User License Agreement

1. General

Prediction of Indirectly ReCognized HLA Epitopes (PIRCHE) is a new algorithm to estimate the potential of a T-cell related graft versus host immune response against mismatching HLA after transplantation. The PIRCHE-Module is based on a published and patent pending (application no: PCT/EP2009/006053) algorithm.

2. License for PIRCHE-Module Test Account

The USER, is offered a non-exclusive license to use the PIRCHE-Module for testing purposes, based on the acceptance of the following PIRCHE-User license terms below, and the Terms of Use provided in a separate document, during the Term. The contract is concluded between USER and PIRCHE AG, Am Karlsbad 15, 10785 Berlin, by signing the license agreement by both parties or the transmission of access data by PIRCHE AG and first use of this access data by USER, whatever will be first. Provided USER or the company or organizations on whose behalf USER is acting enters into another license agreement on the use of the PIRCHE-Module with PIRCHE AG.

3. Scope of User License

3.1 Use of PIRCHE-Module

The PIRCHE-Module is for research use only. Access to the PIRCHE-Module is provided through PIRCHE.org or research.PIRCHE.org. The PIRCHE-Module enables the USER to transmit HLA allele data of potential recipients and donors of hematopoietic stem cells in order to determine PIRCHE scores. The use of the PIRCHE-Module is restricted to organizations and companies and their competent staff members. A right to use the PIRCHE-Module only exists within the scope of the technical and operational possibilities provided.

3.2 License Field of Use

The PIRCHE-Module may be used in the analysis of HLA matching of hematopoietic stem cells only.

3.3 Internal Use of PIRCHE-Module

USER may only use the PIRCHE-Module for its own cases of use and may not provide service for institutions or natural or juristic persons that are not party of this agreement.

3.4 Access Data

Access data must be treated as confidential and must not be made available to unauthorized third parties. USER is responsible for every type of use and/or other activities carried out with its access data, in particular also in relation to third parties. USER will immediately inform PIRCHE AG if access data has been misused or any misuse is suspected. PIRCHE AG is authorized to delete the access data of PIRCHE-Module USER or altogether or for individual accounts, if there is concrete evidence that USER is violating, or has violated, these Terms and Conditions of Use and/or regulations that are binding for USER, in particular laws and other rules and regulations as well as ethical principals, or reasonable suspicion exists in this respect, or any other justified interests in deleting such data exists, e.g. in the case of suspicion of misuse by unauthorized third parties. PIRCHE AG will inform USER about the deletion. Any statutory obligations to act or inform on the part of PIRCHE AG shall remain unaffected. When making a decision about the deletion, PIRCHE AG shall take the special interests of USER, the functionality and integrity of PIRCHE-Module, and the protective interests of USER and other third parties into consideration.

3.5 Prohibited Use

USER is prohibited to give third parties access to the PIRCHE services, neither by providing direct access nor by providing a PIRCHE service for third parties.

3.6 Availability of PIRCHE-Module

The planned continuous access to the PIRCHE-Module via PIRCHE.org or research.PIRCHE.org is not guaranteed and may be interrupted from time to time due to maintenance services by PIRCHE AG.

4. License Fee

License Fee for PIRCHE-Module Test Account is free of charge until further notice. PIRCHE AG is counting the number of different recipients, defined by patient-ID and their HLA pattern. Repeated PIRCHE analyses performed for the same recipient (identical patient-ID as well as identical HLA pattern) within 6 months of first analysis are accounted as a single recipient.

5. PIRCHE AGs Right to Use Data

By transmitting patient and donor data to the PIRCHE-Module, USER grants PIRCHE AG a right, which is unlimited in terms of space and time, to use provided data, free of charge, only for the purpose of executing this contract, in particular for processing provided data and saving on the server for accounting purposes the patient-ID in clear text and together with the associated HLA pattern in encrypted form (salted SHA-256 hash-value), all only in connection with the operation of the PIRCHE-Module service. No donor data are saved on the server. If PIRCHE AG is obligated by a third party, in particular government authorities, to disclose information or provide assistance due to the contractual services under this agreement, USER shall support PIRCHE AG in this connection to the best of its knowledge and belief.

6. Indemnification against Claims, Liability

USER shall indemnify PIRCHE AG against claims of third parties, who assert claims against PIRCHE AG on the basis of a violation or endangerment of their rights through the use of PIRCHE-Module by USER unless USER is not responsible for the reason supporting the claim. In this respect, USER shall assume the costs of the required legal defense of PIRCHE AG, including the statutory amount of all court and legal fees. In the case of any claims asserted by third parties, USER is obligated to immediately, truthfully and completely provide PIRCHE AG with all information, which it has and is required for assessing the claims and the defense against such claims. Any further claims for damages of PIRCHE AG shall remain unaffected. PIRCHE AG shall have unlimited liability for damages resulting from injury to life, body or health, in the case of intent or gross negligence, according to the German Product Liability Act (Produkthaftungsgesetz) as well as in the case of an assumption of guarantees. In the case of slight negligence, PIRCHE AG shall only be liable in the case of a breach of “essential” duties resulting from this contract. “Essential” duties are such duties, which are necessary for the fulfillment of the contract and if breached, would question the attainment of the contractual purpose so that USER may regularly rely on the fulfillment of such duties. In these cases, the liability is limited to typical and foreseeable damages. Liability for indirect damages, particularly for a loss of profits, is excluded in this respect.

7. Term and Termination

PIRCHE AG is authorized to make an extraordinary termination if a serious breach has been committed against this User License and the Terms of Use. The USER can also terminate his account by either using the delete functions in his account settings in the PIRCHE portal or by sending a mail to support@pirche.com.

8. Final Provisions

USER is not authorized to assign claims arising from this contractual relationship without the prior written approval of PIRCHE AG. Oral agreements as well as amendments and/or supplements require written confirmation in order to be valid. This also applies for a waiver of this written form requirement itself. If a provision of this contract is or becomes invalid, or the contract contains an omission, the remaining provisions shall remain unaffected. This shall not apply if the contractual purpose cannot be achieved with the remaining provisions; in this case, either party can terminate the contract without notice. The exclusive place of performance and legal venue shall be at the registered office of PIRCHE AG and therefore Berlin. This agreement shall be subject to German law.