Research Services Terms and Conditions

Last Updated: June 1, 2026

Advanced RNA Technologies, LLC, d/b/a ADViRNA LLC (“ADViRNA”) provides research services to customers identified in applicable Statements of Work (“Customer”). These Terms and Conditions (“Terms”) govern all research-use-only services performed by ADViRNA under one or more Statements of Work executed by the parties. Each project will be described in a Statement of Work (“SOW”). Where a fully executed Master Services Agreement exists between the parties, that agreement governs in place of these Terms. Absent such an agreement, these Terms apply. In the event of a conflict between an SOW and these Terms, these Terms control unless the SOW expressly overrides a specific provision.

Deliverables and IP Ownership. Customer owns the Deliverables and any inventions first conceived or reduced to practice in the performance of services that specifically relate to Customer inputs or the Deliverables. ADViRNA assigns those rights to Customer and will reasonably assist with related filings, with Customer bearing external costs. ADViRNA retains all rights in its pre-existing and general tools, methods, platforms, software, algorithms, libraries, databases, protocols, and general improvements (“ADViRNA Background”), and no license to the ADViRNA Background is granted unless an SOW expressly provides otherwise. Customer grants ADViRNA a narrow, non-sublicensable, non-transferable license to use Customer-owned Deliverables internally to perform and support the services and for quality, audit, and legal compliance purposes only, with no third-party disclosure. ADViRNA may use aggregated, de-identified efficacy data generated during services for the limited purpose of validating, training, and improving its internal oligonucleotide prediction algorithms and related platform technologies. Such use excludes Customer Proprietary Information and will not include or reveal any confidential project goals, drug development strategies, or other information that could reasonably identify Customer or its proprietary interests.

Confidentiality, Security, and Residuals. Each party will use the other’s Confidential Information only to perform the SOW, protect it with reasonable safeguards, and upon request or SOW completion will return or destroy it within 30 days, with one archival copy permitted solely for legal and compliance purposes. Confidentiality obligations survive for five years; trade secrets remain protected for so long as they qualify as such. ADViRNA will maintain reasonable written security controls and, upon confirming an incident that materially compromises Customer Confidential Information, will notify Customer within five business days, investigate, and cooperate in remediation. ADViRNA may use Residuals, meaning general know-how retained in unaided memory, but will not use or disclose Customer information in identifiable form, will not deliberately memorize source code or sequences, and will not disclose Customer-specific results to third parties.

Samples and Materials. Title to all samples and materials provided by Customer (“Samples”) remains with Customer. Customer will provide accurate labeling, maintain chain-of-custody, include applicable hazard information and biosafety level designations, and use compliant packaging and shipping. ADViRNA may refuse or return any shipment that is incomplete, unsafe, or non-compliant. Upon SOW completion, ADViRNA will return remaining Samples at Customer’s expense unless Customer provides written disposition instructions within 30 days; absent such instructions, ADViRNA may securely destroy the Samples and confirm destruction in writing upon request. Customer is responsible for all required permits, approvals, and export or import authorizations.

Acceptance, Warranty, and Use Limitations. Customer has 30 days from delivery to report any nonconformity to the SOW, after which Deliverables are deemed accepted. The remedy for a timely-reported nonconformity is re-performance, repair, or replacement within a reasonable time, or if not feasible, a refund of the nonconforming portion. ADViRNA warrants that services will be performed in a professional and workmanlike manner consistent with the SOW and applicable industry standards. Unless an SOW states otherwise, all services and Deliverables are for research use only, are not GLP/GMP/ISO-compliant, are not a diagnostic, therapeutic, or medical device, and are not intended for clinical decision-making; Customer is solely responsible for any downstream regulatory use. Except for the acceptance remedy and express services warranty stated above, services and Deliverables are provided “AS IS,” and ADViRNA disclaims all other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and that results will be uninterrupted, error-free, or achieve specific scientific or regulatory outcomes.

Indemnification. Customer will defend, indemnify, and hold harmless ADViRNA and its personnel from and against any third-party claims and related losses arising out of (i) Customer’s inputs, materials, data, specifications, or instructions; (ii) Customer’s use of the Deliverables or results, including any regulatory, clinical, or commercial use; or (iii) Customer’s violations of law, required consents, or ethics requirements. This obligation does not apply to the extent a claim is caused by ADViRNA’s gross negligence, willful misconduct, fraud, or material breach of these Terms. ADViRNA will provide prompt written notice of any claim, Customer will have sole right to assume and control the defense and settlement, and ADViRNA will reasonably cooperate at Customer’s expense. Customer may not settle any claim that imposes non-monetary obligations on ADViRNA or admits fault on ADViRNA’s behalf without ADViRNA’s prior written consent.

Limitation of Liability. ADViRNA’s aggregate liability under each SOW is capped at the fees paid and payable by Customer for that SOW in the prior 12 months, or if the SOW term is shorter, the total fees for that SOW. This cap does not apply to ADViRNA’s gross negligence, willful misconduct, or fraud, or to liability for death, personal injury, or tangible property damage caused by ADViRNA. For (i) direct damages from a breach of confidentiality, (ii) direct out-of-pocket costs of a confirmed data security incident including forensics, required notifications, and commercially reasonable remediation, and (iii) loss of or damage to Samples, limited to documented replacement and processing costs, liability is subject to a sub-cap equal to the greater of two times the applicable SOW fees or USD 250,000. In no event will either party be liable for indirect, consequential, special, exemplary, or punitive damages, including lost profits, loss of use, loss of business, or diminution of IP value, except that third-party damages actually paid under a covered indemnity may be recovered.

Fees, Taxes, and Suspension. Fees are set forth in the applicable SOW. Invoices are due Net 30 from receipt; overdue amounts accrue interest at 1.5% per month or the lawful maximum, whichever is lower. Customer pays all applicable sales, use, service, and excise taxes, excluding ADViRNA’s income taxes. Purchase orders are administrative only and do not modify these Terms or any SOW. ADViRNA may suspend work for undisputed invoices unpaid more than 15 days after the due date, or for safety or legal risk.

Subcontractors and Audit Rights. ADViRNA may use its affiliates or qualified subcontractors to perform services and remains responsible for their performance. ADViRNA will flow down confidentiality, IP, and security obligations to any such parties. Routine on-site audits are not permitted. Upon reasonable request, ADViRNA will provide written summaries of relevant controls and respond to reasonable written questionnaires. On-site access will be provided only if required by applicable law or a regulator, or if expressly agreed in an SOW, and will be limited in scope and duration, conducted under confidentiality obligations, and will not include access to other clients’ data or facilities.

Term, Termination, and Force Majeure. These Terms take effect on the date of the first SOW executed under them and continue for three years, auto-renewing for successive one-year periods unless either party provides 60 days’ written notice of non-renewal. Either party may terminate an SOW for convenience on 30 days’ written notice, with Customer paying for work-to-date, non-cancelable commitments, and a wind-down charge not to exceed 10% of unperformed fees unless the SOW states otherwise. Either party may terminate for uncured material breach upon 30 days’ written notice, or 10 days for payment defaults, or immediately upon insolvency of the other party. Force majeure excuses performance other than payment obligations; either party may terminate the affected SOW if a force majeure event persists for more than 60 days, with schedules and fees adjusted equitably.

Governing Law and Dispute Resolution. These Terms are governed by the laws of the Commonwealth of Massachusetts, excluding conflict-of-laws rules. Any dispute arising out of or relating to these Terms or any SOW that cannot be resolved through good-faith executive escalation within 30 days of written notice will be submitted to binding arbitration administered by the American Arbitration Association under its Expedited Commercial Arbitration Rules. The seat of arbitration is Massachusetts; the language is English. Where technical matters are at issue, arbitrators must have relevant biotech or pharmaceutical background or experience. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Miscellaneous. These Terms, together with any executed SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings, representations, and agreements. No amendment is effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the parties will negotiate a replacement reflecting the original intent. Either party may assign these Terms or an SOW to an affiliate or in connection with a change of control or sale of substantially all assets upon written notice; all other assignments require prior written consent of the other party, not to be unreasonably withheld. Customer may not delegate SOW performance to third parties without ADViRNA’s prior written consent. Failure by either party to enforce any right under these Terms is not a waiver of that right.

❗️RESEARCH USE ONLY — NOT FOR HUMAN OR ANIMAL USE

All services, deliverables, oligonucleotide compounds, reagents, and other materials provided by ADViRNA LLC are intended solely for research purposes in laboratory settings. They are not approved, cleared, or authorized by the U.S. Food and Drug Administration or any other regulatory authority for use as a drug, biologic, diagnostic, medical device, or therapeutic in humans or animals. They are not manufactured under GMP, GLP, or ISO conditions unless expressly stated in the applicable SOW. Customer assumes full responsibility for compliance with all applicable laws and regulations governing the receipt, handling, use, and disposal of materials and data. ADViRNA LLC expressly disclaims any liability arising from use of its services or materials outside of their intended research-only purpose.

Questions? 

Contact us at info@advirna.com