Last Updated: March 9, 2016
Note: You are entering into a legally binding agreement.

1. Introduction

Biosci is a consulting and database firm focused on biopharma alliances. We have a corporate web site on the Internet at Biosciadvisors.com (the “Corp Site”).

BiosciDB.com is a subscription-based online service (the “Client Site”) providing biotech industry information and related services to clients via a web site on the Internet.

BiosciBD.com is a public discussion forum, available via a web site on the Internet (the “Public Site”), where Biosci posts industry analyses and related articles, and biopharma licensing professionals and other interested parties can share and enhance best practices in negotiating, structuring and managing alliances.

Collectively, we refer to Biosciadvisors.com, BiosciDB.com and BiosciBD.com as the “Biosci Sites”.

When you use our Services (including the Biosci Sites), you are entering into a legal agreement and you agree to all of these terms.

You also agree to our Privacy Policy, which covers how we collect, use, share, and store your personal information.

You agree that by clicking “Sign Up Now” “Request a Free Trial” “Register”, or similar, registering, accessing or using our services (including the Biosci Sites, and our related mobile apps) or any content or information provided as part of these services (collectively, “Services”), you are entering into a legally binding agreement and, if you are using our Services on behalf of a company, for your company as well.

We use the term “Subscribers” below to identify those obligations, rights and limits that apply only to registered users of our Services.

2. Obligations

Users access the Biosci Sites using web browsers. Our Client Site and portions of our Public Site are accessible only by Subscribers who are authorized for access by Biosci using Persona, username and password, and/or username and email registration.

By becoming a Subscriber, here are some promises you make to us in this Agreement:

• You're eligible to enter into this Agreement, and you will only have one Biosci account, which must be in your real name.
• You'll keep your password a secret.
• You will not share an account with anyone else and will follow our rules and the law.

As between you and others, your account belongs to you. You agree to:

1. try to choose a strong and secure password;
2. keep your password secure and confidential; and
3. follow the law and the Dos and Don'ts below. You are responsible for anything that happens through your account unless you close it or report misuse.

Grant of License

Biosci hereby grants to each Subscriber, and the Subscriber hereby acquires from Biosci, a non-exclusive, worldwide license to access one or more Biosci Sites, as applicable, during the agreed Term, subject to the Subscriber’s payment of the subscription fees.

If you purchase any of our paid Services, you agree to pay us the applicable fees and taxes. Failure to pay these fees may result in the termination of your subscription.

We don't guarantee refunds, but we will attempt to provide you with an equivalent subscription of comparable duration should you request that your subscription terminates early.

You're okay with us using our websites, mobile apps, and email to provide you with important notices.
This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared with us (as described in our Privacy Policy.)

When you share information, others can see, copy and use that information.
Information and content that you share or post on the Biosci Sites may be seen by other Subscribers and/or by other users. We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.

3. Rights and Limits

You promise to only provide information and content that you have the right to share.
As between you and Biosci, you own the content and information that you submit or post on the Biosci Sites and you are only granting Biosci the following non-exclusive license: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and or compensation to you or others. These rights are limited in the following ways:

• We will not include your content in advertisements for the products and services of others (including sponsored content) to others without your separate consent.
• Other Subscribers and/or users may access and share your content and information.
• While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy.
By submitting suggestions or other feedback regarding our Services to Biosci, you agree that Biosci can use and share (but does not have to) such feedback for any purpose without compensation to you.

You agree to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract).

We may change or discontinue any of our Services. We can't promise to store or keep showing any information and content you've posted.
We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.

Biosci is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

When you see or use others' content and information posted on our Services, it's at your own risk.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Biosci generally does not review content provided by our Subscribers. You agree that we are not responsible for third parties' (including other Subscribers') content or information or for any damages as result of your use of or reliance on it.

We have the right to limit how you connect and interact on our Services.
Use of our Services is for the Subscriber’s and/or user’s internal purposes only. The Subscriber and/or user shall not be entitled to redistribute, sell or otherwise market the information and materials contained in the Biosci Sites (“Content”) in any form to any third party.

Any derivative works prepared by the Subscriber and/or User for internal use which directly or indirectly utilize the Content shall prominently credit Biosci as the source of such information.

Content contained in the Biosci Sites is gathered from publicly available sources, including through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) and through Freedom of Information Act or similar requests of relevant governmental authorities.

4. Disclaimer and Limit of Liability

Biosci does not warrant or guarantee the timeliness, accuracy or completeness of the Content, which is provided on an “as is,” “as available” basis.

BIOSCI DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THE AGGREGATE LIABILITY OF BIOSCI IN CONNECTION WITH ANY CLAIMS, LIABILITIES OR EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BIOSCI SITES, THE SERVICES OR THE CONTENT SHALL NOT EXCEED THE AMOUNT PAID BY THE SUBSCRIBER TO BIOSCI HEREUNDER IN THE PRIOR TWELVE MONTH PERIOD. THE SUBSCRIBER’S AND/OR USER’S RIGHT TO MONETARY DAMAGES SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH THE SUBSCRIBER AND/OR USER MAY HAVE AGAINST BIOSCI. IN NO EVENT SHALL BIOSCI BE LIABLE FOR ANY LOSS OF USE, DATA, GOODWILL, REVENUES OR PROFITS, OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BIOSCI SITES, THE SERVICES OR THE CONTENT.

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
TO THE EXTENT ALLOWED UNDER LAW, BIOSCI (A) DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDES THE SERVICES (INCLUDING THE BIOSCI SITES AND THE CONTENT) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

These are the limits of legal liability we may have to you.
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS BIOSCI HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), BIOSCI SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BIOSCI AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW), EVEN IF BIOSCI HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

5. Termination

Usage of the Biosci Sites is logged for the protection of Biosci and its Subscribers and users. Subscribers and/or users are encouraged to make reasonable use of the data to accomplish specific analytic goals. However, Subscribers and/or users are prohibited from recreating or storing substantial portions of any database on the Biosci Sites. Subscribers and/or users may not create or use third party software (e.g., programming or scripts designed to systematically download portions of a database). Biosci monitors the downloading of data by tallying the use of certain documents. If Biosci determines that ‘reasonable use’ has been violated, Biosci reserves the right to immediately discontinue service to the Subscriber and/or user.

We can each end this Agreement anytime we want.
Biosci or you may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

• Our rights to use and disclose your feedback;
• Subscribers’ and/or users’ rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;
• Sections 4, 6 and 7 of this Agreement;
• Any amounts owed by either party prior to termination remain owed after termination.
• If Biosci detects use of third party software it is in our discretion to cut off the subscriber without refund.

6. Dispute Resolution

In the unlikely event we end up in a legal dispute, it will take place in California courts, applying California law.
You agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of Contra Costa County, California, USA, and we each agree to personal jurisdiction in those courts.

7. General Terms

Here are some important details about how to read the Agreement.
If a court with authority over this Agreement finds any part of it not enforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don't act to enforce a breach of this Agreement, that does not mean that Biosci has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (use of Services) to anyone without our consent. However, you agree that Biosci may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement.

We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don't agree to these changes, you must stop using the Services.

You agree that the only way to provide us legal notice is at the addresses provided in Section 10.

8. Biosci "DOs" and "DON'Ts"

9. Complaints Regarding Content

We respect the intellectual property rights of others. We require that information posted by Subscribers and/or users be accurate and not in violation of the intellectual property rights or other rights of third parties.

How to Contact Us

If you want to send us notices or service of process, please contact us:

• Online at
• Or by mail at
  Bioscience Advisors
  2855 Mitchell Drive, Suite 103
  Walnut Creek, CA 94598 USA