Terms and Conditions of Sales

PREAMBLE AND ACCEPTANCE

These Terms and Conditions of Sale (these “Terms”) are a binding agreement between Imanis Life Sciences, LLC (“Imanis,” “we,” or “us”) and the customer that purchases or receives Materials (“Customer” or “you”). These Terms govern the quotation, sale, delivery, receipt, handling, storage, use, and transfer of all Materials supplied by Imanis.

BY PLACING AN ORDER, ACCEPTING DELIVERY OF ANY MATERIALS, OR USING ANY MATERIALS, CUSTOMER AGREES TO THESE TERMS. IF CUSTOMER DOES NOT AGREE, CUSTOMER MUST NOT ORDER, ACCEPT, OR USE THE MATERIALS.

1. DEFINITIONS

(a) “Materials” means the products identified on the applicable Imanis quotation, order acknowledgment, or invoice, together with any Progeny, portions, Unmodified Derivatives, and Modifications thereof.

(b) “Progeny” means an unmodified descendant of a Material (for example, virus from virus, cell from cell, or organism from organism).

(c) “Unmodified Derivative” means a substance created by or for Customer that constitutes an unmodified functional subunit or product expressed by a Material (for example, a purified or fractionated subset, a protein expressed by supplied nucleic acid).

(d) “Modification” means a substance created by or for Customer that contains or incorporates a significant or substantial portion of a Material.

(e) “Commercial Use” means the use of the Materials for commercial benefit, including without limitation: (i) for sale, license, lease, export, transfer, or other distribution for financial or other commercial purposes; (ii) to provide a service for financial purposes, including but not limited to proficiency testing, preclinical, clinical, or bioproduction/manufacturing services, or any other fee-for-service use, by any third-party contractor; (iii) to produce or manufacture products for general sale or ultimately intended for general sale, including use in a commercial manufacturing process such as fermentation, bioproduction, or isolation processes; (iv) in a clinical trial or other testing regulated by a government agency; (v) any human use including use in a therapeutic or diagnostic product; (vi) to collect and commercially exploit data regarding sequences of nucleic acids, proteins, or other biological polymers, or relative amounts of biological substances or biological activities; or (vii) to generate a whole or partial genome sequence and use the foregoing for financial purposes.

(f) “Research Use” means internal laboratory research use by the Customer within a single laboratory and does not include any Commercial Use.

(g) “Suppliers and Licensors” means the third parties from whom Imanis obtains or licenses certain Materials or related intellectual property rights, together with the originators, depositors, and inventors of such Materials.

(h) “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of at least fifty percent (50%) of the voting equity or the power to direct management and policies.

(i) “Additional Terms” means any product- or category-specific terms that Imanis identifies as applicable to particular Materials, whether on the applicable invoice, in a schedule to these Terms, or on the Imanis website.

2. ACCEPTANCE; FORMATION; CONFLICTING TERMS

(a) Assent. Imanis’s acceptance of any order is expressly conditioned on Customer’s assent to these Terms, which Customer gives as described in the Preamble.

(b) Conflicting terms. These Terms supersede and control over any inconsistent, additional, or different terms in any purchase order, request for quotation, or other document issued by Customer, all of which Imanis rejects and objects tounder U.C.C. § 2-207. No such term becomes part of the agreement unless expressly accepted by Imanis in a writing signed by its authorized representative.

(c) Version control. The version of these Terms in effect on the date of Imanis’s order acknowledgment governs that order. Imanis may update these Terms prospectively; the then-current version is posted at www.imanislife.com.

(d) Additional Terms. Certain Materials are subject to Additional Terms identified on the invoice or in a schedule. Where Additional Terms apply, they control over any conflicting general provision of these Terms with respect to those Materials.

3. LICENSE GRANT AND SCOPE OF USE

(a) Grant. Subject to these Terms and to payment in full, Imanis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Materials solely for Research Use.

(b) Research Use only; no Commercial Use. The Materials are licensed for Research Use only. No Commercial Use of the Materials is permitted without a separate written commercial license from Imanis. The use restrictions in Section 4 apply. To inquire about a commercial license, contact support@imanislife.com.

(c) Patent-licensed Materials. Certain Materials are covered by patents owned or licensed by Imanis’s Suppliers and Licensors. For such Materials, Customer’s license is limited to Research Use and is personal to Customer as the arms-length purchaser; no right to sublicense, and no right to transfer the patent-licensed Materials to any third party, is granted.

(d) No implied rights. Except for the limited rights expressly granted, no license or other right is granted by implication, estoppel, or otherwise. Imanis and its Suppliers and Licensors reserve all rights not expressly granted.

4. RESTRICTIONS ON USE

Customer shall not, and shall not permit any third party to:

(a) use the Materials other than for Research Use;

(b) make any Commercial Use of the Materials without a separate written commercial license from Imanis;

(d) share, distribute, lend, sell, transfer, or otherwise make the Materials available to any other person, laboratory, institution, or facility, including within Customer’s own organization, except as expressly permitted under Section 8;

(e) resell or repackage the Materials;

(f) remove, obscure, or alter any proprietary notice on or accompanying the Materials; or

(g) use the Materials in violation of any applicable law or regulation.

5. CUSTOMER REPRESENTATIONS AND ACKNOWLEDGMENTS

By ordering, accepting, or using the Materials, Customer represents, warrants, and acknowledges that:

(a) it is acquiring the Materials for internal Research Use only and will not use them for any other purpose;

(b) it will not share or distribute the Materials to any other laboratory or institution except as permitted under Section 8;

(c) it is qualified and authorized under applicable law and institutional policy to purchase, receive, and use research-use materials, and determines for itself that it is authorized to use products labeled “For Research Use Only — not for use in diagnostic or therapeutic procedures”;

(d) the information it provides in connection with the order is accurate; and

(e) it will obtain any third-party intellectual property licenses necessary for its particular use of the Materials.

6. BIOSAFETY; NOT FOR USE IN HUMANS; ASSUMPTION OF RISK

(a) Not for humans. The Materials are not intended for use in humans and are supplied for Research Use only.

(b) Hazard. Customer acknowledges that Materials designated as Risk Group 2 or 3 constitute known pathogens, and that other Materials, and any Progeny or Modification, may be pathogenic under certain conditions.

(c) Assumption of risk. Customer assumes all risk and responsibility in connection with the receipt, handling, storage, use, disposal, and transfer of the Materials, including taking all appropriate safety and handling precautions to minimize health and environmental risk, and shall conduct all activities in compliance with applicable biosafety guidelines, laws, and regulations.

7. INTELLECTUAL PROPERTY

(a) Ownership of Materials. As between the parties, Imanis and its Suppliers and Licensors retain all right, title, and interest in and to the Materials, including any Materials (and any originator materials) contained or incorporated in a Modification or other substance, together with all related intellectual property.

(b) Third-party rights. Use of the Materials may require additional licenses from, or be subject to restrictions imposed by, third parties. Customer is solely responsible for identifying and obtaining any such licenses.

8. TRANSFERS TO THIRD PARTIES

(a) Agreement Required. Customer shall not transfer, distribute, lend, or otherwise make the Materials available to any third party except pursuant to a separate written agreement with Imanis. Any such transfer must be made under Imanis’s then-current Third Party Material Transfer Agreement, executed by the recipient, under which the recipient agrees in writing to terms no less protective than these Terms. Absent such an executed agreement, no transfer to any third party is permitted.

(b) Certain Materials non-transferable. Notwithstanding Section 8(a), certain Materials, including patent-licensed Materials, may not be transferred to any third party under any circumstances.

9. NAMES; PUBLICATIONS

(a) Customer identification. Customer grants Imanis a non-exclusive, royalty-free, worldwide license to use Customer’s name and logo solely to identify Customer as a customer of Imanis on Imanis’s website and in Imanis’s marketing and promotional materials. Customer may opt out of such use via written request.

(b) Publication acknowledgment. If use of the Materials results in a scientific publication, Customer shall acknowledge Imanis as the source of the Materials.

10. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES

(a) Limited warranty. Imanis warrants that the Materials will conform upon delivery to the applicable Imanis specifications set forth in the lot-specific certificate of analysis. Materials are not eligible for return. If Materials are damaged or compromised during transit, Imanis will replace them free of charge, unless the damage results from Customer negligence (e.g., providing incorrect delivery information); such damage must be reported to support@imanislife.com within 7 days of receipt. Customers experiencing usage issues with Material should contact Imanis for technical support as soon as possible. Imanis does not offer free replacements of Materials that arrive undamaged; as a courtesy, Imanis offers a one-time replacement of the same Material at 50% of cost (shipping at Customer’s expense) if the Customer contacts Imanis within 30 days of receipt.

(b) Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 10(a), THE MATERIALS AND ANY TECHNICAL INFORMATION OR ASSISTANCE ARE PROVIDED “AS IS,” AND IMANIS AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TYPICALITY, SAFETY, ACCURACY, AND NON-INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS MADE BY OR ON BEHALF OF IMANIS’S SUPPLIERS AND LICENSORS, AND CUSTOMER SHALL NOT MAKE OR PASS ON ANY SUCH WARRANTY OR REPRESENTATION TO ANY THIRD PARTY.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL IMANIS OR ITS SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF OR RELATING TO THE MATERIALS OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IMANIS’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE MATERIALS OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE MATERIAL GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE THEORY OF LIABILITY.

12. INDEMNIFICATION

(a) By Customer. To the extent permitted by applicable law, Customer shall indemnify, defend, and hold harmless Imanis and its Suppliers and Licensors, and their respective affiliates, officers, directors, employees, and agents, from and against all third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s receipt, handling, storage, use, disposal, or transfer of the Materials, or Customer’s breach of these Terms.

(b) Government and non-profit customers. If Customer is a U.S. federal or state government entity, a public institution, or another entity legally prohibited from giving the indemnity in Section 12(a), Customer instead assumes liability only to the extent permitted by applicable law (for example, under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq., or equivalent state law).

13. COMPLIANCE WITH LAWS; EXPORT CONTROL

Customer shall comply with all applicable laws and regulations relating to the Materials and shall obtain all permits, licenses, and approvals required for its receipt, handling, storage, use, transfer, and disposal of the Materials. Customer shall not export or re-export any Materials or related technical data except in compliance with all applicable U.S. and foreign export control laws and regulations, and shall not provide access to the Materials to any restricted party or destination.

14. TERM; TERMINATION; EFFECT

(a) Term; Termination. The license granted for each Material continues for five (5) years from delivery, unless earlier terminated. Imanis may terminate the license for any Material upon Customer’s breach of these Terms.

(b) Effect. Upon expiration or termination, Customer shall cease all use of, and destroy, the affected Materials and, upon request. Sections 1 and 5 through 17 survive expiration or termination.

15. COMPLIANCE VERIFICATION

Customer shall use the Materials in accordance with these Terms, shall promptly report to Imanis any unauthorized use of which it becomes aware, and shall, upon Imanis’s reasonable request, provide information reasonably necessary to confirm compliance with these Terms.

16. THIRD-PARTY BENEFICIARIES

Imanis’s Suppliers and Licensors are intended third-party beneficiaries of Sections 3, 4, 6, 7, 8, 9, 10, 11, 12, and 13, and may rely on and enforce those provisions. There are no other third-party beneficiaries of these Terms.

17. GENERAL PROVISIONS

(a) Governing law; Venue. These Terms are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state courts located in Rochester, Minnesotaand the federal courts having jurisdiction over Rochester, Minnesota, and waive any objection to venue in such courts.

(b) Assignment. Customer may not assign these Terms or any rights or obligations hereunder without Imanis’s prior written consent; any attempted assignment in violation of this provision is void. Imanis may assign these Terms freely.

(c) Entire agreement. These Terms, together with any applicable Additional Terms and the applicable invoice, are the entire agreement between the parties regarding the Materials and supersede all prior or contemporaneous understandings, including any prior material transfer agreement, except a separately signed written agreement between the parties that expressly governs the subject matter.

(d) Amendment; No Waiver. Imanis may modify these Terms prospectively by posting an updated version; the version in effect at the time of an order governs that order. No other modification is effective unless in a writing signed by Imanis. No failure or delay in exercising any right is a waiver of it. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

(e) Independent contractors; force majeure. The parties are independent contractors. Neither party is liable for failures or delays (other than payment obligations) caused by events beyond its reasonable control.

(f) Notices. Notices to Imanis may be sent to Imanis Life Sciences, LLC, 2900 37th Street NW, Building 110, Rochester, MN 55901, or support@imanislife.com.

ADDITIONAL TERMS FOR CELLECTIVE PRODUCTS

These Additional Terms (this “Schedule”) supplement, and form part of, the Imanis Life Sciences, LLC Terms and Conditions of Sale (the “Terms of Sale”), and apply to all Cellective products as identified on Imanis’ website or on the applicable Imanis quotation, order acknowledgment, or invoice. These additional terms are incorporated under Section 2(d) of the Terms of Sale and, to the extent of any conflict with the general provisions of the Terms of Sale as applied to the Cellective products, controls. Capitalized terms have the meanings given in the Terms of Sale. The Terms of Sale otherwise continue to apply in full.

1. NO USE IN MANUFACTURING OR BIOPRODUCTION

Customer shall not use the Cellective products, or any Progeny, Unmodified Derivative, or Modification thereof, in any manufacturing or bioproduction process, or to produce, or as a component or input of, any other product or material, regardless of whether such use is a Commercial Use or is intended for sale.

2. LICENSE PERSONAL TO THE DIRECT CUSTOMER

The license for the Cellective products is personal to Customer as the direct, arms-length purchaser of those Cellective products, and arises only upon that purchase. It does not extend to, and may not be exercised by or for the benefit of, any Affiliate, collaborator, contractor, core facility, or other person or facility, whether for use or otherwise.

3. THIRD PARTY MTA NOT AVAILABLE

For the avoidance of doubt, and confirming Section 8(b) of the Terms of Sale, the Cellective products may not be transferred to any third party under any circumstances, and Imanis’s Third Party Material Transfer Agreement is not available for, and may not be used to transfer, the Cellective products.