Terms & Conditions

These Terms & Conditions govern the services and products provided by Adaptyv Biosystems Sarl, having its principal place of business at Route de la Corniche 5, 1066 Epalinges ("Adaptyv"), to the Partner (the "Company"). Both Adaptyv and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

1. SERVICES

1.1 Experiment Plans

Adaptyv offers a variety of services which the Company may want to utilize. The Parties will agree in writing upon an experiment plan that outlines the services Adaptyv will provide (the "Experiment Plan"). By accepting the Experiment Plan, the Company agrees to adhere to the terms of this Agreement.

1.2 Experiment Results

Adaptyv agrees to use commercially reasonable efforts to provide and perform the services outlined in an Experiment Plan, adhering to the terms and conditions of both this agreement and the Experiment Plan itself. Services may include generating and/or supplying certain results specified in an Experiment Plan (the “Experiment Results”).

1.3 Terminations

Adaptyv may cancel an Experiment Plan if it determines (in its reasonable discretion) a need to do so for reasons including, but not limited to, biosecurity, biosafety, intellectual property infringement, confidentiality breaches, export restrictions, and/or feasibility reasons. Any cancellation of an Experiment Plan as described above shall be without penalty or liability to Adaptyv (provided that any prepaid amounts for such Experiment Plan shall be refunded to the Company by Adaptyv, or, if the Company so requests, credited toward future Experiment Plans under this Agreement; except where such cancellation results from intellectual property infringement or confidentiality breaches by the Company).

1.4 Modifications

The Company may request modifications to an Experiment Plan either prior to or during its execution. As warranted, Adaptyv will submit to the Company an updated proposal regarding the fees for such modification. The acceptance of such modification shall be made in writing by both Parties, which shall be a precondition to Adaptyv’s obligation hereunder to use commercially reasonable efforts to perform services in accordance with the modified Experiment Plan.

2. MATERIALS & RESTRICTIONS

The Company agrees to supply all necessary materials and information, ensuring compliance with relevant laws and regulations. All materials supplied by the Company shall remain its proprietary property. Adaptyv is hereby granted a non-exclusive license for the use of these materials, strictly in relation to the Experiment Plan.

All Experiment Results provided by Adaptyv are intended exclusively for research purposes. Neither the Experiment Results nor any service under the Experiment Plan have been approved, cleared, authorized, or licensed by the FDA or any other applicable governmental agency, within or outside the United States, for any use. The Company shall be solely responsible and liable for any use of the Experiment Results, including obtaining any necessary approval, validation, testing, clearance, authorizations, licensing, consents, exemptions, and adhering to labeling requirements by the FDA or any other applicable governmental agency, or in accordance with applicable laws and regulations.

3. FEE STRUCTURE AND PAYMENT TERMS

The Company agrees to pay Adaptyv in accordance with the fee structure and amounts specified in each individual Experiment Plan. Payments are to be fulfilled within a 30-day period following the issuance of an invoice. Moreover, all financial transactions, unless explicitly stated within this Agreement or the respective Experiment Plan, are non-refundable. Only the fees specified in an Experiment Plan shall be valid, and Adaptyv shall not be bound by or subject to any other pricing, irrespective of where it is stated or published.

4. INTELLECTUAL PROPERTY

4.1 Company Ownership

Adaptyv hereby assigns to the Company all ownership of the Experiment Results.

4.2 Licensing

The Company grants Adaptyv a non-exclusive license to use the Experiment Results for the optimization of Adaptyv’s foundry platform in order to offer better services to its customers. This license does not convey any rights to Adaptyv to use the Experiment Results outside of Adaptyv’s foundry platform on a stand-alone basis.

4.3 No Additional Rights and Licenses

No Party grants additional intellectual property rights or licenses to the other, beyond what is expressly outlined within the parameters of this Agreement.

5. CONFIDENTIALITY

“Confidential Information” refers to information that is either marked as confidential or can reasonably be considered confidential, with the exception of information that:

• (i) is or becomes public through no fault of the Receiving Party;

• (ii) is already known to the Receiving Party without any confidentiality restrictions;

• (iii) is received from a third party devoid of confidentiality obligations.

The Receiving Party agrees to:

• (A) utilize the Confidential Information solely to fulfill the obligations of this Agreement;

• (B) not disclose it to third parties without the Disclosing Party’s written consent, except to employees or agents who require knowledge of it and are bound by similar confidentiality obligations;

• (C) safeguard it using reasonable precautions or stronger, as applicable.

Upon termination of this Agreement, all Confidential Information is to be returned or destroyed. However, retention of Confidential Information is permissible where required by law, provided that stringent confidentiality is maintained.

6. LIMITATION AND DISCLAIMER OF WARRANTIES

Experiment Results and services provided under this Agreement are supplied “as is.” Adaptyv expressly disclaims all warranties, both express and implied, related to the Experiment Results and any other subject matter of this Agreement, ensuring that no additional assurances or guarantees are provided.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Adaptyv

Adaptyv agrees to indemnify the Company against costs and losses resulting from Adaptyv’s negligence or misconduct, except when such costs and losses arise from the Company's own negligence or misconduct.

7.2 Indemnification by Company

The Company agrees to indemnify Adaptyv against costs and losses arising from:

• (a) The Company's negligence or misconduct;

• (b) The use of Company Materials or Experiment Results; or

• (c) Infringement of third-party intellectual property rights by Company Materials or Experiment Results, unless such costs and losses are caused by Adaptyv's own negligence or misconduct.

7.3 Indemnification Procedures

Indemnification is conditional upon the indemnified Party providing prompt written notice of a claim, allowing the indemnifying Party to control the defense and settlement, and cooperating in the defense. No settlement may admit fault or prejudice the indemnified Party without their written consent.

7.4 Limitation of Liability

Neither Party shall be liable for special, consequential, or indirect damages, except in cases of a breach of certain sections, indemnification obligations, or gross negligence. Adaptyv’s liability is limited to the lesser of:

• (i) Fees paid by the Company in the last 12 months; or

• (ii) $1,000,000 USD.

8. TERM & TERMINATION

This Agreement may be terminated by either Party with a 90-day written notice. In the event of termination, ongoing Experiment Plans may be permitted to continue until their conclusion, adhering to the existing terms and conditions. Adaptyv shall be entitled to receive and retain all fees. The Company shall pay Adaptyv, including but not limited to, a percentage of the contracted amounts corresponding to the value of the work performed, plus any uninvoiced amounts, reasonably incurred expenses and materials, and non-cancelable costs due for any Experiment Plans in effect at the effective date of termination of this Agreement.

9. GENERAL PROVISIONS

This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles. Any disputes, controversies, or claims arising out of or relating to this Agreement, including its validity, invalidity, breach, or termination, shall be resolved by binding arbitration. The arbitration will be administered by a recognized arbitration institution selected by the Parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Unless otherwise mutually agreed upon by the Parties, the place of arbitration shall be Lausanne, Switzerland. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be void. Throughout the term of this Agreement, the Parties agree to adhere to all applicable statutory and legal frameworks.