GENERAL RULES:

• By submitting an Application, an Applicant acknowledges that the Applicant has the requisite resources for the duration of the grant.
• By submitting an Application, Applicant gives the Sponsor permission to contact Applicant about products and services, whether or not Applicant’s Application is chosen as a Winner.
• The Award is not transferable: no substitutions or cash equivalents will be provided.
• No financial or other compensation will be awarded.
• In the event of a dispute regarding an Application, the Application will be deemed to have been submitted by the authorized account holder of the email address used for submission. The authorized account holder (i) is defined as the Applicant; (ii) must comply with the Official Terms; and (iii) may be required to provide proof, to the Sponsor’s satisfaction, that he/she/they are the authorized account holder.
• Failure by the Sponsor to enforce any terms or provision of these Rules shall not constitute a waiver of the term or provision or any other term.
• The Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend this Grant without notice.

By submitting requested information (“Application”) as part of the Flowfect^® Cell Engineering Grant, you on behalf of yourself and your company (“Applicant”) agree to abide by these Application Terms and Conditions (the “Terms”), the provisions listed below, and the decisions of Kytopen regarding this Award, which shall be final and binding in all respects.

Who is eligible to participate:

Applications may only be submitted by authorized representatives of the Applicant applying for the Grant. To qualify, each Applicant must be a researcher in one of the following sectors:

1. discovery, preclinical, clinical ex vivo cell therapy development in pharmaceutical and biotech organizations.
2. not-for-profit medical clinic or research organization developing ex vivo cell therapy.

Applicants are responsible for complying with any company policies related to participating in programs of this nature, including, but not limited to obtaining any necessary permissions from their company to participate and to provide the information required for the Application and to submit it.

Applications:

Applicant agrees not to submit any confidential or proprietary information in the Application unless an NDA is signed before submission. The Sponsor will have no liability or obligations of confidentiality and non-use of any information submitted in or accompanying the complete application form.

Applicant represents and warrants that Applicant is authorized to submit the Application, and hereby assigns all rights, title, and interest in the Application to Kytopen. Applicant understands and agrees that in the event that an Application is not selected for an Award, Kytopen may elect to conduct or may have conducted the same or similar studies proposed in such Application, and will own all data, results, and inventions relating to such studies.

Application Forms must be original to the Applicant and must not infringe any third-party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, patent, trade secret or confidentiality obligations, or otherwise violate applicable laws. No trademarks, logos, company names or advertising of third parties are allowed unless expressly permitted by Sponsor. Content may not be offensive or defamatory, as determined by Sponsor in its sole discretion. Sponsor reserves the right, in its sole discretion, to reject and/ or disqualify any entries (in whole or in part) that Sponsor deems, in its sole discretion, to be threatening, abusive, harassing, offensive, obscene, defamatory, libelous, hateful, embarrassing to another person or entity, profane, discriminatory, false, misleading or deceptive, invasive of another’s privacy, tortious, or that promote illegal behavior, or otherwise are inconsistent with its editorial standards or reputational interests, or that Sponsor believes may violate any applicable law or regulation, these Rules, or the rights of any third party.

Publication: Kytopen may publish, present, or otherwise disclose any data or results from any studies proposed in an Application, regardless of whether an Application is selected for an Award. In such disclosure, Kytopen will not disclose the identity of the Applicant without Applicant’s written consent.

Winning applications:

Kytopen reserves the right to set the number of winning Applications, and this number is subject to change at any time. Applicant will own all data, results, and reports arising from any Flowfect^® Cell Engineering Grant and grant Kytopen access to use results in marketing material with written permission. Study conducted in connection with a winning Application (“Results”), and may use such Results in its promotional materials (including publishing a case study to be included on its website). Other than with respect to ownership and rights of use, all studies conducted in connection with the Application will be subject to Kytopen’s Flowfect^® Agreement Terms and Conditions which will be provided to winning Applicants, prior to commencing the Studies. Winning Applicants agree to make best efforts to publish and present the Results within twelve months of receiving a final report from the applicable study.

Winning applicant materials:

• Applicant agrees to provide to Kytopen payload material for the execution of the Flowfect 96-well Discover™ Service.
• Applicant agrees to provide to Kytopen cells for the execution of the Flowfect 96-well Discover™ Service
• Project-specific materials

Choice of Law And Venue: