Limited-Use License for B-Clear® System for the United States of America and North America

This is a binding legal agreement (this “License”) between you (“Customer” or “You”), and Qualyst Transporter Solutions, LLC (“Qualyst”) regarding the enclosed B-CLEAR® System (this “Product”). Carefully read this License prior to opening the sealed package. BY OPENING THE SEALED PACKAGE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. If You do not agree to the terms of this License, and You have not opened the sealed package, promptly notify Qualyst in writing and return the unopened Product and all accompanying items (including all written material and containers) to Qualyst within five (5) business days.

This License sets forth Customer’s rights to use this Product. The meaning of “Product” hereafter shall include any component parts thereof and any documentation made available for use of the B-CLEAR® system. Upon receipt of the applicable fee, Qualyst grants to Customer the personal, non-exclusive, and non-transferable right to use this Product in the United States of America and North America. Customer is solely responsible for the use of this Product by any person.

Customer acknowledges and agrees that the manufacture, use, sale or import of this Product may be subject to one or more issued or pending U.S., E.U. and other worldwide patents or patent applications and/or corresponding foreign equivalents owned or controlled by Qualyst. Customer acknowledges and agrees that the documentation and components included in the Product are the proprietary and copyrighted material of Qualyst. The purchase and use of this Product shall be governed under Qualyst’s standard Terms and Conditions, and any other written agreement between the parties, and such terms and agreements are incorporated herein by reference. Your purchase of this Product, subject to this License, conveys to Customer the non-transferable right to use the purchased amount of the Product in this shipment and components of the Product in this shipment in research conducted by Customer, such right to expire upon the completion of experiments from this shipment.

Customer shall not sell or otherwise transfer (a) this Product (b) any components of this Product; or (c) any materials made using this Product or its components, and Customer shall not otherwise use this Product or its components for Commercial Purposes. “Commercial Purposes” means: (1) use of this Product in manufacturing; (2) use of this Product, in exchange for fees or other consideration paid or payable by an unrelated party, to provide services, information, or data; (3) use of this Product for therapeutic, diagnostic or prophylactic purposes; or (4) resale of this Product, whether or not such Product is resold for use in research. For clarification, Customer may use and transfer information or materials made through the use of this Product to support Customer’s research in any manner Customer deems necessary or appropriate, provided that in no event may Customer use the Product to provide services.

Subject to the terms of this License, Qualyst will not assert a claim against Customer alleging infringement based upon the manufacture, use, or sale of a therapeutic, clinical diagnostic, vaccine or prophylactic product developed by Customer in which this Product was employed, provided that neither this Product nor any of its components was used in the manufacture of such Product.

For information on obtaining a license to use this Product for purposes beyond the scope of this License, contact Qualyst Transporter Solutions, LLC, Attn: Corporate Development, 2810 Meridian Parkway, Suite 100, Durham, NC 27713; +1-919-313-6500 (phone); +1-919-313-0163 (fax).