Intellectual Property Rights

UM171 INTELLECTUAL PROPERTY RIGHTS

The following intellectual property rights are applicable to any purchase and/or use of the pyrimidoindole UM171 molecule (the foregoing, together with any related biological material or associated know-how and data, the "Material") through the UM171 website and should be read in concert with the applicable Terms & Conditions.

RESTRICTED USE

The Material shall only be used for research purposes. Neither the Material nor any biological materials treated therewith will be used: (a) in human subjects or for clinical assays, therapeutic or diagnostic purposes or otherwise for or to support medical care or treatment decisions; or (b) for any commercial purposes, including the incorporation of the Materials into, or use to develop or manufacture, products intended for or otherwise being developed for, commercial sale.

INTELLECTUAL PROPERTY RIGHTS

When used herein:

Intellectual Property shall mean any and all ideas, know-how, data (including research results), inventions, discoveries, technologies, works of authorship and other intellectual property rights.

Background IP shall mean all Intellectual Property of a party existing prior to the purchase of UM171 or developed or acquired by such party outside the scope of the intended research.

Foreground IP shall mean all Intellectual Property generated, made, invented, developed, created, conceived, or reduced to practice from and after the purchase of UM171 and within the scope of the intended research, excluding UM171 IP.

UM171 IP shall mean any and all Intellectual Property generated, made, invented, developed, created, conceived or reduced to practice by you or on your behalf that necessarily incorporates or directly results or is derived from the Material or any substances which contain or incorporate the Material and/or substances which constitute a functional subunit or product expressed by the Material.

Each party shall own all right, title, and interest in its respective Background IP. Regardless of inventorship, all right, title, and interest in and to the UM171 IP shall be the property of ExCellThera Inc. All right, title, and interest in and to the Foreground IP shall be the property of the inventing party. You shall not file, nor assist any third party to file, any patent protection in any country claiming the Foreground IP or otherwise relating to the use of the Material.

LIMITATION OF LIABILITY

You assume all liability for damages that may arise from your use of the Material, including any reproduction, handling, storage, transfer, or disposal thereof. ExCellThera Inc., its affiliates and licensors will not be liable for any loss, liability, claim or action you may incur due to or arising from any such use. You shall defend, indemnify and hold harmless ExCellThera Inc., its licensors, licensees and sublicensees and their respective affiliates, officers, directors, employees, agents, successors and assigns from and against any and all loss, liability, claim or action arising out of or resulting from any third party claim, suit, action or proceeding that arises out of or results from: (a) your breach of any obligation under these terms; or (b) your use of the Material, including in the conduct of the intended research and the publication or disclosure of any results of such research.

YOU ACCEPT "AS IS" THE MATERIAL AND ANYTHING ELSE THAT IS PROVIDED OR MADE AVAILABLE TO YOU IN CONNECTION WITH THE INTENDED RESEARCH OR THESE TERMS. EXCELLTHERA INC. MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED WITH RESPECT TO MATERIAL OR THE QUALITY OF THE MATERIAL. EXCELLTHERA INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILIY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIAL, OR THAT THE MATERIAL, OR THE USE OF THE MATERIAL, WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.

GOVERNING LAW

These terms, together with the Terms & Conditions shall be governed by and interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. If any term or provision is invalid, illegal or unenforceable in any jurisdiction, the invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable that term or provision in any other jurisdiction.