TERMS OF USE (effective date: November 11, 2015)

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced herein as “YOU” or “USER” or with “YOUR”) AND AGENEBIO, INC. (referenced herein as “AGENEBIO”) THAT APPLIES EACH TIME YOU ACCESS OR USE THE HOPE4MCI WEBSITE (LOCATED AT HOPE4MCI.org (referenced herein as the “WEBSITE”). YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (the or this “TOU”) AS THEY GOVERN YOUR USE OF THE WEBSITE. IF YOU DO NOT AGREE WITH THIS TOU, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THIS WEBSITE AND ARE INSTRUCTED TO EXIT THIS WEBSITE IMMEDIATELY.

1. License Grant. This TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Website conditioned on your continued compliance with the terms and conditions of this TOU. You may print and download materials and information from the Website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.

2. Restrictions. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Website. Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of AgeneBio and/or its licensor(s).

3. User Obligations. By downloading, accessing, or using the Website in order to view any information and materials, register or enter into a transaction with or through AgeneBio for any reason, or submit information of any kind, you represent that you are at least eighteen (18) years of age (or the legal age of majority (whichever is greater)) and will, at all times, provide true, accurate, current, and complete information when submitting information through the Website, including, without limitation, when you provide information via a Website registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, AgeneBio reserves the right to terminate immediately your access to and use of the Website or participation in a program or trail. In addition, you access the Website on your own volition and are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Website.

4. Other Terms and Conditions. Additional notices, terms, and conditions may apply to participation, in a clinical research trial or the receipt or provision of health care services. If there is a conflict between this TOU and any other notices, terms, or conditions, AgeneBio shall resolve any conflict in good faith in its sole discretion but this TOU shall generally control with respect to accessing and using the Website.

5. Privacy Policy. You understand, acknowledge, and agree that the operation of certain areas of the Website may require or involve the submission, use, and dissemination of various personally identifiable information. Please see AgeneBio’s Privacy Policy at https://hope4mci.org/privacy-policy for a summary of AgeneBio’s personally identifiable information collection and use practices.

6. Proprietary Rights. This TOU provides only a limited license to access and use the Website. Accordingly, you expressly acknowledge and agree that AgeneBio transfers no ownership or intellectual property interest or title in and to the Website to you or anyone else. All text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Website, unless otherwise indicated, are owned, controlled, and licensed by AgeneBio and/or its licensors and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, AgeneBio does not grant any other express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. This Website and its contents are Copyright © 2015 AgeneBio, Inc. and/or its licensors. All rights reserved. AGENEBIO, HOPE4MCI, and all other names, designs, logos, and icons identifying AgeneBio and its programs, events, products, and services are proprietary trademarks of AgeneBio, and any use of such marks, including, without limitation, as domain names, without the express written permission of AgeneBio is strictly prohibited. Other product, association, organization, and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

7. Third-Party Links, Products & Services. AgeneBio, in its sole discretion, may feature and/or post the advertisements or logos of third parties on the Website and/or feature or utilize on the Website materials, programs, products, and services provided by third parties. AgeneBio may also provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and/or services. These other sites have not necessarily been reviewed by AgeneBio and are maintained by third parties over which AgeneBio exercises no control. Your correspondence or any other dealings with third parties found on the Website are solely between you and such third party.

8. Disclaimer. THE WEBSITE IS FOR EDUCATIONAL USE ONLY. NOTHING CONTAINED IN THIS WEBSITE IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THIS WEBSITE ALSO DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING, OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS. AGENEBIO FURTHER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE WEBSITE IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE. IN ADDITION, AGENEBIO DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AGENEBIO HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, AGENEBIO EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY PROVIDED MATERIALS, PROGRAMS, PRODUCTS, AND SERVICES DESCRIBED ON OR ACCESSED THROUGH THE WEBSITE, AND YOU AGREE THAT AGENEBIO SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS WITH SUCH THIRD PARTIES.

9. Limitation of Liability. You expressly absolve and release AgeneBio from any claim of harm resulting from a cause beyond AgeneBio’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AGENEBIO BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE, WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THIS WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF AGENEBIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF AGENEBIO FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500 (US)).

10. Governing Law. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of Maryland as applied to agreements entered into and completely performed in the State of Maryland.

11. Enforcing Security on the Website. Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. AgeneBio reserves the right to view, monitor, and record activity on the Website without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Website. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Website as well as to disclosures required by or under applicable law or related government agency actions. AgeneBio will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, AgeneBio reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Website, or any portion of the Website in order to protect the Website, AgeneBio, or AgeneBio’s business.

12. Injunctive Relief. You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of AgeneBio proprietary assets, will cause irreparable injury to AgeneBio, such injury would not be quantifiable in monetary damages, and AgeneBio would not have an adequate remedy at law. You therefore agree that AgeneBio shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that AgeneBio post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to AgeneBio to enforce any provision of this TOU.

13. Term & Termination. This TOU will take effect (or re-take effect) at the moment you respond through the Website to a request for information and/or begin downloading, accessing, or using the Website, whichever is earliest. AgeneBio reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny your access to the Website or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and this TOU will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice and may impact your participation in a related clinical research trial. You may also terminate this TOU at any time by ceasing to use the Website, but all applicable provisions of this TOU will survive termination, as identified below, and each re-access or use of the Website will reapply this TOU (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Website in your possession. The provisions concerning AgeneBio’s proprietary rights, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this TOU for any reason.

14. Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by AgeneBio of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.

15. Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and AgeneBio as result of this TOU or your utilization of the Website. This TOU and AgeneBio’s Privacy Policy represent the entire agreement between you and AgeneBio with respect to use of the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and AgeneBio with respect to the Website. You may not assign or transfer any rights under this Agreement without the prior written consent of AgeneBio. Please note that AgeneBio reserves the right to change the terms and conditions of this TOU by posting a revised TOU or mailing and/or e-mailing notice thereof to you. In addition, AgeneBio may add, modify, or delete any aspect, program, or feature of the Website, but AgeneBio is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Website following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this TOU. Accordingly, please review the TOU found at this location on a periodic basis.