TERMS AND CONDITIONS

PCC Tasler – Preclinical Consulting (“PCC”) shall provide contracted services to CLIENT according to the following terms and conditions:

1. Confidentiality

In connection with the Services to be performed hereunder, CLIENT may disclose technical, financial, business or other information which is confidential, proprietary and constitutes valuable trade secrets of CLIENT. PCC will use such information solely for the purposes of performing Services in accordance with this Agreement. PCC will hold all such information and all information generated while performing the agreed Services in strict confidence and will not disclose such information during the term of this Agreement and during the period of 5 years after the termination of this Agreement. PCC’s obligations as specified above shall not apply, and PCC shall have no further obligations, with respect to any confidential information to the extent PCC can demonstrate that such confidential information was known or used by PCC prior to the date of disclosure to PCC; either before or after the date of disclosure to PCC, is lawfully disclosed to PCC by an independent, unaffiliated third party rightfully in possession of the confidential information; either before or after the date of disclosure becomes published or generally known to the public; is independently developed by PCC; is required to be disclosed by PCC to comply with applicable laws or with government regulations. In case of prior execution of a CDA, any executed CDA between the Parties will supersede this clause of this agreement.

2. Proprietary Rights

CLIENT shall own all rights, titles and interest in and to the documents, information, materials and results created by PCC in performance of Services under this Agreement or arising from such Services (collectively, “Works”). PCC assigns to CLIENT all rights, titles and interests (including all patent rights, copyrights, trade secrets and other intellectual property rights in and to such Works). PCC agrees to fully cooperate with CLIENT to enable CLIENT to obtain patent protection thereof and to otherwise protect CLIENT’s rights in the Works.

3. Compensation/Invoices/Payment

For a definition of Services requested and an estimated required work package by PCC to meet such a request, a quote is issued and signed by both Parties. PCC shall furnish CLIENT with invoices itemizing in reasonable detail the Services performed, time spent, and amount owed for fees and expenses with reference to the respective quote. If not agreed upon otherwise, invoices will be issued on a monthly base at the end of the month within 5 working days of the following month. CLIENT agrees to pay PCC within 30 days after receipt of each invoice.

4. Termination

Either party may terminate this Agreement at any time upon fourteen (14) days' prior written notice. Upon termination or completion of performance, or at any time prior thereto upon CLIENT’s request, PCC shall return to CLIENT or destroy all documentary information or materials, including all copies in all medium, received from CLIENT or generated by PCC and/or its employees during the term of this Agreement in performance of the Services.

5. Indemnification

Subject to any express provision to the contrary and any limitation of liability contained in a respective Consulting Agreement, each party will defend, indemnify and hold harmless the other Party from any and all claims, demands, actions and cost whatsoever that may arise, directly or indirectly, out of such indemnifying party’s performance of this Agreement or that of the indemnifying party’s officers, employees or agents.

6. Warranties

Contract research services are provided “as is” without any warranties of any kind. Except as provided in the terms and conditions of Quote, PCC hereby disclaims all warranties, whether express, implied, or statutory, regarding the services, the project deliverables, including any warranties of fitness for a particular purpose and non-infringement of third-party rights.

7. Liability

PCC shall be held liable only in cases of gross negligence or wilful misconduct. PCC shall be held liable for the performance of his employees and contractors just like for his own performance. In any case the cumulative liability of PCC in connection with the Services is limited to the amount of the remuneration for the respective work package which directly caused the respective damage. One or more claims will not enlarge this limit.

8. Governing Law/Severability

Any Agreement shall be interpreted and enforced in accordance with the laws of Germany. In the event of a dispute hereunder, the Party claiming a violation shall provide written notice of the claimed violation to the other Party and such other Party shall be allowed a period of ten (10) business days within which to cure the violation prior to any other remedial action being allowed or taken. The Parties will submit any dispute or claim arising under the Agreement to the exclusive jurisdiction of the courts of Munich, Germany, and the Parties hereby submit to, and waive any objection to, personal jurisdiction and venue in such courts for such purpose. If any term, clause or provision of the Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or enforceability of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

9. Publicity

PCC will not use the CLIENT’s name, nor of any of members of CLIENT in any publicity without the prior written approval of the authorized representative of CLIENT. CLIENT will not use the name of PCC or any employee of PCC in any publicity without the prior written approval of PCC.