Master Services Agreement

THIS AGREEMENT, including all attachments hereto, (this “Agreement”) is entered into as of [date] (the “Effective Agreement Date”), BETWEEN DATAPRO CORPORATION, a Company duly incorporated and having its registered office at [address] and all of its Affiliates (as defined below) (“DATAPRO”); AND BIOGENETIC CORPORATION. a Company duly incorporated  and having its registered office at [address] (“BIOGENETIC”).

WHEREAS, DATAPRO possesses knowledge and experience in the research and generation of Knockout Mice (defined below); AND

WHEREAS, BIOGENETIC wishes to engage DATAPRO to obtain the benefit of such knowledge and experience with respect to projects being conducted by BIOGENETIC in research, development or evaluation of various gene sequences, pharmaceutical compounds or products of BIOGENETIC;

NOW THEREFORE, in consideration of mutual covenants set forth herein, DATAPRO and BIOGENETIC (individually “Party” and collectively “Parties”) agree as follows:

1. DEFINITIONS.

 1.1 “Affiliate” of a Party shall mean any corporation or other business entity controlled by, controlling or under common control with, such Party. For this purpose “control” shall mean direct or indirect beneficial ownership of more than fifty percent (50%) of the voting or income interest in such corporation or other business entity.

 1.2 “Budget” means the pricing and payment terms for a Knockout Mice Project substantially in the form set forth in Attachment II attached hereto.

 1.3 “Claim(s)”shall have the meaning set forth in Section 12.1 below.

 1.4 “Confidential Information” means with respect to a Party hereto (the “Disclosing Party”), collectively, all technical, financial and business information of any kind whatsoever, and all tangible and intangible embodiments thereof of any kind whatsoever, disclosed by the Disclosing Party to the other Party hereto (the “Receiving Party”) or obtained by the Receiving Party through observation or examination of the foregoing, but only to the extent such information or embodiment is maintained, as confidential by the Disclosing Party and is marked or otherwise identified as confidential when disclosed to the Receiving Party or, in the case of information given verbally, is identified as confidential in a written document provided to the Receiving Party within thirty (30) days after verbal disclosure to the Receiving Party. For purposes of this Agreement and without limiting the generality of the foregoing, the Data and the Study materials shall be considered the Confidential Information of BIOGENETIC.

1.5 “Data” means all data-or information generated under this Agreement during a Knockout Mice Project * * * required to be generated, collected or analysed by Dotage under a Scope of Work. 1.6 * * *.

 1.7 “Designated Site(s)” means the site(s) designated for a Knockout Mice Project as set forth in the applicable Scope of Work.

 1.8 “Effective Commencement Date” shall have the meaning set forth in Section 2.3 below. 1.9 “FDA” means the Food and Drug Administration.

1.10 “Inventions” means technology, information, data, know-how, inventions, improvements and all patent or other intellectual property rights therein and thereto.

 1.11 * * *.

 1.12 “Knockout Mice (Mouse) Project” means a specific project to create, test and generate Knockout Mice under this Agreement in accordance with the terms of a specific Scope of Work.

1.13 “Law” means any Central, State or Local law, rule, or regulation.

 1.14 “Milestone” shall mean the milestones set forth on the Scope of Work attached hereto. 1.15 “Regulatory Agency” means the FDA or any other similar governmental agency or agencies in countries other than India.

1.16 “Regulatory Filing” means any form or other statement required to be filed with any Regulatory Agency.

1.17 “Biogenetic Representative” means the representative identified in writing by BIOGENETIC on a Scope of Work, as such representative may be changed from time to time in writing by BIOGENETIC.

 1.18 * * *.

1.19 “Scope of Work” means a work plan for a Knockout Mice Project (or other similar document) substantially in the form attached hereto as Attachment I which references this Agreement and is mutually agreed to in writing by BIOGENETIC and DATAPRO.

 1.20 * * *.

1.21 “Study Materials” means any samples or materials (including chemical or biological) provided by BIOGENETIC to DATAPRO under this Agreement for purposes of a Knockout Mice Project, including but not limited to drugs, compounds, genes, probes, formulations and other substances.

2. SCOPE OF WORK

 2.1 INDIVIDUAL KNOCKOUT MICE PROJECTS. If BIOGENETIC wishes DATAPRO to perform a Knockout Mice Project under this Agreement, BIOGENETIC and DATAPRO shall meet and attempt to reach mutual agreement upon a Scope of Work for such Knockout Mice Project, including the applicable technical specifications, budget and a time schedule for such Knockout Mice Project to be performed pursuant toAttachments I and II. BIOGENETIC shall initiate a request for a Scope of Work by notifying DATAPRO in writing and providing a description of the particular Knockout Mice Project requested. DATAPRO shall evaluate each such request to determine whether such Knockout Mice Project is feasible, if it is otherwise acceptable to DATAPRO or if DATAPRO requires modifications thereto. If such a Knockout Mice Project, in DATAPRO’s commercially reasonable discretion, is not feasible or is not otherwise acceptable to DATAPRO, DATAPRO shall have the right (without penalty) to decline to undertake such Knockout Mice Project. The terms of this Agreement, the Scope of Work and the Budget shall form the entire agreement of the Parties with respect to each Knockout Mice Project.

2.2 INITIATION OF KNOCKOUT MICE PROJECTS. Prior to DATAPRO’s initiation of each Knockout Mice Project, BIOGENETIC shall: 2.2.1 Identify to DATAPRO in writing each Knockout Mice  Project to be initiated and agree with DATAPRO upon the Scope of Work for such Knockout Mice Project;

2.2.2 Disclose in writing to DATAPRO all * * * in the possession of or freely available (without restriction) to BIOGENETIC that is reasonably necessary or useful for DATAPRO to * * * to complete Milestones 1 and 2 under this Agreement with respect to each Knockout Mice Project. 2.2.3 Consult with and agree with DATAPRO regarding * * *;

 2.2.4 Transfer to DATAPRO any * * * licensed (without restriction or cost), owned by or freely available (without restriction) to BIOGENETIC that may be suitable for * * *; and

2.2.5 Identify and notify DATAPRO in writing of the specifications (including the specific gene sequence) for each Knockout Mice Project for which DATAPRO is requested by BIOGENETIC to produce Knockout Mice.

 2.3 COMMENCEMENT OF KNOCKOUT MICE PROJECT. Each Knockout Mice Project conducted hereunder shall commence fifteen (15) days after written agreement by both parties on a Scope of Work and DATAPRO’s receipt from BIOGENETIC of all information and materials set forth in Section 2.2 relating to such Knockout Mice project (the “Effective Commencement Date”). BIOGENETIC shall be solely responsible for identifying and notifying DATAPRO in writing of the specific gene sequence for each Knockout Mice Project.

2.4 PERFORMANCE. DATAPRO shall use its commercially reasonable efforts to perform its obligations under this Agreement, PROVIDED THAT, BIOGENETIC agrees that the performance of the Knockout Mice Projects involves a number of technologically complex steps and that any time periods for performance are reasonable estimates only and may be subject to change due to potential technological difficulties encountered. DATAPRO shall notify BIOGENETIC of any such technical difficulties as soon as reasonably practicable after such difficulties are encountered and the parties shall discuss in good faith methods to resolve such technical difficulties in a reasonable manner. Except asotherwise set forth in this Agreement, if DATAPRO is unable to complete a Milestone under any Scope of Work for a Knockout Mice Project within the estimated times set forth in the Scope of Work, BIOGENETIC shall have the right to terminate such Knockout Mice Project as set forth in Section 11.4.1.

 2.5 COMPLETION OF KNOCKOUT MICE PROJECT. Each Knockout Mice Project shall be deemed complete upon DATAPRO’s completion of Milestone 3 on Attachment I for each such Knockout Mice Project ,and DATAPRO’s delivery of at least * * * for a minimum of * * * and BIOGENETIC’s confirmation of * * *.

2.6 DESIGN BY DATAPRO. DATAPRO shall use reasonable efforts to design, as technically practical, * * * and to generate Knockout Mice under each Knockout Mice Project according to the specifications of BIOGENETIC as set forth in Section 2.2 above.

2.7 ADHERENCE TO SCOPE OF WORK. DATAPRO shall perform those activities described in the Scope of Work for each Knockout Mice Project at the Designated Site, and shall comply with all the terms and requirements of both this Agreement and the applicable Scope of Work. Neither Party shall change or deviate from a Scope of Work without the prior written consent of the other Party. * * * pursuant to the terms of this Agreement and in compliance with all applicable laws.

2.8 CHANGES TO A KNOCKOUT MICE PROJECT. BIOGENETIC may, from time to time, propose a modification to the terms of a Knockout Mice Project. If BIOGENETIC intends to change any terms of a Knockout Mice Project, including but not limited to the time schedule for the work, BIOGENETIC shall submit such change(s) in writing to DATAPRO (the “Proposed Change”). Such Proposed Change shall be implemented by the parties only upon DATAPRO’s acceptance of such modifications in writing and upon the mutual agreement of the parties on a revised Budget as set forth in Section 3.2 below. DATAPRO shall have the right, in its commercially reasonable discretion, to accept or reject such Proposed Change based upon DATAPRO’s good faith belief as to whether such change would alter DATAPRO’s technical or financial obligations under a Scope of Work.

2.9 STANDARDS OF WORK AND ANIMAL CARE. With respect to each Knockout Mice Project, DATAPRO shall comply with all applicable * * * and good industry standards regarding the maintenance and care of the Knockout Mice. Prior to delivery to BIOGENETIC, * * *. DATAPRO warrants that the Knockout Mice delivered to BIOGENETIC under this Agreement shall be in good health * * *. DATAPRO shall replace any Knockout Mice that arrive at BIOGENETIC diseased or dead (except for disease or death resulting from the actions of BIOGENETIC’s designated carrier). Upon the reasonable request of BIOGENETIC, DATAPRO shall provide * * * reports to BIOGENETIC concerning maintenance and care of the Knockout Mice.

3. PAYMENTS AND BUDGET.

3.1 BUDGET. BIOGENETIC shall pay to DATAPRO the payments set forth in the Budget for each Knockout Mice Project. Except as set forth in Section 3.2, such payments shall constitute full payment for such Knockout Mice Project, including all labour, materials and overhead and BIOGENETIC shall have no other payment obligations hereunder. All payments made by BIOGENETIC under this Agreement shall be made in accordance with the Budget.

3.2 CHANGES TO BUDGET. Upon DATAPRO’s receipt of a Proposed Change in accordance with Section 2.8, if such Proposed Change is acceptable to DATAPRO, BIOGENETIC and DATAPRO shall negotiate in good faith a revised Budget (based upon the pricing and standards set forth in Attachment II) and milestones based on the revised Scope of Work. No such revised Budget or schedule shall be effective until mutually agreed to in writing by both ROCHE BIOSCIENCE and DATAPRO.

3.3 PAYMENTS. For each Knockout Mice Project, DATAPRO shall submit invoices to BIOGENETIC upon DATAPRO’s completion of each Milestone set forth in the Scope of Work. BIOGENETIC shall pay such invoices within thirty (30) days after receipt. Invoices based on accomplishment of Milestones shall include a written representation of DATAPRO’s completion of such Milestones in compliance with the terms of this Agreement and, where applicable, documentation showing such completion.

4. RIGHTS TO INVENTIONS.

4.1 * * *.

 4.2 * * *.

4.3 * * *.

 4.4 * * *.

4.5 NO OTHER TECHNOLOGY RIGHTS. Except as otherwise expressly provided in this Agreement, under no circumstances shall a Party, as a result of this Agreement, obtain any ownership interest or other right or licence in any technology, information, know-how, patents, pending patent applications, products or materials of the other Party, including items owned, controlled or developed by the other Party or transferred by the other Party to the-first Party at any time pursuant to this Agreement.

4.6 FURTHER ACTIONS. Each party shall reasonably (a) provide the other party with such information reasonably available to such party, and (b) execute and deliver such instruments, in each case, to assist in perfecting each respective party’s patent and intellectual property rights to Inventions under Sections 4.1, 4.2 and 4.3 above.

5. CONFIDENTIALITY.

5.1 CONFIDENTIAL INFORMATION. Except as otherwise expressly provided in this Agreement, each Party shall maintain in confidence theConfidential Information of the other Party for a period of * * * years. Neither Party shall use, disclose or grant the use of the other’s Confidential Information except on a need-to-know basis to those directors, officers, employees, Affiliates, agents, sub-licensees and permitted assignees, to the extent such disclosure is reasonably necessary in connection with its activities as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, prior to disclosure, the Party wishing to disclose the other’s Confidential Information shall obtain the written agreement of any such Person who is not otherwise bound by confidentiality obligations at least as restrictive as the obligations set forth in this Agreement, to hold in confidence and not make use of the Confidential Information for any purpose other than those permitted by this Agreement. Each Party shall notify the other upon discovery of any unauthorized use or disclosure of that Party’s Confidential Information.

 5.2 PERMITTED DISCLOSURES. The non-use and non-disclosure obligations contained in this Article 5 shall not apply to the extent that (a) the Receiving Party is required to disclose information by law, order or regulation of a governmental agency or a court of competent jurisdiction, PROVIDED THAT, the Receiving Party shall notify the Disclosing Party prior to any such disclosure to permit the Disclosing Party to oppose such disclosure or to seek confidential treatment of such information); or (b) the Receiving Party can demonstrate that (i) the information was public knowledge at the time of such disclosure by Receiving Party, or thereafter became public knowledge, other than as a result of acts attributable to Receiving Party in violation hereof; or (ii) the information was rightfully known by the Receiving Party (as shown by its written records) prior to the date of disclosure to it by the Disclosing Party; or (iii) the information was disclosed to the Receiving Party on an unrestricted basis from a third party not under a duty of confidentiality to the Disclosing Party; or (iv) the information was independently developed by employees or agents of the Receiving Party without access to the Confidential Information of the Disclosing Party.

5.3 TERMS OF THIS AGREEMENT. Neither Party shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as required by applicable law; PROVIDED HOWEVER, that either Party may disclose the terms or conditions of this Agreement to a third party under an obligation of confidentiality to such Party in connection with a proposed sale or in the event of a proposed merger, change in control, consolidation or other similar transaction. Notwithstanding the foregoing, prior to execution of this Agreement, BIOGENETIC and DATAPRO shall agree upon the substance of information that can be used to describe the existence and/ or terms of this transaction in a press release and BIOGENETIC and DATAPRO may disclose such information, as modified by mutual agreement from time to time, without the other Party’s consent.

5.4 NO LICENCE. Except as expressly provided in this Agreement, nothingherein shall be construed as giving either Party any licence, right, title or interest in or ownership of the other Party’s Confidential Information. Upon termination of this Agreement or a particular Knockout Mice Project as provided in Article 11, or upon either Party’s request, each Party shall return all Confidential Information of the other Party and/or destroy any portion of any documents, computer records, notes and other material retained by such Party which contains the Confidential Information of the other Party. However, each Party may retain one copy of such Confidential Information in its legal files to be used only for interpretation of this Agreement.

 6. REPRESENTATIONS AND WARRANTIES.

 6.1 GENERAL REPRESENTATIONS. Each Party hereby represents and warrants to the other Party as follows:

 6.1.1 CORPORATE -EXISTENCE. Such Party is a Company duly incorporated, validly existing and in good standing under the laws of the state in which it is incorporated.

 6.1.2 AUTHORIZATION AND ENFORCEMENT OF OBLIGATIONS. Such Party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms.

 6.1.3 NO CONSENTS. All necessary consents, approvals and authorizations of all governmental authorities and other persons required to be obtained by such Party in connection with this Agreement have been obtained. 6.1.4 NO CONFLICT. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it.

6.2 * * *

. 6.3 * * *

. 6.4 * * *

. 7. REPORTING. DATAPRO shall deliver via overnight delivery service (or other service agreed to by the parties) to the BIOGENETIC Representative all reports required to be delivered in connection with a Knockout Mice Project.

 8. RECORD RETENTION, INSPECTIONS, AND COOPERATION.

 8.1 MAINTENANCE OF DATA. DATAPRO shall maintain all written Datafor a period of not less than * * * years. At the expiration of such * * * year period, BIOGENETIC, at BIOGENETIC’s cost and expense, shall promptly arrange with DATAPRO for delivery of such Data to BIOGENETIC or DATAPRO may dispose of such written Data sixty (60) days after providing written notice of the same to BIOGENETIC.

8.2 NOTICE OF REGULATORY ACTION. If a Regulatory Agency or, any other Central, State or Local Government authority conducts, or gives notice of its intent to conduct, an inspection at any Designated Site, or takes any other regulatory action with respect to a Knockout Mice Project conducted under this Agreement, then the Party learning thereof shall promptly give the other Party notice thereof, and each Party shall provide the other with any information reasonably required in connection therewith.

 9. DATA. For each Knockout Mice Project, DATAPRO shall prepare and submit to BIOGENETIC or its designee all Data as set forth under the applicable Scope of Work, but in no event later than thirty (30) business days after (i) the date of termination of such Knockout Mice Project or (ii) the date on which BIOGENETIC otherwise requests delivery of the Data.

10. SUBCONTRACTING AND INDEPENDENT CONTRACTOR.

 10.1 SUBCONTRACTING. BIOGENETIC is aware that certain Knockout Mice Projects may require DATAPRO to subcontract to third parties portions of the work required by a Scope of Work. BIOGENETIC shall be deemed to have approved such sub-contracting on the following terms and conditions: (i) DATAPRO shall not be allowed or authorized to make any representations relating to BIOGENETIC without the prior written consent of BIOGENETIC; and (ii) such third party sub-contractor shall be subject to the terms and conditions of this Agreement. Prior to subcontracting any work contemplated by a Knockout Mice Project, DATAPRO shall notify BIOGENETIC of the intended third party subcontractor and BIOGENETIC shall be provided with fourteen (14) days in which to object to the use of a particular sub-contractor. If BIOGENETIC does not object to the use of a particular sub-contractor within such fourteen (14) day period, DATAPRO may sub-contract such work under the Scope of Work to such third party sub-contractor.

10.2 INDEPENDENT CONTRACTOR. DATAPRO shall perform its obligations under this Agreement as an independent contractor, and NOTHING CONTAINED herein shall be construed to be inconsistent with that relationship or status. Neither Party, nor their employees, agents and consultants, shall be considered employees or agents of the other Party and shall not constitute, create, or in any way be interpreted as a joint venture, partnership or business organization of any kind. Neither Party shall have the authority to bind the other Party to any agreement whatsoever. Each Party shall provide evidence satisfactory to the other Party of the existence of workers’ compensation and employer’s liability insurance covering any personnel of such Party supplied hereunder.

11. TERM AND TERMINATION.

11.1 TERM . This Agreement shall begin on the Effective Agreement Date and remain in full force and effect until the later of (a) two (2) years after the Effective Agreement Date, or (b) the completion by DATAPRO of all Milestones under any applicable Knockout Mice Projects under this Agreement, unless earlier terminated as provided in thi Article 11.

 11.2 * * *.

11.3 TERMINATION BY DATAPRO.DATAPRO may terminate a Knockout Mice Project upon DATAPRO’s identification of an item described in Section 2.4 which would prevent DATAPRO from completing such Knockout Mice Project using commercially reasonable efforts.

 11.4 TERMINATION BY EITHER PARTY.

11.4.1 MATERIAL DEFAULT. This Agreement or a Knockout Mice Project may be terminated by either Party upon any material breach of this Agreement by the other Party, provided that any breaching Party shall be given not less than twenty (20) days prior written notice of such breach and the opportunity to cure such breach during such period.

11.4.2 BANKRUPTCY. This Agreement or a Knockout Mice Project may be immediately terminated by either Party if the other Party is dissolved or liquidated, makes a general assignment for the benefit of its creditors, or files or has filed against it, a petition in bankruptcy or has a receiver appointed for a substantial part of its assets.

11.5 RIGHTS AND OBLIGATIONS AFTER NOTICE OF TERMINATION.

 11.5.1 TERMINATION BY BIOGENETIC * * * OR FOR BREACH OR BANKRUPTCY OF BIOGENETIC. If this Agreement or a Knockout Mice Project is terminated by BIOGENETIC pursuant to Section 11.2 or terminated by DATAPRO pursuant to Section 11.4, DATAPRO shall cease further work on applicable Knockout Mice Projects as immediately as practicable in accordance with its responsibilities under this Agreement and applicable Laws, in order to reduce or eliminate further costs, and to cancel, if permitted under the terms of applicable agreements, any third party obligations. Within thirty (30) days after DATAPRO’s ceasing of work on such Knockout Mice Projects, DATAPRO shall provide BIOGENETIC with a written itemized statement of all work performed by it through termination, including any non-cancelable costs or expenses incurred by DATAPRO prior to termination. DATAPRO shall invoice BIOGENETIC for all unpaid Milestones completed by DATAPRO and if such notice is received by DATAPRO prior to DATAPRO’s completion of work under a Milestone, DATAPRO shall in addition have the right to further invoice BIOGENETIC for payment of such one uncompleted Milestone as if DATAPRO had completed such Milestone. DATAPRO shall deliver to BIOGENETIC all deliverables prepared or completed by DATAPRO at the time of such cessation of work and all unused Study Materials and Data

11.5.2 TERMINATION BY BIOGENETIC FOR BANKRUPTCY OF DATAPRO OR BY DATAPRO FOR DATAPRO’S INABILITY  TO COMPLETE MILESTONE. If this Agreement or a Knockout Mice Project is terminated by DATAPRO pursuant to Section 11.3 or by BIOGENETIC pursuant to Section 11.4.2 above, DATAPRO shall deliver all deliverables prepared or completed by DATAPRO at the time of such termination, all un-used Study Materials and all Data to BIOGENETIC within sixty (60) days of receipt by DATAPRO of notice of termination. DATAPRO shall provide BIOGENETIC with a written itemized statement of all work performed by DATAPRO through the date of termination (including any Milestones completed by DATAPRO) and BIOGENETIC shall pay such invoiced amount within thirty (30) days of receipt of such statement.

11.5.3 TERMINATION BY BIOGENETIC FOR BREACH BY DATAPRO. If this Agreement or a Knockout Mice Project is terminated by BIOGENETIC pursuant to Section 11.4.1 above, DATAPRO shall deliver all deliverables prepared or completed by DATAPRO at the time of such termination, all unused Study Materials and all Data to BIOGENETIC within sixty (60) days of receipt by DATAPRO of notice of termination. DATAPRO shall provide BIOGENETIC with a written itemized statement of all work performed by DATAPRO through the date of termination (including any Milestones completed by DATAPRO) and BIOGENETIC shall pay such invoiced amount (or portion thereof that is not reasonably the subject of such breach) within thirty (30) days of receipt of such statement.

11.6 EFFECT OF EXPIRATION OR TERMINATION. Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Articles 4, 5, 6.4 and 12 shall survive any expiration or termination of this Agreement.

12. INDEMNIFICATION.

12.1 * * *.

12.2 * * *.

12.3 PROCEDURE. A Party (the “Indemnified Party”) which intends to claim indemnification under this Article 12, shall promptly notify the other Party (the “Indemnifying Party”) of any Claim with respect to which the Indemnified Party intends to claim such indemnification. The Indemnifying Party shall assume and control the defence of such Claim with counsel selected by the Indemnifying Party; PROVIDED, HOWEVER, that the Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would create a conflict for the interests of the Indemnified Party. The indemnity obligations under this Article 12 shall not apply to amounts paid in settlement of any Liability if such settlement is effected without the consent of the Indemnifying Party, which shall be given or not in the Indemnifying Party’s sole discretion. The failure to deliver notice to the Indemnifying Party within a prompt timeafter the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnifying Party of any liability to the Indemnified Party under this Article 12, but the omission so to deliver notice to the Indemnifying Party will not relieve it of any liability that it may have to the Indemnified Party otherwise than under this Article 12. The Indemnifying Party may not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the Indemnified Party without the express written consent of the Indemnified Party. The Indemnified Party, its employees and agents, shall cooperate fully with the Indemnified Party and its legal representatives in the investigation of any Claim covered by this indemnification. 13. TAXATION.

 In order that BIOGENETIC may comply with applicable tax laws and regulations, DATAPRO, at BIOGENETIC’s cost and expense, if reasonably requested by BIOGENETIC, agrees to provide within thirty (30) days after the close of each calendar year such non-confidential information reasonably available to DATAPRO which BIOGENETIC reasonably requests and deems necessary to properly compute its tax liability. In order to assist DATAPRO in providing such information, BIOGENETIC shall provide DATAPRO with a summary of payments made to it during such year for research activities conducted during such year.

14. TRADEMARKS. Neither Party shall use of the trademarks nor trade names of the other Party without the express written consent of the other Party.

15. DELAYS OR FORCE MAJEURE.

 15.1 FORCE MAJEURE. Neither Party shall be liable for the failure to perform its obligations under this Agreement or a Knockout Mice Project if such failure is occasioned by a contingency beyond such Party’s reasonable control, including but not limited to strikes or other labor disturbances, lockouts, riots, wars, fires, floods, earthquakes or storms. A Party claiming a right to excused performance under this Section 15.1 shall immediately notify the other Party in writing of the extent of its inability to perform, which notice shall specify the occurrence beyond its reasonable control that prevents such performance.

15.2 DELAY. If BIOGENETIC delays the actual start of a Knockout Mice Project for any reason, the date by which DATAPRO is obligated to complete its duties and obligations as described in the applicable Scope of Work shall be extended by the number of days the start was delayed.

16. NOTICES.

 Any notice-required or permitted to be given hereunder shall be deemed sufficient if sent by facsimile letter or overnight courier, or delivered by hand to BIOGENETIC or DATAPRO at (i) in the case of notices pursuant to this Agreement, the respective last known addresses of the partiesor at such other address as either Party hereto may designate. If sent by facsimile letter, notice shall be deemed given when the TRANSMISSION IS completed if the sender has a confirmed transmission report. If a confirmed transmission report does not exist, then the notice shall be deemed given when the notice is actually received by the person to whom it is sent. If delivered by overnight courier, notice shall be deemed given when it has been signed for. If delivered by hand, notice shall be deemed given when received. Any notice sent by facsimile must also be sent by mail or overnight courier or delivered by hand.

17. MISCELLANEOUS PROVISIONS.

17.1 * * *.

17.2 AMENDMENTS. No provision of this Agreement, the Budget or the Scope of Work may be amended, revoked, or waived except in writing signed and delivered by an authorized officer of each Party. Either Party’s failure to require the other Party to comply with the provisions of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement.

17.3 VALIDITY. If any clause, section or paragraph of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be deemed severed from the remainder of this Agreement and will have no effect on the legality, validity or enforceability of the remaining provisions.

17.4 HEADINGS. The paragraph headings of this Agreement are merely for the convenience of the parties and are not to be construed as modifying or changing the obligations or conditions expressed in this Agreement.

17.5 ENTIRETY. This Agreement represents the entire understanding as of the Effective Agreement Date hereof between the parties with respect to the matter hereof, and supersedes all prior agreements, negotiations; understandings, representations, statements, and writings between the parties relating thereto.

17.6 CONFLICT WITH SCOPE OF WORK OR BUDGET. If any terms of this Agreement are in conflict with any terms of any Scope of Work or Budget, the terms of this Agreement shall govern.

17.7 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall. Constitute one and the same instrument.

17.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of [Country Name].

IN WITNESS WHEREOF, the Parties hereto through each of their respective duly authorized representatives have caused this Agreement to be executed as of the Effective Date.

Signed sealed and delivered

By the parties in respect of witnesses

1.

 

2.