Legal Information

Terms and Conditions, Paratope-PLUS CDR Scanning Services

Last updated November 4, 2025

The following Terms and Conditions shall apply to services (the “Services”) provided by Integral Molecular, Inc. (“INTG”) to the customer (the “Customer”). These Terms and Conditions shall not be modified except in writing signed by the parties.

1. Performance of Services. All orders for the Services shall be made in writing in a Purchase Order. The Purchase Order shall describe the Services to be performed and are subject to acceptance by INTG, which shall also be made in writing. A good faith effort to perform the Services on schedule will be made, and Customer will be notified if INTG determines that there are likely to be substantial delays. INTG is only responsible for performing the Services specified in the Purchase Order, which shall specify the materials and/or data (the “Deliverables”) to be delivered to Customer.


2. Limited Warranty.  INTG shall not be liable for special, incidental, or consequential damages of any kind regarding the Services. INTG shall not be liable for property damage, personal injury, or economic loss caused by the Services. Due to the scientific experimental nature of the Services, including but not limited to Paratope Mapping services, Protein Engineering services, Epitope Mapping services, Membrane Proteome Array (MPA), and Lipoparticles, all Deliverables are provided “as is.” If INTG’s Services are used for purposes of evaluating or testing any materials or molecules (the “Test Materials”) to meet any legal or regulatory requirements (including but not limited to the USPTO, FDA, EMA, and other patent and drug agencies), INTG does not guarantee that the Deliverables will support or result in Test Materials meeting such legal or regulatory requirements. Such Deliverables are experimental in nature and must be interpreted in connection with the specific experiments from which the Deliverables are generated. It is the sole responsibility of the Customer to interpret the Deliverables and determine whether the Test Materials are suitable and safe for any use (including in animals or humans), whether the Test Materials perform or function as contemplated by the Customer, or whether the Test Materials comply with the applicable legal or regulatory requirements. INTG is not a law firm and may not AND DOES NOT perform services performed by an attorney. the Services and the information INTG may provide to customer are not a substitute for the advice or services of an attorney. In cases where INTG provides any information, data, or ILLUSTRATIVE DRAFT PATENT claims (COLLECTIVELY “INFORMATION”) that may be used for patent filings, Customer acknowledges that INTG is not a law firm and any information provided by INTG is not to be construed as legal advice; it is the sole responsibility of the Customer, IN CONSULTATION WITH CUSTOMER’s PATENT COUNSEL, to determine whether and how to use such information provided by INTG in the context of patent filings. NO CUSTOMER SHOULD ACT OR REFRAIN FROM ACTING ON THE BASIS OF INFORMATION, DATA OR ILLUSTRATIVE DRAFT CLAIM SETS WITHOUT FIRST SEEKING LEGAL ADVICE FROM COUNSEL IN THE RELEVANT JURISDICTION. intg makes no representations OR WARRANTIES of any kind that such information is, or will be, sufficient to obtain a patent based on the information OR THAT THE ILLUSTRATIVE DRAFT CLAIMS ARE CORRECT OR COMPLETE, and Customer acknowledges that the information provided to customer may not be sufficient to obtain a patent OR THE CLAIM COVERAGE DESIRED BY CUSTOMER.  INTG hereby expressly disclaims any warranty relating to the fitness of the Services and Deliverables for any particular purpose. Where Customer gives specific instructions to INTG to perform Customer-specified services, including directing INTG to use or providing INTG with specific materials including antibodies, proteins, or genes (“Customer Materials”), Customer assumes all liability and responsibility regarding the intellectual property rights of any third party in connection with Customer’s instructions and Customer Materials. INTG MAKES NO REPRESENTATIONS OF ANY KIND AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE SEVICES AND DELIVERABLES INCLUDING WITHOUT LIMITATION AS TO THE QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. INTG’S AGGREGATE LIABILITY RESULTING FROM PROVIDING THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS SPECIFIED IN THE PURCHASE ORDER.


3. Price and Payment Terms. Payment terms are net 30 days from the date of invoice, payable in United States dollars. If Customer is a tax-exempt organization, Customer should submit a copy of its tax exemption certificate with its Purchase Order. Services will be billed as specified in Customer Project Pricing and Timeline in the quote sent by INTG to Customer, which, if agreed upon by Customer, shall be incorporated into the Purchase Order and Purchase Order Acknowledgement by reference. Any shipping and handling charges, insurance, and applicable taxes are at Customer’s expense and will be added to the invoice. For certain projects, a non-refundable upfront set-up fee may be required to initiate such a project, which shall be specified in the quote. Invoices will be sent to Customer before initiation of or at completion of other stages of the project, as specified in Customer Project Pricing and Timeline in the quote. When a project encounters unforeseeable difficulty, INTG may halt the project at its discretion and the Customer shall pay for the pro rata portion of the project completed, subject to any non-refundable upfront set-up fee. If Customer terminates or cancels the Services after initiation, Customer shall be liable for all unpaid fees incurred prior to the termination date and any costs committed by INTG prior to the termination date. Any additional services required to complete the project that would incur additional charges will be presented to Customer prior to initiation for written authorization. If an invoice is not paid when due, INTG, at its option and without prejudice to other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the Services. Pricing and turnaround times are best estimates and are subject to change. All fees paid are non-refundable. In the event it is necessary for INTG to pursue legal means to obtain payment for any or all outstanding amounts due for the Services, Customer agrees to pay the amounts outstanding plus a twenty percent (20%) collection charge, all attorney’s fees related to collection and all other costs of collection. Customer understands that INTG may, in such an instance, collect outstanding fees through a lien on any property, civil court action, and the use of collection agencies. Unpaid fees may be reported to all credit bureaus.


4. Intellectual Property. Customer shall be the exclusive owner of all rights, title and interest in all Customer Materials and Deliverables, whether or not copyrightable or patentable. In the performance of the Services, INTG may generate mutations of antibodies provided by Customer. Such mutated antibodies (“Variants”) shall be the property of Customer, provided that nothing in this agreement shall prohibit or restrict INTG from utilizing or developing technologies relating to or making modifications to any publicly available antibodies non-proprietary to Customer outside the scope of this Agreement for any purposes. INTG hereby acknowledges and concedes, and shall cause its employees substantially involved in the Service project (“Project Personnel”) to acknowledge and concede, that the Variants are conceived by Customer and reduced to practice under the instruction of Customer, and Customer’s personnel shall be the inventors of such Variants. INTG shall and hereby does assign, and shall cause its Project Personnel to execute documents to assign, all intellectual property rights in and to the Variants to Customer. To the extent necessary, INTG hereby appoints, and shall cause its Project Personnel to execute documents to appoint Customer (and its authorized officers and agents) as the agent and attorney in fact, to execute, verify and file any documents and to do all other lawfully permitted acts to obtain and enforce the intellectual property rights in the Variants. Upon Customer’s request and at Customer’s expense, Integral will assist Customer and/or deliver to Customer documents as may be necessary to apply for, maintain and enforce patents or other rights arising from the Services that are owned by Customer. Notwithstanding anything to the contrary, INTG’s proprietary technologies, including but not limited to its Paratope Mapping services, Protein Engineering services, Epitope Mapping services, Membrane Proteome Array (MPA), and Lipoparticle technologies, and any improvements thereof (including specific receptor sequences and engineered receptors) are and shall continue to be solely owned by INTG (“INTG Technologies”). To the extent that the Deliverables incorporate any INTG Technologies, in consideration of the fees paid by Customer for the Services, INTG hereby grants Customer a non-exclusive, fully paid, royalty-free, worldwide license to use INTG Technologies to exploit the Deliverables. Until the moment of full payment of the Services performed, Customer shall not be authorized to give or permit third parties the use of the Deliverable, to rent or pledge, to transfer the title or to alienate or encumber the same in any other way.


5. Confidentiality. INTG will treat all Customer Materials, the Variants, Customer-provided information, and Deliverables as confidential information of Customer and will not use such information for purposes other than performing the Services and will not disclose the same to any person except its employees, consultants, and subcontractors who need to know such information for purposes of providing the Services and are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein. Any employee, consultant, or subcontractor who is given access to the information shall be informed by INTG of these terms and conditions.


6. Indemnification and reimbursement.  Customer shall hold harmless and indemnify INTG and its employees from and against any liability, demand, damage, cost or expenses (including reasonable attorney’s fees) arising from any third-party claim, action or proceedings, resulting from (a) Customer’s use of the Deliverables, (b) Customer’s material breach of its obligations, or (c) Customer’s negligence or willful misconduct, except to the extent caused by INTG’s (a) material breach of obligations, and (b) gross negligence or willful misconduct in performing the Services. In the event that INTG or its employees, by reason of providing the Services to Customer, (i) becomes a witness in a proceeding, or (2) receives a subpoena or other orders to the similar effect issued by a court or government agency with respect to a proceeding, Customer shall reimburse INTG or its employees for all expenses actually and reasonably incurred in giving testimony or furnishing documents for such proceeding.


7. Governing law and jurisdiction.  This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions. The parties hereby submit to the exclusive jurisdiction of the federal or state courts of the Commonwealth of Pennsylvania.


8. Entire Agreement. Unless a separate written agreement is signed by both parties, the entire contract between Customer and INTG is contained in these Terms and Conditions, except such other terms as may be specifically incorporated in INTG’s Purchase Order Acknowledgment by reference. No alleged oral promises or conditions not set forth in the Purchase Order Acknowledgment shall be binding upon Customer or INTG, and any prior negotiations between the parties are merged into these Terms and Conditions. INTG’s issuance of a Purchase Order Acknowledgment is expressly made conditional (i) upon Customer’s assent to any and all terms contained in these Terms and Conditions which may be additional to or different from any terms on any Purchase Order, and (ii) upon Customer ‘s further assent that these Terms and Conditions constitute the sole and exclusive agreement between INTG and Customer. Such assent shall be deemed given unless Customer notifies INTG in writing of Customer’s objection to specific terms within five (5) days after INTG’s issuance of a Purchase Order Acknowledgment to the Customer. Issuance of a Purchase Order with additional or different terms is not an objection to specific terms of the Purchase Order Acknowledgment.