Terms and Conditions for Products and Services

ReGenX, LLC (“RGNX”) has certain products and services (collectively the “RGNX Products”) and is engaged in providing services relating to the customization of the RGNX Products (the “Services”). Upon the acceptance by RGNX of a purchase order submitted by a client (a “Client”) for a custom RGNX Product, RGNX and Client agree to be bound by the terms and conditions set forth herein with respect to the Services (the “Terms and Conditions”).

1. Client Materials. If necessary for the Services, Client shall provide RGNX with sufficient amounts of Client’s materials needed by RGNX to perform the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials.
2. Services. Using the Client Materials or other materials requested by Client and the RGNX Products, RGNX shall make and deliver custom RGNX Products in accordance with these Terms and Conditions (each a “Custom Product” and collectively the “Custom Products”). RGNX will make a good faith effort to start and complete all Services in accordance with the schedule mutually agreed to by the parties and will notify Client if RGNX determines that there are likely to be substantial delays in the completion of the Services.
3. Delivery. Each shipment of Custom Products will be delivered FCA (Incoterms 2000) site of manufacture to a single destination specified by Client in the applicable purchase order. RGNX shall ship the Custom Products to Client using a reputable overnight carrier or such other carrier selected by Client, at Client’s expense. RGNX reserves the right to deliver any order of Custom Products in installments.
4. Warranty, Acceptance and Inspection. RGNX warrants that each Custom Product shall conform to the product inserts and certifications that are included by RGNX in the packaging for the Custom Product when delivered to the Client. Within ten (10) days following the receipt of any Custom Product, Client may reject any such Custom Product which does not conform to such warranty by providing RGNX with a written notice specifying the reasons for such rejection. If Client does not provide RGNX with notice of rejection within such ten (10) day period, such Custom Product shall be deemed accepted by Client. In the event Client rejects any such Custom Product, at the request and expense of RGNX, Client shall return the defective Custom Product, or a representative sample thereof, to RGNX for testing. Should the Custom Product fail to conform with the warranty set forth in this Section, RGNX’s sole liability, and Client’s sole remedy, for such nonconformance is limited to, at RGNX’s discretion, (i) the replacement by RGNX with a Custom Product that conforms to the warranty set forth in this Section, or (ii) the repayment by RGNX to Client of that portion of the payment represented by the nonconforming Custom Product.
5. License and Limitations. RGNX hereby grants to Client a non-exclusive, worldwide, royalty-free, non-transferable (except to the extent provided for in this Section) license, without the right to sublicense, under RGNX’s rights in and to the Custom Product to use the Custom Product solely for internal, non-commercial research purposes (and specifically excluding all diagnostic, therapeutic, prophylactic or human clinical trial fields of use), subject to the limitations set forth herein. Notwithstanding anything to the contrary herein, no rights to make, have made, sell, offer for sale, or import are granted herein.
   
   The Custom Products (a) shall be used by Client only for non-commercial research purposes and, except to the extent provided otherwise in this Section, shall at all times remain solely under the control of Client; and (b) shall not be used by Client for any commercial purpose, including in any product for commercial use or distribution, or for the purpose of producing any such product or providing any such service.
   
   Client shall not modify, reverse engineer, disassemble, or re-sell the Custom Products or any part thereof. Client shall not use or deliver to or for the benefit of any third party any Custom Products without the prior written consent of RGNX; provided, however, that Client may transfer such Custom Product alone or as part of materials created through the use of such Custom Product to a research collaborator, provided that such research collaborator only uses such materials (including the Custom Product) for the performance with Client of such collaborative research and agrees in writing to be bound by these Terms and Conditions prior to receiving such materials.
   
   No right or license under any intellectual property of either party is granted or will be granted to the other party by implication. No rights are granted to use any RGNX Products except as part of a Custom Product. All such rights or licenses are or will be granted only as expressly provided in these Terms and Conditions.
6. Payments. RGNX shall provide all Services at the rates set forth in the quote provided to Client by RGNX, as such rates may change from time to time. Upon the completion of Services and the delivery to Client of the Custom Products, RGNX shall provide Client with an invoice identifying all payments then due, including shipping costs, and Client shall pay such invoice within thirty (30) days from the date of such invoice. All payments due hereunder shall be made in U.S. dollars. Client shall pay or reimburse RGNX for any taxes, such as sales or use taxes, assessed on the basis of Services provided to Client or payments made by Client under these Terms and Conditions, except taxes based on RGNX’s net income or gross receipts.
7. Representations and Warranties. RGNX represents, warrants and covenants that to its actual knowledge the manufacture and/or provision of RGNX Products by or on behalf of RGNX will not infringe or misappropriate any patent, copyright, trademark, trade secret, or other proprietary right of any third party. RGNX makes no representation, warranty or covenant with respect to the Client Materials or the combination of the Client Materials or any other materials with the RGNX Products.
8. Disclaimers. ALL CUSTOM PRODUCTS PROVIDED BY RGNX ARE PROVIDED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, RGNX HEREBY DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, WITH RESPECT TO THE CUSTOM PRODUCTS, INCLUDING ANY REPRESENTATION OR WARRANTY OF QUALITY, PERFORMANCE, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. IN NO EVENT SHALL RGNX BE LIABLE TO CLIENT FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF CLIENT ARISING FROM OR RELATING TO ANY BREACH OF THESE TERMS AND CONDITIONS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RGNX’S TOTAL LIABILITY TO THE CLIENT EXCEED THE FEES PAID BY CLIENT TO RGNX FOR THE SERVICES.
9. Indemnification. Client shall indemnify, defend and hold harmless RGNX, its affiliates and its and their respective officers, directors, attorneys, employees, agents and assigns from and against all claims, liabilities, suits, losses, damages and expenses, including without limitation costs and reasonable attorneys’ fees, (collectively “Claims”) relating to or resulting from (i) the use of the Client Materials for the performance of the Services, including without limitation, any Claims that the Client Materials, or RGNX’s use thereof, infringes or misappropriates any patent, copyright, trademark, trade secret, or other proprietary right, or (ii) Client’s use of the Custom Product or the Client Materials in combination with the RGNX Product, except to the extent that such Claim is directly attributable to a breach of RGNX’s representation in Section 7. Client shall have the right to exercise reasonable control over any litigation within the scope of this indemnity; provided, however, that the indemnified parties shall have the right to participate in any such litigation insofar as it concerns Claims against them. That right to participate shall include the right to select and retain counsel to represent them at their expense. This indemnity shall be inapplicable if the indemnifying party is not notified promptly of the Claim and is prejudiced by the delay in notice. All indemnified parties shall cooperate to the extent necessary in the defense of any Claim within the scope of this indemnity.
10. Compliance with Laws. RGNX represents, warrants and covenants that it shall comply with all laws and regulations applicable to its provision of Services. Client represents, warrants and covenants that it will use the Custom Products in accordance with all applicable laws and regulations. Client acknowledges that the Custom Products were not manufactured in accordance with good manufacturing practice and are not authorized for use in humans.
11. Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws principles. For the adjudication of any disputes arising under these terms and conditions, the parties hereby consent to personal jurisdiction and venue in the state and federal courts in Delaware.
12. Miscellaneous. Neither RGNX nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters. The relationship of the parties is that of independent contractors, and nothing herein shall be construed as establishing one party, its affiliates, or any of its or their employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other party or its affiliates. Neither party shall use the other party’s name or the names of its employees in any advertising, sales or promotional material or in any publication without prior written consent of such other party. Unless otherwise expressly agreed to in writing by the parties, in the event of a conflict between these Terms and Conditions and the terms and conditions of any other agreement entered into by the parties, these Terms and Conditions shall prevail.

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