PRIMROSE BIO RESEARCH GRADE PRODUCT
TERMS OF SALE

The following Terms of Sale (the “Terms of Sale”) apply to the sale by Primrose Bio, Inc. (“Seller”) of research grade CRM197, RNApols, or other research-grade chemical or biological products (“Product”) to a purchaser of the Product (“Customer”) where the sale is not pursuant to a signed agreement between the parties. These Terms of Sale govern all such sales of our Products regardless of the method of payment or request, including but not limited to purchases made via purchase order, credit card, or any other payment method (each such order for Product, an “Order” and the Order with these Terms of Sale, the “Agreement”). By placing an Order and completing any purchase of Product, Customer agrees to these Terms of Sale with respect to the purchase.

1. Acceptance of Terms of Sale. ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THESE TERMS OF SALE AND TO SELLER’S WRITTEN ACKNOWLEDGMENT AND ACCEPTANCE OF THE ORDER. NO VARIATION OF THESE TERMS OF SALE IS BINDING UPON SELLER UNLESS EXPRESSLY AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER. SELLER ACCEPTANCE OF AN ORDER IS ONLY AS TO THE ITEMS AND QUANTITIES TO BE PURCHASED, CUSTOMER’S SHIP-TO ADDRESS, AND SIMILAR ORDER DETAILS AND ANY OTHER TERMS PROPOSED OR PRESENTED BY CUSTOMER IN CUSTOMER’S ORDER OR OTHER CORRESPONDENCE IN RELATION TO THE ORDER AND SALE THAT ADD TO, VARY FROM, OR CONFLICT WITH THESE TERMS OF SALE ARE VOID. SUCH ORDERING DETAILS AS REVIEWED AND APPROVED BY SELLER AND THESE TERMS OF SALE CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN SELLER AND CUSTOMER WITH RESPECT TO THE SALE OF PRODUCT UNDER THE ORDER.
2. Orders; Cancellation and Changes. Orders submitted by Customer constitute Customer’s purchase commitment for the Products ordered. Orders are non-cancellable and sales are non-refundable except as otherwise provided in this Agreement.  Seller’s acceptance of any Order cancellation or return requests are at Seller’s sole discretion on a case-by-case basis. Any such approved returns are subject to strict compliance with Seller’s communicated return shipment instructions, must be returned within 30 days of the Order’s ship date, and may be subject to a 20% processing fee. In the event of an Order change request approved by Seller, Seller will advise Customer of any resulting change in price, payment, delivery time, and other impacts resulting from the change. Customer directing Seller to proceed with the sale after Seller makes such a notification constitutes Customer’s acceptance of the changes. If Seller rejects such changes, Customer will be bound to the existing Order without the requested changes. 
3. Delivery and Shipping Terms. Except as otherwise provided in the applicable Order, Seller will arrange insured shipping on behalf of Customer with Seller’s preferred carrier and invoice Customer for the costs thereof and the sale will be FCA, Seller’s facility (Incoterms 2020). Selection of the carrier or arrangement of shipping by Customer is subject to Seller’s prior written approval (email acceptable) on a case-by-case basis or as agreed in the Order. Customer acknowledges that Customer selection of the carrier or arrangement of shipping may cause delays or disruption to the Order and Seller may not be able to meet documentation or other requirements of Customer-selected carriers. Where Seller selects the carrier or arranges shipping, the sale will be EXW, Seller’s facility (Incoterms 2020).  Packing and handling fees may apply to an Order depending on the Order size, shipping method and distance, and other factors.  Seller reserves the right, in its discretion, to determine the exact method of shipment regardless of the party arranging shipping. Additionally, Seller reserves the right to make delivery of Product pursuant to an Order in installments, with, where applicable, each such installment to be separately invoiced and paid for when due per the invoice, without regard to the status of other deliveries under the Order. Customer must inspect Product within 48 hours of receipt for patent defects, excess or shorted Product, or other issues with the Order.  Product not rejected within such period will be deemed accepted by Customer.
4. Invoicing; Payment. Except where Customer prepays for an Order, Seller will issue an invoice to Customer for Product within approximately 30 days following its shipment (whether in partial or full fulfillment of the Order). All invoices will be sent to the address specified in the applicable Order. Each invoice will state the aggregate and unit price for the Product in a given shipment, plus any insurance, packing fees, sales or other taxes, and other costs applicable to the Order. All invoices are due and payable within thirty days of the invoice date. Seller may charge 1.5% per month or the maximum interest allowed by applicable law, if less, on all overdue amounts until paid. Customer is not entitled to set-off amounts due or claimed due from Seller against any amounts Customer owes to Seller. Seller reserves the right to suspend or cancel open Orders in the event that Customer has amounts overdue on any one or more invoices or Seller has determined in good faith that Customer has violated the terms of this Agreement.

5. Product Use Limitations. Customer shall use the Product solely for its internal research purposes and not for any other purpose.  Without limiting the foregoing, Customer shall not use the Product for diagnostic, therapeutic, or any commercial purposes. Customer acknowledges that the Product has not been tested by Seller for safety or efficacy in food, drug, diagnostic, medical device, cosmetic, commercial or any other use. Customer expressly represents and warrants to Seller that Customer will (i) use the Product solely in accordance with these Terms of Sale and for its own internal research use, (ii) not resell or otherwise provide the Product to any third party other than for permitted uses under these Terms of Sale and solely for the benefit of Customer, and (iii) comply with all laws and governmental rules and regulations applicable to Customer’s possession, handling, and use of the Product. FOR THE AVOIDANCE OF DOUBT, CUSTOMER ACKNOWLEDGES THAT THE PRODUCT HAS NOT BEEN APPROVED FOR HUMAN USE. CUSTOMER SHALL NOT TO ADMINISTER ANY OF THE PRODUCT OR DERIVATIVES OF THE PRODUCT TO HUMANS IN ANY MANNER OR FORM. Customer shall cooperate with Seller’s reasonable requests in relation to any recall or withdrawal of Product.
6. LIMITED WARRANTY.  Seller warrants, for a period of 30 days commencing on the delivery date of Product delivered in fulfillment of an Order (the “Warranty Period”) and subject to Sections 7 and 8, that the Product, as and when delivered to Customer in accordance with the Agreement, (i) meets the Product’s applicable specifications in effect at the time of acceptance of the Order as such specifications are set forth on the Product’s certificate of analysis provided by Seller for the Product in relation to the Order and (ii) is free from manufacturing defects (the “Limited Warranty”).
7. WARRANTY LIMITATIONS AND CLAIMS. The Limited Warranty expressly excludes without limitation (i) improper Product storage, handling, and use, as well as modifications to the Product, in each case, other than by Seller and (ii) Product damage caused during transport from Seller to Customer or otherwise after transfer of risk of loss to Customer under the Order. The Limited Warranty is provided subject to Section 9 (Disclaimer) and Section 10 (Limitations of Liability).  To make a claim under the Limited Warranty, Customer must deliver written notice of the claim to Seller within the applicable Warranty Period, including the details of the claim (Order date, Product affected, claimed non-conformity, etc.). Seller reserves the right to reasonably confirm the validity of all Limited Warranty claims, including in accordance with Seller’s then generally applicable warranty claim policies and procedures applicable to the Product. Customer must comply with Seller’s reasonable requests to preserve and provide evidence and documentation supporting the claim, including where requested, by returning all or a sample of the affected Product for examination. Customer’s sole and exclusive remedy for breaches of the Limited Warranty is, at Seller’s sole discretion, replacement of the non-conforming Product, issuance of a credit toward another Product purchase under these Terms of Sale, a refund of the original purchase price for the non-conforming Product, or a combination thereof. For confirmed non-conforming Product, Customer shall legally and properly dispose of the Product or return it to Seller, in either case, at Seller’s direction and expense.
8. DISCLAIMER. Customer acknowledges that the Product is experimental in nature. AS SUCH, EXCEPT FOR SELLER’S EXPRESS WARRANTIES IN SECTION 6 (A) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT AND (B) THE PRODUCT IS SOLD AS-IS.  
9. LIMITATIONS OF LIABILITY. IN NO EVENT WILL (A) SELLER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THE SALE OF THE PRODUCT OR THE RECEIPT OR USE OF THE PRODUCT WHETHER OR NOT SELLER IS OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SALE OR CUSTOMER’S RECEIPT AND USE OF THE PRODUCT, REGARDLESS OF THE FORM OF ACTION (WHETHER CONTRACT, TORT, ACTIVE OR PASSIVE NEGLIGENCE, OR OTHERWISE), EXCEED AN AMOUNT EQUAL TO THE PRICE PAID BY CUSTOMER FOR THE PRODUCT THAT IS THE BASIS OF THE CLAIM. 
10. INDEMNIFICATION. Customer shall indemnify, defend, and hold harmless Seller and its affiliates, and its and their respective officers, directors, owners, agents, and employees from and against any and all liability, loss, and damages (including attorneys’ fees and costs and expenses of litigation) suffered as a result of third party claims, demands, causes of action, costs or judgments (each, a “Claim”) arising out of or relating to the receipt, use, handling, or disposition of the Product by, on behalf of, or through Customer, except to the extent directly resulting from the gross negligence or willful misconduct of Seller.  Seller shall give Customer prompt written notice upon becoming aware of a Claim and permit Customer control of its defense.
11. No Transfer of Intellectual Property Rights. Neither the purchase or possession of Product nor this Agreement grants, transfers, or vests in Customer or any third party, whether through assignment of ownership, grant of license, or otherwise, any right, title, or interest in or to any intellectual property rights of Seller and Seller reserves all rights in its intellectual property.
12. Taxes. All taxes (and any related penalties or interest) imposed on any payment by Customer to Seller, other than income taxes owed by Seller, are the sole responsibility of Customer and Customer shall upon request reimburse Seller for any such taxes paid by Seller.
13. Governing Law; Jurisdiction and Venue. All disputes arising out of or relating to this Agreement will be governed by and interpreted in accordance with the laws of the State of California, the United States of America, excluding its conflict of law rules. The applicability of the United Nations Convention on Agreements for the International sale of Product is excluded. Except as otherwise expressly agreed by the parties, venue and jurisdiction for any proceedings arising out of this Agreement will lay exclusively in the state and federal courts of San Diego County, California and Customer hereby consents to such jurisdiction.
14. Force Majeure. Seller will not be liable for any loss, damage or penalty or for any delay in or failure to manufacture, deliver, or otherwise perform under the Agreement due to any cause beyond Seller’s reasonable control, including, without limitation, embargoes or other governmental acts, regulation affecting the conduct of Seller’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
15. Export/Import Compliance. The exportation or importation of the Product may be subject to various laws, rules, treaties, regulations, and international agreements (individually and collectively, “Export/Import Requirements”). The Customer assumes the responsibility for compliance with any Export/Import Requirements. Customer represents neither it nor its ship-to facility are located in a sanctioned country nor is the Customer or any of its individual personnel or associated individuals restricted by US export laws, rules, treaties, regulations, and international agreements or named on any U.S. government list of prohibited or sanctioned persons.
16. Miscellaneous. Each Order and these Terms of Sale, contain the complete and exclusive agreement between Seller and Customer regarding the purchase of the Product covered by the Order and the Agreement supersedes all prior agreements and understandings between the parties hereto with respect to such sale of Product. No modification of or amendment to the Agreement, nor waiver of any right under the Agreement will be effective unless in writing signed by an authorized representative of both parties. Without limiting the foregoing, any modification to the terms pertaining to shipping and delivery, including changes to the applicable Incoterms, must be agreed upon in writing by an authorized representative of both parties. All rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will be unaffected and will remain in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a whole. The paragraph headings herein are for convenience only. The Agreement is binding upon, inures to the benefit of, and is enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns. Notices under the Agreement may be made via email to the party’s email address provided for such purpose or if no such email is provided, the email address of the party’s principal point of contact and are effective on the first business day following confirmed transmission of the email.

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