and Data storage, quality control, contract research service offerings, transfer, databases, inventories, tracking, and internal research and development, together with any and all improvements thereto, are the exclusive intellectual property of AddexBio. Nothing in this agreement may be interpreted so as to grant rights to Purchaser in any of these AddexBio Processes, regardless of whether use of the Materials was involved in the discovery, testing or application of such AddexBio Processes. Also, AddexBio retains all rights to any and all trademarks or copyrights associated with the AddexBio Processes and any products or services listed on this site.

9. Hazardous Materials

Materials delivered pursuant to this Agreement are understood by the Parties to be experimental in nature and may have hazardous properties. AddexBio makes no representations and extends no warranties, either express or implied, as to the merchantability or fitness of the Materials or Data for a particular purpose.

10. Precautions

Purchaser shall ensure that its employees or others who handle the Materials on its behalf are made aware of the hazards and risks involved in handling human biological materials and of the relevant provisions of this Agreement. Purchaser shall ensure that it has in place all necessary safety procedures and practices and that its employees and others comply with all safety requirements necessary for their protection from harm. AddexBio accepts no liability for harm caused to Purchaser, its employees, or others who handle the Materials on Purchaser's behalf, by exposure to or handling of the Materials.

11. Assumption of Risk

Except to the extent prohibited by law, Purchaser assumes all liability for damages that may arise from the use, storage, processing or disposal of the Materials and Data. AddexBio will not be liable to Purchaser for any loss, claim or demand made by Purchaser, or made against Purchaser by any other party, due to or arising out of the use of the Materials or Data, except to the extent caused by the negligence or willful misconduct of AddexBio. Please note that failure to agree with the Privacy Policy, Terms, Warranty, and Conditions of Use , including this Sales Agreement, will prevent you from being able to make purchases of products and services on www.AddexBio.com.

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