These Foundry Terms & Conditions govern the services provided by Adaptyv Biosystems Sarl, having its principal place of business at Route de la Corniche 5a, 1066 Epalinges, Switzerland ("Adaptyv"), to the Partner ("Company"). Both Adaptyv and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
1.1 Experiment Plans
Adaptyv offers a variety of foundry services which the Company may want to utilize. The Parties will agree in writing upon an experiment plan that outlines the services Adaptyv will provide (the "Experiment Plan"). By accepting the Experiment Plan, the Company agrees to adhere to the terms of this Agreement.
1.2 Experiment Results
Adaptyv agrees to use commercially reasonable efforts to provide and perform the services outlined in an Experiment Plan, adhering to the terms and conditions of both this agreement and the Experiment Plan itself. Services may include generating and/or supplying certain results specified in an Experiment Plan (the “Experiment Results”).
1.3 Terminations
Adaptyv may cancel an Experiment Plan if it determines (in its reasonable discretion) a need to do so for reasons including, but not limited to, biosecurity, biosafety, intellectual property infringement, confidentiality breaches, export restrictions, and/or feasibility reasons. Any cancellation of an Experiment Plan as described above shall be without penalty or liability to Adaptyv (provided that any prepaid amounts for such Experiment Plan shall be refunded to the Company by Adaptyv, or, if the Company so requests, credited toward future Experiment Plans under this Agreement; except where such cancellation results from intellectual property infringement or confidentiality breaches by the Company).
1.4 Modifications
The Company may request modifications to an Experiment Plan either prior to or during its execution. As warranted, Adaptyv will submit to the Company an updated proposal regarding the fees for such modification. The acceptance of such modification shall be made in writing by both Parties, which shall be a precondition to Adaptyv’s obligation hereunder to use commercially reasonable efforts to perform services in accordance with the modified Experiment Plan.
The Company agrees to supply all necessary materials and information, ensuring compliance with relevant laws and regulations. All materials supplied by the Company shall remain its proprietary property. Adaptyv is hereby granted a non-exclusive license for the use of these materials, strictly in relation to the Experiment Plan.
All Experiment Results provided by Adaptyv are intended exclusively for research purposes. Neither the Experiment Results nor any service under the Experiment Plan have been approved, cleared, authorized, or licensed by the FDA or any other applicable governmental agency, within or outside the United States, for any use. The Company shall be solely responsible and liable for any use of the Experiment Results, including obtaining any necessary approval, validation, testing, clearance, authorizations, licensing, consents, exemptions, and adhering to labeling requirements by the FDA or any other applicable governmental agency, or in accordance with applicable laws and regulations.
The Company agrees to pay Adaptyv in accordance with the fee structure and amounts specified in each individual Experiment Plan. Payments are to be fulfilled within a 30-day period following the issuance of an invoice. Moreover, all financial transactions, unless explicitly stated within this Agreement or the respective Experiment Plan, are non-refundable. Only the fees specified in an Experiment Plan shall be valid, and Adaptyv shall not be bound by or subject to any other pricing, irrespective of where it is stated or published.
4.1 Company Ownership
Adaptyv hereby assigns to the Company all ownership of the Experiment Results.
4.2 Licensing
The Company grants Adaptyv a non-exclusive license to use the Experiment Results for the optimization of Adaptyv’s foundry platform in order to offer better services to its customers. This license does not convey any rights to Adaptyv to use the Experiment Results outside of Adaptyv’s foundry platform on a stand-alone basis.