Please review Mirimus’ General Terms of Use and Conditions and Payment Terms and Conditions:

The foregoing represents the General Terms of Use and Conditions applicable to Mirimus’ products, services or mice.  Acceptance of delivery of products, services or mice, shall be deemed agreement to these terms and conditions.  No purchase order or other document transmitted by purchaser or recipient that may modify the terms and conditions hereof, shall be in any way binding on Mirimus, and instead the terms and conditions set forth herein, including any special terms and conditions set forth separately, shall govern the sale of products, services or mice by Mirimus.

“Mice” means mouse strains, their progeny derived by inbreeding or crossbreeding, unmodified derivatives from mouse strains or their progeny supplied by Mirimus. “Products” means biological materials, including but not limited to DNA or RNA materials supplied by Mirimus, and their derivatives. “Recipient” or “Purchaser” means each recipient of mice, products or services provided by Mirimus including each institution, its employees and other researchers under its control.

Mice and Products produced for Purchaser remain the sole and exclusive property of Mirimus and are nonexclusively distributed under rights to patents and intellectual property licensed from various institutions. Any custom made product may be resold and delivered to additional Recipients without notice. Purchasers may purchase exclusive rights for a limited time period. Please inquire with Mirimus customer for further details.

Purchasers agree and acknowledge the following terms of use: Title to these mice and products and biological materials derived from them remains solely and exclusively with Mirimus, Inc.  Mice or products shall not be: (i) used for any purpose other than internal research, (ii) sold or otherwise provided to any third party for any use, (iii) provided to any agent or other third party to provide breeding or other services for resale, (iv) bred for any reason other than internal research purposes, or (v) subjected to reverse engineering.  Acceptance of products, services or mice from Mirimus shall be deemed as agreement by recipient to these conditions, and departure from these conditions requires Mirimus’s prior written authorization.

NO LIABILITY

In no event shall Mirimus, its trustees, directors, officers, employees, and affiliates be liable for any causes of action or damages, including any direct, indirect, special, or consequential damages, arising out of the provision of mice, products or services, including economic damage or injury to property and lost profits, and including any damage arising from acts of negligence on the part of Mirimus, its agents or employees.  Unless prohibited by law, in purchasing or receiving mice, products, or services from Mirimus, purchaser or recipient, or any party claiming by or through them, expressly releases and discharges Mirimus from all such causes of action or damages, and further agrees to defend and indemnify Mirimus from any costs or damages arising out of third party claims.

Mice and products are to be used in a safe manner and in accordance with all applicable governmental rules and regulations.

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

Mirimus shall respect the confidential information it may obtain regarding its customers and their technology, research developments and methods of doing business.  All confidential information coming into Mirimus’ possession, including but not limited to files, records, documents, data, lists, and similar items shall remain the exclusive property of the customer and shall not be used by Mirimus except in the course of the performance of Mirimus’ Services.

CANCELLATION FEES

Customer understands, acknowledges and agrees that its deposit is fully refundable for only ten days from the date of ordering product(s) and/or services.  If Customer cancels an order(s) after ten days from the date of ordering product(s) and/or services, a 20% (twenty percent) non-refundable cancellation fee will be assessed and forfeited.

NO GUARANTEE OF RESULT

Mirimus cannot guarantee any particular result.  Acceptance of delivered products, services or mice shall be deemed agreement to these terms and conditions. Purchaser acknowledges that Mirimus has made no promises about the outcome of Services, and no representation or warranty to purchaser has been made by Mirimus that any expected results will be achieved.  Purchaser acknowledges and agrees that any validated product does not constitute a guaranty that expected results will be achieved.  More specifically, any custom ES cell line or ES-cell derived mice generated from a customized ES cell line will contain genetic combinations from various strains and may not fully capture the characterized phenotype of fully in-bred strains.  Therefore, Mirimus cannot guarantee that customized mice will meet all the expectations.  To ensure that Mirimus mice will meet the needs of individual research projects, Mirimus advises purchasers to independently perform tests on a small number of mice to determine the suitability for the purchaser’s purposes.

EXPECTED PRODUCTION TIMELINE

Production timelines are granted by individual review and stated on the customer invoice(s). In general, the production period for shRNA (MS2) cloning and sequence verification is 3-4 months. Upon completion, shRNAs will be shipped to the recipient for testing and selection. Following recipient review and selection confirmation, Mirimus will initiate production of RNAi mice (MS3). Typical production time is 3-4months until mice reach maturity and are ready for shipment. Please note that this is a guideline and production times may vary based on the specific details of your order.

THE FOREGOING ARE NOT WARRANTIES RELATING TO ANY OF THE SERVICES TO BE PERFORMED OR THE ACCURACY OF THE RESULTS OBTAINED, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

INTELLECTUAL PROPERTY

Use of the Tetracycline controllable expression systems (the “Tet Technology”) is covered by a series of patents which are proprietary to TET Systems GmbH & Co. KG. Academic research institutions are granted an automatic license with the purchase of this product to use the Tet Technology only for internal, academic research purposes, which license specifically excludes the right to sell, or otherwise transfer, the Tet Technology or its component parts to third parties. Notwithstanding the above, academic and not-for profit research institutions whose research using the Tet Technology is sponsored by for profit organizations, which shall receive ownership to all data and results stemming from the sponsored research, shall need a commercial license agreement from TET Systems in order to use the Tet Technology. In accepting this license, all users acknowledge that the Tet Technology is experimental in nature. TET Systems GmbH & Co. KG makes no warranties, express or implied or of any kind, and hereby disclaims any warranties, representations, or guarantees of any kind as to the Tet Technology, patents, or products. All others are invited to request a license from TET Systems GmbH & Co. KG prior to purchasing these reagents or using them for any purpose. Mirimus, Inc. is required by its licensing agreement to submit a report of all purchasers of the Tet-controllable expression system to TET Systems. For license information, please contact: GSF/CEO,TET Systems GmbH & Co. KG, ImNeuenheimer Feld 582,69120 Heidelberg, Germany Tel: +4962215880400 , Fax: +4962215880404 eMail: info@tetsystems.com or use the electronic licensing request form viahttp://www.tetsystems.com/main_inquiry.htm

Mirimus products contain proprietary nucleic acid(s) coding for a proprietary fluorescent protein(s) being, including its derivatives or modifications, the subject of pending patent applications and/or patents owned by Evrogen (hereinafter “Evrogen Fluorescent Proteins”). The purchase of Mirimus products containing Evrogen Fluorescent Proteins conveys to the buyer the non-transferable right to use Evrogen Fluorescent Proteins only for research conducted by the buyer. No rights are conveyed to modify or clone the gene encoding fluorescent protein contained in this product, to use the product for validating or screening compounds or to use Evrogen Fluorescent Proteins for commercial purposes. For information on commercial licensing, contract Evrogen Licensing Department, email:license@evrogen.com.

Use of short hairpin (shRNA) Technology is intellectual property under Cold Spring Harbor Laboratory Core IP. Academic/non-profit research institutions are granted an automatic Limited Use License with the purchase of Mirimus Products to use the shRNA technology only for internal, academic research purposes, which license specifically excludes the right to sell, or otherwise transfer, the shRNA Technology or its component parts to third parties. Notwithstanding the above, academic and not-for profit research institutions whose research using the shRNA Technology is sponsored by for profit organizations, which shall receive ownership to all data and results stemming from the sponsored research, shall need a commercial license agreement from CSHL in order to use the Core IP. For license information, please contact the Office of Technology Transfer, Nichols Building, 1st Floor, Cold Spring Harbor Laboratory, One Bungtown Road, Cold Spring Harbor, NY 11724, Phone: 516/367-8301, Fax: 516/367-8435, email: techtran@chsl.edu.

CSHL Limited Use License (Commercial License)

Acceptance.  This Limited Use License (“License“) contains the exclusive terms and conditions between CSHL and Purchaser for use of the Ancillary Product or Mouse Product that accompanies this License.  By opening the shRNA Product container or in any other way accessing or using the shRNA Product (“Acceptance“), you will create a binding legal contract upon the terms and conditions herein, without modification.  Purchaser’s purchase order or similar terms shall not apply to this License.  If you are not authorized by Purchaser to enter into this License or do not agree to all terms and conditions in this License, then you are prohibited from opening the shRNA Product container or otherwise accessing or using the shRNA Product.

Definitions.  “Affiliate” means, at the time of reference thereto, any corporation, company, partnership, joint venture or other entity which controls, is controlled by or is under common control with the Purchaser, where “control” means direct or indirect ownership of more than 50% of (i) the outstanding stock or other voting rights entitled to elect directors or (ii) all ownership interests (or, in any country where the local law shall not permit foreign equity participation of 50% or more, then the direct or indirect ownership or control of the maximum percentage of such outstanding stock, voting rights or ownership interests permitted by local law).  “Ancillary Product” means any product that is embodied in any Mouse Product or that is directly related to using any Mouse Product, and that uses or embodies any of the shRNA Rights or where the design, development, manufacture or use of such product (in whole or in part) is covered by any of the shRNA IP Rights, and is deemed to include all Progeny thereof.  Ancillary Products include, but are not limited to,shRNAs that can be used and validated in tissue culture models and human counterparts for a mouse shRNA included in a Mouse Product, or any genetically engineered transgenic embryonic stem cell that can be used for generating a Mouse Product.  “CSHL” means Cold Spring Harbor Laboratory.  “Mirimus” means Mirimus, Inc.  “Mouse Product” means any Transgenic shRNA Mouse that uses or embodies any of the shRNA IP Rights or where the design, development, manufacture or use of such mouse (in whole or in part) is covered by any of the shRNA IP Rights, and is deemed to include all Progeny thereof.  “Progeny” means (i) in the case of an Ancillary Product, any and all components, copies, reproductions, modified versions and other derivatives of the Ancillary Product; or (ii) in the case of any Mouse Product, any mouse that results from any breeding, propagation or reproduction program conducted internally by Purchaser, where any ancestor of such mouse was a Mouse Product acquired by Purchaser pursuant to an Authorized Sale, as well as any and all other components, copies, reproductions, modified versions and other derivatives of the Mouse Product.  “Purchaser” means the Commercial Entity that, as a customer of Mirimus, orders, pays for and takes delivery of the shRNA Product.  “shRNA Product” means any Ancillary Product or any Mouse Product.  “Transgenic shRNA Mouse” means any mouse that is of a strain of mice for germ line transmission by embryonic transfer of a gene encoding anshRNA that induces suppression of a gene or genes by RNAi.

Permitted Use.  Portions of the shRNA Product are covered by US and foreign patent applications or patents and other proprietary intellectual property rights owned by CSHL (“shRNA IP Rights“).  Subject to Acceptance and all terms and conditions of this License, sale of any shRNA Product to Purchaser by Mirimus (acting in accordance with all terms and conditions under its license from CSHL, an “Authorized Sale“) conveys to Purchaser only the nonexclusive, nontransferable right under the shRNA IP Rights to use the shRNA Product (including, to produce Progeny) solely for Purchaser’s internal research purposes, and only at its facility where the shRNA Products are delivered by Mirimus.

Duration.  With respect to each shRNA Product (and all its Progeny), Purchaser’s permitted use of such shRNA Product and Progeny under this License shall terminate automatically, without notice or further action by either party, immediately upon any of the following, whichever occurs first:  (a) the expiration date of the last-to-expire patent that is included in the shRNA IP Rights; (b) Purchaser’s breach of any material provision in this License; (c) in the case of an Ancillary Product, 6 months after delivery of the Ancillary Product to Purchaser; or (d) in the case of a Mouse Product, 24 months after delivery of the Mouse Product to Purchaser.  In the case of termination under clause (b), (c) or (d), Purchaser shall stop using and sacrifice or otherwise destroy that shRNA Product and all its Progeny.  Notwithstanding the foregoing, any and all representations, warranties, covenants and other provisions in this License, which by their terms, nature or effect are required or intended to be observed, kept or performed after any expiration or termination, shall survive and remain binding upon and for the benefit of the parties hereto (including without limitation, the sections entitled Records, License Fees, Disclaimers, Limitation of Liability and Indemnification).

Unlicensed Products.  Any shRNA Product that is acquired other than pursuant to an Authorized Sale (including without limitation, any shRNA Product not acquired from Mirimus) shall be deemed to be an “Unlicensed Product“.  This License shall be void and of no effect for Unlicensed Products and shall not convey any express or implied right to make, use or sell Unlicensed Products for any purpose.

General Restrictions.  Purchaser obtains no right to sublicense its rights, or to use any shRNA Product for the benefit of any third party (including without limitation, using any shRNA Product in connection with providing services to any third party or generating commercial databases).  The shRNA Product may not be used in vitro or in vivo for any diagnostic, preventative, therapeutic or vaccine application, or used (directly or indirectly) in humans for any purpose.  Purchaser may not isolate, extract, reverse engineer, derive, copy or separately use any component of the shRNA Product (such as, for example, any shRNA component) for any purpose (including without limitation, for the purpose of making shRNA Products).

Ancillary Product Restrictions.  An Ancillary Product sale shall not be an Authorized Sale unless the sale and intended use of the Ancillary Product is in connection with the past, present or reasonably expected future sale and use of an associated Mouse Product by the Purchaser.  Any sale of Ancillary Products that are comprised of shRNAs and that results in the delivery to Purchaser and its Affiliates, for any Project, of Ancillary Products that target (in the aggregate) more than fifty (50) genes shall not be an Authorized Sale.  In either case, Purchaser shall immediately return any such Unlicensed Products to Mirimus for a refund.  As used herein, “Project” means a sale of Ancillary Products in connection with an actual sale of at least one new Mouse Product, where the sale of such new Mouse Product includes construction de novo of at least one distinct Transgenic shRNA Mouse strain, or the sale of a pre-existing Mouse Product at the same price as a new Mouse Product.

Mouse Product Restrictions.  Any Mouse Product sale that results in the aggregate number of all Mouse Products delivered by Mirimus to Purchaser and its Affiliates to be more than twenty (20) shall not be an Authorized Sale (unless Purchaser has already entered into a separate written agreement that has been executed by CSHL, that covers the shRNA IP Rights, and that is then currently in effect), and Purchaser shall immediately return such Unlicensed Products to Mirimus for a refund.

No Transfers.  Purchaser may not distribute or transfer any shRNA Product (by license, sale, loan, lease, rental or any other means) to any scientific collaborator, commercial partner or other third party.

Compliance.  Purchaser may only use the shRNA Product in compliance with all local, state, federal and other applicable laws, regulations, directives and rules, including without limitation, those related to animal welfare and animal testing and (for uses in the United States) EPA, FDA, USDA and NIH guidelines.  Purchaser may not (directly or indirectly) use any shRNA Product, or allow the transfer, transmission, export or re-export of all or any part of an shRNA Product or any product thereof, in violation of any export control law or regulation of the United Sates or any other relevant jurisdiction.

Records.  From and after Acceptance for so long as Purchaser possesses any shRNA Product or Progeny, and for 3 years thereafter, Purchaser shall keep and maintain true, complete and accurate records of all Authorized Sales, the number, location and disposition of all shRNA Products, and the lineage, number, location and disposition of all Progeny.  Upon reasonable prior written notice by CSHL, during normal business hours, such records shall be made available for inspection, audit and copying by representatives or agents of CSHL for the purpose of verifying Purchaser’s compliance with this License.  All costs and expenses incurred in performing any such audit shall be paid by CSHL unless the audit discloses an underpayment of 5% or more or any other material breach of this License, in which case Purchaser will bear the full cost of the audit, in addition to payment of past due amounts and other damages.

Consideration.  The Authorized Sale of any shRNA Product to Purchaser, and the corresponding rights conveyed to Purchaser under this License, are expressly conditioned upon Purchaser’s compliance with all terms and conditions set forth herein and Purchaser’s full and timely payment to Mirimus, in the amounts and at the times specified in the terms of sale between Purchaser and Mirimus.

Disclaimers.  Any representation or warranty regarding the shRNA Products shall be (if at all) only as expressly agreed by Mirimus and Purchaser in the terms and conditions governing the Authorized Sale.  CSHL HEREBY DISCLAIMS aLL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING THE shrna products AND SHRNA IP RIGHTS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  BY WAY OF ILLUSTRATION AND NOT LIMITATION, CSHL MAKES NO REPRESENTATION OR WARRANTY THAT THE SHRNA PRODUCTS WILL MEET PURCHASER’S REQUIREMENTS, OR THAT ANY RESULT CAN BE ACHIEVED, OR THAT USE OF THE shrna products WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

Limitation of Liability.  IN NO EVENT SHALL CSHL BE LIABLE CONCERNING THE SUBJECT MATTER OF any authorized sale or this LICENSE, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) COST OF PROCURING ADDITIONAL OR SUBSTITUTE TECHNOLOGIES, GOODS or RIGHTS, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, or (d) aggregate DAMAGES in excess of LICENSE FEES PAID TO CSHL by mirimus for the shrna product that gave rise to the damages, EVEN IF CSHL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Indemnification.  Purchaser agrees to indemnify and hold harmless CSHL, its affiliates and their respective trustees, officers, employees and agents from and against any and all demands, claims, actions, suits, proceedings, losses, damages, liabilities, fees, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from Purchaser’s:  possession, use or disposition of any shRNA Product (or its Progeny) or other exercise of the shRNA IP Rights; breach of any representation, warranty or covenant hereunder; or negligence or misconduct.

Force Majeure. Neither party shall be responsible for delays resulting from causes beyond the reasonable control of such party, including without limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

Other Uses.  Except for the limited use expressly specified above, no other license is granted, no other use is permitted and CSHL retains all rights, title and interests in and to the shRNA IP Rights.  Nothing herein confers to Purchaser (by implication, estoppel or otherwise) any right or license under any patent, patent application or other proprietary intellectual property right of CSHL other than the shRNA IP Rights.  For information on purchasing a license to use shRNA Products for longer time periods, in greater quantities or for other purposes, or to practice more broadly under the shRNA IP Rights, or to practice under other CSHL intellectual property rights, please contact the CSHL Office of Technology Transfer at (516) 367-8301.

General Provisions.  This License constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter hereof.  This License has the same force and effect as a signed agreement, and issuance of this License does not constitute general publication of any technologies, know-how or trade secrets embodied in the shRNA Products.  Purchaser’s purchase order or similar terms shall not apply to this License.  The failure of CSHL to enforce its rights at any time for any period will not be construed as a waiver of such rights.  If any provision is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this License will otherwise remain in full force and effect and enforceable.  This License shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions.

All Customer Estimates or Purchase Orders shall be deemed accepted when Mirimus receives a 20% deposit and/or Mirimus issues an invoice to Customer or when Mirimus begins performance of the order. Receipt of invoice and any or all payments including Purchase Orders hereby confirms Customer's acceptance of Mirimus' General Terms of Use and Conditions. Mirimus’ standard net payment terms is payment due 10 days upon receipt. Mirimus works to provide researchers with powerful information and the ability to make key go no go decision in order to maximize their therapeutic testing while obviating unnecessary expenses. Please note that Mirimus works with customers to determine payment structures that are suitable to a customer’s individual needs as well. Please contact billing@mirimus.com for more information.

Please note that if you have any questions about Mirimus’ Terms of Use or Payment Terms please contact billing@mirimus.com.

Mirimus Inc. is a registered trademark. All Rights Reserved.