ProtoArray™ Immune Response Biomarker Profiling
Scope of Services
Invitrogen Corporation (“Invitrogen”) will profile ______ sera of interest using
ProtoArray™ microarrays that contain approximately 5,000 human proteins as
outlined below on behalf of _____________ (“Client”).
This Statement of Work specifies Invitrogen’s ProtoArray™ Immune Response
Biomarker Profiling (IRBP) Service for this project.
Service includes:
1. Characterization of protein interactions on a ProtoArray™Human Protein
Microarray nc v3.0 (containing approximately 5,000 unique proteins spotted
in duplicate) identified from profiling with the sera provided
2. Screening of provided sera = n plus one negative control per batch of ≤10
sera submitted, utilizing n+1 ProtoArray™ microarrays in total
Service Details:
1. Probe one (1) ProtoArray™Human Protein Microarray nc v3.0 with each
serum sample provided and detect bound IgG with a fluorescently-labeled
anti-IgG detection reagent.
2. For each set of 10 serum samples, probe one (1) ProtoArray™Human Protein
Microarray nc v3.0 with detection reagent only as a negative control.
3. Report results including the identity of any interacting proteins. Report may
be customized to compare pairwise sample populations, for example,
interacting proteins observed in disease samples vs. normal samples; in
treated vs. untreated samples, or in early vs. late-stage disease samples
Customer provides:
1. Serum (≥10l/sample)
 Shipping: Serum may be shipped as liquid on blue ice, or frozen on dry
ice. It is imperative that all samples be treated in an identical fashion
prior to shipping in order to maximize data quality.
 Sample Acquisition: Serum samples must be obtained and labeled
according to the guidelines set forth in the “Certification Statement
Regarding Human Serum Samples Used for Research and/or Educational
Purposes”. This document must be completed, signed, and included with
the serum shipment prior to initiation of the project.
Invitrogen delivers:
ProtoArray™ Immune Response Biomarker Profiling
1. Comprehensive project report that includes all data of positive and negative
interactions.
2. Image files and raw data.
Ordering information:
Service Description
ProtoArray-H SP Svc:
Immune Response Biomarker Profiling Svc
Cat. no.
SPS1101
Timeline:
The profiling service will be completed within 4-6 weeks upon initiation of the
project. The turnaround time may be extended for submissions of ≥50 sera.
Project management (PM):
Our project management team will be overseeing the work on this project and will
keep you apprised of the status.
Terms and conditions:
Invitrogen’s Terms and Conditions for Provision of Services govern the service
work provided hereunder and are attached. Furthermore, this service may be
covered by one or more Limited Use Label Licenses (See Technical Support section
of Invitrogen.com for specific Limited Use Label Licenses). By use of this service,
you accept the terms and conditions of all applicable Limited Use Label Licenses.
This service is performed for research use only."
PM Contact Information:
Invitrogen Custom Services
Invitrogen Corporation
Phone 800-955-6288 (3) x 45682
Fax 716 774 3157
Email: ddcustoms@Invitrogen.com
INVITROGEN CORPORATION
TERMS AND CONDITIONS FOR PROVISION OF SERVICES
1. Governing Provisions. Invitrogen Corporation, (“INVITROGEN”) agrees to provide to Client certain services identified
and agreed upon by the parties (the “Services”) expressly conditional on Client’s assent to the terms and conditions
ProtoArray™ Immune Response Biomarker Profiling
contained herein. Client agrees that the terms of Client’s purchase order or any other document supplied by Client to
INVITROGEN shall not be of any force or effect, except to the extent INVITROGEN agrees in writing thereto.
2. Standard of Performance. INVITROGEN will perform all Services using due care in accordance with (a) the Statement
of Work relating to the Services, of which these Terms and Conditions are a part (“the Services Agreement”) and (b)
generally prevailing industry standards. INVITROGEN will make a good faith effort to start and complete all Services on
time and will notify Client if INVITROGEN determines that there are likely to be substantial delays.
3. Changes. Changes to the Services Agreement must be in writing and signed by authorized representatives of
INVITROGEN and Client. If such changes result in an increase in the cost of the Services or affect the projected completion
date of the Services, the fee and/or completion date shall be adjusted to a degree commensurate with such changes.
Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at
the time of cancellation.
4. Materials and Information. Client will provide INVITROGEN with sufficient amounts of Client’s information and
materials such as cells, compounds, samples, or other substances needed to perform the Services (“Client Materials”), as
well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Material
needed by INVITROGEN to perform the Services. Upon completion of the Services any remaining Client Materials will be
destroyed.
5. Data. Except as set forth otherwise in the Services Agreement, Client shall be the exclusive owner of and shall have title
to all documentation, information, records, raw data, specimens or other work product supplied by Client and/or generated
by INVITROGEN as a direct result of the performance of the Services (“Data”). Upon completion of the Services
INVITROGEN will maintain a file of the Data for a period of no less than one year.
6. Confidentiality. During performance of the Services and for three (3) years thereafter, INVITROGEN will treat all Data
as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and
subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services; provided, however, that
INVITROGEN shall have the right to publicize statistical results of the Services in a manner that does not identify Client or
the specific nature of the Services performed. INVITROGEN may disclose Data to its employees, consultants, or
subcontractors, provided that such employees, consultants, or subcontractors 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 Data shall be informed by INVITROGEN of these Terms and Conditions. INVITROGEN shall
protect the Data by using the same degree of care as INVITROGEN uses to protect its own confidential information, but in
any event no less than a reasonable degree of care. Notwithstanding any other provisions herein, INVITROGEN shall have
no liability or obligation to Client for, nor be in any way restricted in, its disclosure or use of any Data which (a) is already
known to INVITROGEN; (b) is or becomes publicly known by any means whatsoever, through no wrongful act of
INVITROGEN; (c) is received from a third party without breach of this Agreement; (d) is disclosed pursuant to an
enforceable order of a court or administrative agency; or (e) is independently developed by or for INVITROGEN.
7. Payments. Terms of sale of the Services are net 30 days of the date of invoice. Invoices shall be sent to Client upon
completion of the Services and delivery to Client of a Certificate of Analysis. If Client defaults in any payment when due,
INVITROGEN, at its option and without prejudice to its other lawful remedies, may defer delivery or terminate the Services
Agreement. All payments due hereunder shall be made in U.S. dollars.
8. Use of Names. Neither party shall use the other party’s name or the names of its employees in any advertising, sales
or promotional material or in any publication without prior written consent of such other party.
9. Inventions. Except as set forth otherwise in the Services Agreement, Client shall be the exclusive owner of, and
INVITROGEN hereby assigns to Client, all Client Materials, Data, inventions, improvements, designs, programs, formulas,
know-how and writings supplied by Client and/or generated or discovered as a direct result of INVITROGEN’s performance
of the Services, whether or not copyrightable or patentable (collectively, the “Inventions”). If requested by Client,
INVITROGEN shall, at Client’s expense, do all things reasonably necessary or appropriate to assist Client in obtaining
patents or copyrights on any Inventions. Client shall not by virtue of the Services Agreement or either party’s performance
thereof obtain any intellectual property or other ownership rights in any methods or processes used or developed by or for
INVITROGEN in or for the provision of Services or any documentation, records, raw data, materials (other than Client
Materials), specimens, work product, concepts, information, inventions, improvements, designs, programs, formulas, knowhow, or writings related thereto, except those methods and/or processes, if any, provided by Client to INVITROGEN and
designated as being owned by Client in a separate written agreement between the parties.
10. Limited Warranty. The Services Agreement is a contract for services only. INVITROGEN’s sole warranty with respect
to the Services is that INVITROGEN will perform all Services in accordance with the standard of performance set forth in
Section 2 above. Client shall notify INVITROGEN in writing of any claim for a breach of such warranty by INVITROGEN
within one (1) month after delivery by INVITROGEN of the Certificate of Analysis relating to such Services. The sole remedy
of Client for breach of such warranty shall be to require INVITROGEN to re-perform the Services (or such portion thereof as
may reasonably be required to be re-performed), and, in such event INVITROGEN shall diligently pursue the re-performance
ProtoArray™ Immune Response Biomarker Profiling
of the Services or portions thereof until completion. IN NO EVENT SHALL INVITROGEN BE LIABLE UNDER ANY LEGAL
THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY
KIND) AS A RESULT OF INVITROGEN’S FAILURE TO PERFORM THE SERVICES IN ACCORDANCE WITH THIS WARRANTY FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF INVITROGEN HAD NOTICE OF
THE POSSIBILITY OF SUCH DAMAGES. THE WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF ANY AND ALL OTHER
WARRANTIES RELATING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INVITROGEN’S LIABILITY TO CLIENT FOR
BREACH OF ANY TERMS AND CONDITIONS OF THE SERVICES AGREEMENT (OTHER THAN ANY BREACH OF THE WARRANTY
CONTAINED IN THIS SECTION) SHALL BE LIMITED TO DAMAGES (OTHER THAN INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES) IN AN AMOUNT NOT TO EXCEED THE FEE PAID OR TO BE PAID BY CLIENT TO
INVITROGEN IN CONNECTION WITH THE SERVICES.
11. Indemnification. Except to the extent proximately caused by the gross negligence, recklessness or willful misconduct
of INVITROGEN, Client shall indemnify and hold harmless INVITROGEN, its affiliates and their respective officers, directors,
employees and agents from and against any and all expenses (including, but not limited to, reasonable attorney’s fees),
damages, judgments, and losses incurred by any such indemnified party as a result of or in connection with any claim,
demand, or cause of action asserted by a third party for physical injury to or death of persons, physical damage to property,
or infringement of intellectual property arising out of or based upon (a) Client’s manufacture, sale, or use of any quantity of
the Client Materials, the Data or any product or service based in whole or in part on Client’s reliance on the Services or any
portion thereof provided to Client by INVITROGEN, or any derivative thereof, and (b) INVITROGEN’s use or reliance on
Client Materials for the performance of the Services for Client.
12. Miscellaneous. Neither INVITROGEN nor Client shall be responsible for failure or delay in performance of its obligations
related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental
actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or
communications, failure of suppliers or subcontractors, or natural disasters.
The relationship of the parties is that of independent contractors, and nothing herein shall be construed as establishing one
party, its affiliates, or any of its or their employees as the agent, legal representative, joint venturer, partner, employee, or
servant of the other party or its affiliates. Except as set forth herein, neither party shall have any right, power or authority
to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other party or its
affiliates. No waiver by either party of any breach of any provision hereof shall constitute a waiver of any other breach of
that or any other provision hereof. If any part, term or provision herein is determined to be invalid or unenforceable, the
remainder of the terms and conditions herein shall not be affected, and shall otherwise remain in full force and effect.
It is a condition of this Services Agreement that Client will use materials provided by INVITROGEN only for Client’s internal
research purposes. Such materials including, but not limited to, compounds, biological materials, and nucleic acid
molecules (e.g. DNA, RNA, vectors, clones, libraries such as cDNA libraries, cells, etc.) (“Samples”). In particular, Client
has no rights to sell or transfer for consideration Samples to any third party, whether or not Samples are sold or transferred
for use in research.
ProtoArray™ Immune Response Biomarker Profiling
Certification Statement Regarding Human Serum Samples Used for Research
and/or Educational Purposes
With respect to the sale or transfer of human serum samples for research or educational
purposes by _______________ (“Serum Supplier”) to Invitrogen, Serum Supplier certifies as
follows:

All individually identifiable health information, as defined under
applicable State and Federal laws and regulations (including, without
limitation, the provisions of the Health Insurance Portability and
Accountability Act (“HIPAA”)) has been removed from the serum samples
and from any reports or other documents provided to Invitrogen in
association with these samples.

All serum samples were obtained pursuant to the fully informed written
consent of the patient (or their legal representative or guardian),
including consent for any applicable medical testing of the samples (e.g.,
HIV or Hepatitis testing) and consent to the use by, and/or sale or re-sale
of the sample(s) to, unidentified third parties for research, education
and/or commercialization purposes.

All serum samples were obtained in compliance with a research protocol
approved by an Institutional Review Board (“IRB”) if such IRB approval
was required for collection or use of the serum for research purposes.

All serum samples were obtained and are being sold or transferred by
Serum Supplier to Invitrogen in compliance with all applicable State and
Federal laws.
I certify on behalf of _______________ (“Serum Supplier”) that the foregoing statements are
true and accurate with respect to all human serum samples sold, transferred or otherwise
supplied to Invitrogen by _____________.
__________________________
Signature
___________________________
Title
____________________________
Date