Electronic Certification of Agreement PROVIDER: Compound Focus Inc., a subsidiary of BioFocus DPI, a Galapagos Company, 385 Oyster Point Boulevard, South San Francisco, CA 94080. The NIH Clinical Collection (NCC) is the property of the National Institutes of Health Molecular Libraries Roadmap Initiative under National Institutes of Mental Health (NIMH) Federal Government contract N01-MH-41001 and the PROVIDER is distributing copies of NCC on behalf of the NIH. MATERIAL: The NCC consists of a collection of clinically tested compounds dissolved in DMSO in multi-well plates, hereinafter collectively referred to as 'MATERIAL'. RECIPIENT: Any entity or institution, academic, non-profit, or commercial that purchases and receives the material. Please read the following terms of Agreement carefully. Please confirm with the appropriate official at the RECIPIENT institution that it is within the authority of the RECIPIENT to agree to the terms below. RECIPIENT must agree to these terms to receive the MATERIAL: 1. The above MATERIAL is the property of the NIH and is made available as a service to the research community. 2. THIS MATERIAL IS NOT FOR USE IN OR ADMINISTRATION TO HUMAN SUBJECTS. 3. This MATERIAL is strictly for use by qualified personnel trained in laboratory procedures and familiar with the potential hazards of such MATERIAL. 4. As stated on the NCC website, only one set of MATERIAL may be ordered per commercial entity, academic, or research laboratory. 5. The RECIPIENT agrees to acknowledge the MATERIAL and its source in any publications reporting its use as “The NIH Clinical Collection provided through the National Institutes of Health Molecular Libraries Roadmap Initiative”. 6. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND IN CONNECTION WITH THE MATERIALS, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes any and all liability for claims for losses, damages and/or indemnification against RECIPIENT and/or against PROVIDER by third parties, which claims may arise from the purchase use, transportation, storage or disposal of or otherwise in connection with the MATERIAL. If RECIPIENT is a U.S. federal agency, then no indemnification for any loss, claim, damage or liability is intended or provided by any party under this agreement; each party shall be liable for any loss, claim, damage or liability that it incurs as a result of its activities under this agreement only to the extent provided under the Federal Tort Claims Act (28 U.S.C. Chapter 171). 7. The MATERIAL is provided at cost without profit for either the PROVIDER or NIH. There is a non refundable transmittal fee of $805.00, solely to reimburse the PROVIDER for its preparation and distribution costs. 8. The RECIPIENT agrees to treat and use the MATERIAL in compliance with all applicable statutes and regulations. 9. The NIH or Compound Focus, Inc. may terminate this agreement upon 30 days written notice to the RECIPIENT. If RECIPIENT is an NIH Institute or Center, then NIMH may terminate this agreement upon 30 days written notice to the RECIPIENT. Any false or misleading statements made, presented, or submitted to the PROVIDER or the U.S. Government, including any relevant omissions, under this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. 3801-3812 (civil liability) and 18 U.S.C. 1001(criminal liability including fine(s) and/or imprisonment). By ordering and/or accepting the MATERIAL, the RECIPIENT expressly agrees with the terms of the Agreement set forth here above. |