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RegenMed Master IIS Funding Agreement

August 26, 2022


TABLE OF CONTENTS

  1. Parties
    1. The Company
    2. Funder
  2. Purpose of Agreement
  3. Documents Incorporated by Reference
  4. Company Responsibilities
  5. Funder Responsibilities
  6. No Other Funder Liabilities
  7. Data Ownership
    1. Personal Information
    2. Non-Personal Data
    3. No Company Responsibility For Third Party Claims
  8. Communications
  9. Miscellaneous
    1. Final Agreement
    2. Governing Law
    3. Counterparts
    4. Termination

1. Parties

1.1. The Company

1.2. Funder

[Full name and address].

2. Purpose of Agreement

2.1. inCytes™ Service Level Commitment

The Company regularly provides Products and Services to clinicians and healthcare organizations enabling Investigator-Initiated Studies (each, an “IIS”). Some of these IIS’s may meet criteria established by the Funder for financial support.

This Agreement specifies the terms pursuant to which the Funder will such support.

2.2. IIS Funding Document

Definitive financial support and other terms for each IIS shall be specified in a separate IIS Funding Document, an example of which is attached to this Agreement.

3. Documents Incorporated by Reference

The following documents are incorporated into and deemed a part of this Agreement.

a. Legal. See here.

b. inCytes™ License Agreement. See here.

c. Privacy Policy. See here.

d. Products and Services Charges and Payment Policies. See here.

4. Company Responsibilities

The Company shall deliver the Products and Services specified in the IIS Funding Document.

5. Funder Responsibilities

The Funder shall pay the amounts specified in each IIS Funding Document, in accordance with the Payment Terms.

6. No Other Funder Liabilities

Other than payment of the Product and Service Charges as specified in the IIS Funding Document, the Funder shall incur no liability, actual or contingent, for any claims, costs or expenses arising from the execution of an IIS covered by this Agreement.

7. Data Ownership

7.1. Personal Information

The Funder disclaims all ownership rights to and interest in any Personal Data.

7.2. Non-Personal Data

Aggregated Data generated through any Qualifying IIS shall be owned by the Investigator, the Company and the Funder as agreed by and among all of them in a separate writing (“Aggregated Data Ownership Agreement”), provided that

a. The Company shall retain an ownership interest in all such Aggregated Data unless and to the extent it expressly agrees to the contrary in writing.

b. In the absence of an Aggregated Data Ownership Agreement no Aggregated Data shall be licensed, sold or otherwise monetized by the Company, the Funder or any Investigator.

c. Notwithstanding anything in this Agreement to the contrary, any of the Funder, the Company and an Investigator may utilize Aggregated Data for any non-profit purpose.

7.3. No Company Responsibility for Third Party Claims

The Company shall not be responsible for any conflicts arising between the Funder and any Investigator regarding ownership of or rights to data (whether Personal Data or other).

8. Communications

All communications intended to have legal effect shall be sent and expressly accepted in writing by an Authorized Representative of each party, as follows:

For the Company: to ntierney@rgnmed.com.

For the Funder: to its Authorized Representative as specified in an IIS Funding Document.

9. Miscellaneous

9.1. Final Agreement

This Agreement shall be the final agreement between the Parties concerning its subject matter, shall supersede any other writings or understandings, and may not be assigned or amended except through an Authorized Amendment.

9.2. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, U.S.A., and both parties submit to the courts of that State for the purpose of resolving any disputes arising hereunder.

9.3. Counterparts

This Agreement may be signed in counterparts. A copy of this Agreement or of an Authorized Amendment sent to the address indicated in Notices, and acknowledged by the receiving party, shall be considered the equivalent of the original of such document.

9.4. Termination

This Agreement may be terminated by either Party for any reason upon thirty days’ written notice provided that Funder shall remain responsible for all charges incurred outstanding through the effective date of such termination.

Upon the termination of this Agreement, all associated License Agreements will terminate, and Funder Client and any associated Investigators will cease to have access to inCytes™ and all other Products and Services.

In the event of non-payment by the Client or other breach of this Agreement, the Company may immediately terminate this Agreement and the Company’s obligations hereunder.

Accepted and Agreed:

On behalf of the Company On behalf of the Funder
__________________________ __________________________
Name: Name:
Title: Title:
Date: Date:

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