Terms and Conditions of Services of ZeptoMetrix, LLC, Spex CertiPrep, LLC, NSI Lab Solutions, LLC and High Purity Standards, LLC

UNLESS OTHERWISE EXPRESSLY AGREED TO IN A WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF ZEPTOMETRIX LLC, SPEX CERTIPREP LLC, NSI LAB SOLUTIONS, LLC OR HIGH PURITY STANDARDS, LLC (EACH, A “SELLER”), AS THE CASE MAY BE, AND BUYER, ALL SALES OF SELLER’S PRODUCTS ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1.Services. Seller will perform those services described in writing by the parties (the “Services”) at the price stated on a quote or statement of work or other written agreement of the parties (the “SOW”) for the customer (“Customer”) named in the SOW. These terms and conditions (“T&C”), together with the SOW, are referred to herein as this “Agreement”. This Agreement will serve as a binding contract between Seller and Customer for the Services upon Customer’s signing of the SOW or pursuant to other written agreement between the parties. Different or additional Services must be agreed to by both parties in writing before any such different or additional Services are performed. If performance of such different or additional Services results in a delay in delivery of Deliverables (defined below) or the completion of the Services, there shall be a reasonable extension of the affected lead times.

2.Term. The term of this Agreement shall begin on the date indicated in the SOW and shall end upon the first to occur of (a) the transfer of the deliverables, if any, described in the SOW (the “Deliverables”) to Customer, (b) the completion of the Services, or (c) the termination of this Agreement as permitted herein. Customer and Seller may agree to extend the term as the Services require. Notwithstanding anything in this Agreement to the contrary, either Party may terminate this Agreement with or without cause upon ten (10) business days’ prior written notice. Upon expiration of this Agreement or its earlier termination, Seller shall immediately stop performing the Services, and shall deliver to Customer any Deliverables in whatever condition they are in as of the date of such expiration or termination, provided the Customer is not in default as of the effective date of such expiration or termination. The termination of this Agreement, which shall be accomplished without penalty, shall not relieve or release either Customer or Seller from any rights, liabilities, or obligations that may have accrued under the law or the terms of this Agreement prior to the date of such termination. Notwithstanding the foregoing, Customer shall be responsible for reimbursement to Seller for any Customer-specific inventory, including but not limited to work-in-process rendered obsolete or which cannot be otherwise used, returned, or sold by Seller and for payment for Services rendered through the date of termination.

3.Payment. Customer shall pay the fee stated in the SOW in U.S. dollars within thirty (30) days following receipt of Seller’s invoice.

4.Delivery. Seller will ship tangible Deliverables, F.C.A. Seller Facility (INCOTERMS 2010), to the ship-to address stipulated by Customer, which must be Customer’s business address, and provided that with respect to ZeptoMetrix products, the Customer must be at least a Biosafety Level 1 laboratory. Costs for freight, insurance, Seller’s standard handling charges and, where appropriate, ancillary charges that are specific to certain Deliverables (an example of which is the requirement for dry ice), are the sole responsibility of Customer and will be added to Seller’s invoice as applicable. Deliverables shall be packaged in a method to preserve and protect from ordinary damage and/or degradation, and shall be suitably prepared and labeled for shipment by Seller in accordance with acceptable commercial practices and in compliance with all applicable laws. Seller shall use reasonable efforts to meet any performance dates specified in the SOW or otherwise requested by Customer; however, any such dates shall be deemed estimates only.

5.Property Rights; License. Customer represents and warrants to Seller that it has and will maintain during the term of this Agreement, rights in and to any materials and information it provides to Seller sufficient to allow Seller to fulfill its obligations under this Agreement. Customer grants to Seller a non-exclusive, non-transferable, non-sublicensable, and royalty-free right and license to use such materials and information solely and exclusively for Seller to provide the Services. Except for such license, each party acknowledges that no license or other rights to a party’s property are expressly or by implication granted to the other party, including, without limitation, any rights to a party’s Background IP, and any intellectual property associated with such Background IP, that, as between the parties, is solely owned by a party. “Background IP” includes, without limitation, any intellectual property, information, techniques, analytical and laboratory methods, standard operating procedures, know-how, formulas, formulations, software and materials that are developed, procured, or created by a party prior to or during the term of this Agreement, including any modifications, improvements or discoveries related to or arising from same, whether patentable or not, without the use of, or incorporation of, Confidential Information of the other party. “Confidential Information” means material or information of a party that is marked as ‘confidential’, or is disclosed under conditions or is of such a nature that it would or should reasonably be deemed to be confidential or proprietary, or is otherwise considered to be confidential information under a confidential disclosure agreement between the parties that is in effect during the term of this Agreement. If Deliverables include live biological material provided by Seller, Seller retains title to such biological material and Customer is prohibited from further transferring or propagating same without prior written consent from Seller. Customer may be required to execute a Material Transfer Agreement governing the use of live biological material. Subject to the foregoing, and upon payment for Services rendered, Deliverables, provided, however, that Seller is permitted to use Deliverables that are data/test results for internal research purposes. Each party agrees that it shall not use the name, logo, or trademarks of the other party, or variations thereof in any manner without the other party’s prior written consent.

6.Compliance with Law. Each party agrees to comply with all applicable laws, statutes, executive orders, rules, regulations, and ordinances in its performance of this Agreement, and, in the case of Customer, in Customer’s use of Deliverables.

7.Limited Warranty; Exclusive Remedy. Seller warrants it shall perform all Services in accordance with (a) the specifications set forth in this Agreement the SOW or otherwise agreed to by the parties in writing, and (b) Seller’s current standard operating procedures, each as applicable and as any may be amended from time to time (the “Warranty”). The foregoing Warranty is limited to one (1) year from the date of delivery of Deliverables to Customer or to the expiration date of the Deliverable, whichever is sooner, provided that the warranty period for ZeptoMetrix products shall run through the expiration date of the Deliverable (“Warranty Period”); the Warranty will not apply if Deliverables have been subjected to neglect or abuse; used, stored or otherwise exploited in a manner inconsistent with its labeling or product information; or has been further manufactured or processed by a party other than Seller. The Warranty is for the exclusive benefit of Customer. Claims for breach of the Warranty must be submitted to Seller’s Customer Service department within the applicable Warranty Period and include details of such claim, or Customer shall be deemed to have waived such claim. If breach of the Warranty is validated to Seller’s reasonable satisfaction, Seller will, at Seller’s exclusive option and with no additional charge to Customer, (a) re-perform the Services, or such portion of the Services as may be reasonably required to be performed, to deliver conforming Deliverables; or (b) return to Customer all compensation received by Seller for such non-conforming Deliverables. The foregoing shall be Customer’s sole and exclusive remedy and Seller’s limit of liability at law or equity for a breach of the Warranty. Customer acknowledges that the foregoing Warranty is personal to Customer and that such Warranty may be enforced against Seller only by Customer, and not by any third party, including without limitation, a customer of Customer. Notwithstanding anything herein to the contrary, Seller will not be held responsible for any defects in Services or Deliverables that arise from Seller’s use of materials or instruments provided by or on behalf of Customer or used by Seller at Customers’ direction.

8. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES THAT THE SERVICES OR USE OF THE DELIVERABLES WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHT OR THAT THE DELIVERABLES WILL NOT POSE A SAFETY OR HEALTH RISK, SPECIFICALLY SUPPORT OR DENY ANY HYPOTHESIS, OR ACCOMPLISH ANY PARTICULAR RESULT.

9.Technical Assistance. Any suggestions or advice to Customer by Seller personnel regarding use, selection, application or suitability of the Services or Deliverables (“Technical Assistance”) shall not be construed as a warranty unless specifically designated as such in a writing signed by an authorized Seller representative. THE DISCLAIMERS IN PARAGRAPH 8 (WARRANTY DISCLAIMER) AND LIMITATION OF LIABILITY IN PARAGRAPH 11 (LIMIT OF LIABILITY) SHALL APPLY TO ANY TECHNICAL ASSISTANCE.

10.Indemnity. Customer agrees to indemnify, defend and hold harmless Seller from and against any third-party claims, suits, losses, demands, liabilities, costs and expenses (including reasonable attorney fees and costs and expenses of litigation) (“Losses”) arising from (a) any use of Deliverables by Customer; and (ii) Seller’s use of materials and information provided by on or behalf of Customer for the Services, except to the extent such Losses result from the negligence or willful misconduct of Seller.

11. Limitation of Liability. EXCEPT WITH RESPECT TO A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR A CLAIM OF INDEMNITY, IN NO EVENT SHALL EITHER PARTY, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS DUE TO BUSINESS DISRUPTION, OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, OR THE EXERCISE OF RIGHTS HEREUNDER, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL SELLER’S CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR EXPENSES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY SELLER FROM CUSTOMER FOR THE SUBJECT SERVICES PERFORMED OR DELIVERABLES DELIVERED.

12.Miscellaneous. (a) Any notices permitted or required by this Agreement shall be writing and sent by certified mail (return receipt requested), or any courier service with a publicly accessible tracking system to the other party at the address set forth in the SOW. (b) Neither party may assign this Agreement or any of its rights under this Agreement without the consent of the other party. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement. (c) This Agreement, and all disputes and claims arising out of or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflicts of law provisions. All disputes and claims related to or arising out of this Agreement shall be venued exclusively in the State of New York. Parties consent expressly to the personal jurisdiction of the state and federal courts of the State of New York. (d) Except for payment obligations herein, neither party shall be responsible to the other for failure to perform any provision of this Agreement arising from cause beyond its control, including but not limited labor disputes, lockouts or labor shortages, embargo, acts of war, insurrections, riots, terrorism, civil commotion, damage to factory, governmental law and regulation, inability to obtain labor and/or materials, acts of God or the public enemy, fires, floods, severe weather, earthquakes, delays caused by any civil, governmental or military authority (including government priority, preference or allocation), delays of suppliers in furnishing parts, components, materials, services or finished products, epidemics or pandemics. (e) The relationship of the parties under this Agreement is that of independent contractors. Nothing in this Agreement is intended or is to be construed so as to constitute the parties as partners, joint venturers, or either party as an agent or employee of the other. Neither party has any express or implied right under this Agreement to assume or create any obligation on behalf of or in the name of the other, or to bind the other party to any contract, agreement, or undertaking with any third party. (f) This Agreement, together with any SOW, confidentiality agreement and/or Material Transfer Agreement between the parties currently effective, and any exhibits or appendices hereto, constitutes the entire agreement between the parties relating to the subject matter hereof, and any previous agreements or arrangements between the parties relating to the subject matter of this Agreement, written or oral or otherwise, are hereby canceled and superseded. This Agreement may not be modified or amended except in a writing signed by both parties. (g) Any provisions contained in the SOW or any writing, documents, or EDI issued by Customer that are in addition to or inconsistent with these T&C are expressly rejected by Seller. (h) Nothing in this Agreement shall be construed to create an exclusive relationship between Seller and Customer so as to prevent either party from furnishing products or services to a third party during the term of this Agreement, so long as such performance does not conflict with a party’s duties hereunder, including its duty of confidentiality. (i) If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. (j) Any provision of this Agreement that contemplates survival beyond the term of this Agreement including, without limitation, paragraphs 5 & 7-12, will remain enforceable in accordance with its terms, notwithstanding the expiration or earlier termination of this Agreement. (k) The waiver by a party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation hereof. The failure of a party to act in the event of the other’s breach of this Agreement shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. (l) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. Signatures transmitted via facsimile, scanned manual signatures, or electronic signatures will be accepted and will be binding on the parties. Each party agrees that any electronic signatures of the parties are intended to authenticate this Agreement and to have the same force and effect as manual signatures