exhibit 10. 12 laboratory service agreement terms and conditions ( march 1, 2015 ) this program is intended to serve a mutual benefit to both northwestern university, an illinois corporation having its business address at 633 clark street, evanston, illinois, 60208 - 1110 ( hereinafter “ northwestern ”, or “ university ” ) and the requesting entity described herein. requesting entity hereby acknowledges as follows : that northwestern university, an educational institution of higher learning and research, in order to support the community, and further its academic mission, is making available, on a limited basis as described herein, academic research facilities and resources, where those facilities may be unique in the geographic area and as available when not in use by faculty or students who retain the priority status for their use ; and that this limited arrangement is consistent with national science foundation ( “ nsf ” ) important notice # 91 dated march, 11, 1983 and nsf important notice # 122 dated june 16, 1998 ; and that northwestern university must remain in strict compliance with federal regulations pertaining to the use of federally supported facilities and equipment including irs rev. proc. 2007 - 47 ( updating irs rev. proc. 97 - 14 ), 0mb circulars a - 21, a - 110 and a - 133 and other applicable regulations ; and that participation in this laboratory service agreement is by special arrangement only and that this program is intended to be of a short duration and minimally intrusive to the active workings of the university and therefore, the terms of this agreement are non - negotiable. for activities not falling within the limited scope of this program, traditional sponsored research is available through the university ’ s office for sponsored research. the parties hereby agree : 1. 0 project : northwestern agrees to undertake certain tasks set forth in the project specification ( in the form of exhibit a ), which may include training of requesting entity ’ s personnel in the use of northwestern ’ s equipment. 2. 0 reports : if applicable, as set forth in the project specifications, northwestern ’ s project director shall furnish requesting entity with a final report consisting of the data and test results generated by northwestern in conducting the project, within thirty ( 30 ) days after completion of the project. the parties acknowledge that for northwestern ’ s operations and auditing purposes, northwestern may provide information regarding this agreement to northwestern ’ s auditors and, as necessary, regulatory entities or authorities. 3. 0 publications : requesting entity