Effective Date: January 1st, 2025

Last Updated: May 1st, 2025

1. Agreement. Use of the NBx CyClone™ (together with all progeny, derivatives and parts thereof, collectively, the “Product”) are subject to these terms and conditions (this “Agreement”) provided to you by Novel Biotechnology USA, Inc. and its subsidiaries and affiliates (individually and collective, “Novel”). This Agreement shall be binding on the client party set forth in the Product order (“you” or the “Client”) upon the earlier of the Client’s written acceptance of the Product order or Novel’s shipment of any Product to the Client.

2. Limited License; Product Use; Product Pricing.

a. You are hereby granted a limited, terminable, non-transferable, non-sublicensable, non-assignable, license to use the Product for non-commercial research purposes (the “Limited License”), subject to the terms of this Section 2. You shall not reverse engineer, chemically analyze, decompile, modify or create other works from the Product or any other data, materials or other information of Novel. You shall not use the Product more than once or otherwise outside of the scope of the project as agreed between you and Novel (the “Project”). The Limited License shall automatically expire upon the earlier of: (i) the one (1) year anniversary of Client’s purchase of the Product; (ii) the termination of this Agreement pursuant to Section 7; or (iii) Client’s breach of Section 2(c).

b. YOU UNDERSTAND THAT THE PRODUCT IS PROVIDED SOLELY FOR RESEARCH USE ONLY. The Product is not intended to be used for therapeutic or diagnostic purposes in either humans or animals. You are solely responsible for making sure that the way you use the Product complies with applicable laws, rules, and regulations (collectively, “Laws”) and for obtaining all necessary approvals, Intellectual Property Rights (as defined in Section 3(b)), licenses, and permissions that you may need related to your use. Because the Product is intended for research use only, it may not be on the Toxic Substances Control Act (“TSCA”) inventory. You assume responsibility to assure that the Product you purchase from us is approved for use under TSCA, if applicable. It is solely your responsibility to make sure the Product is suitable for your particular use and to conduct any research necessary to learn the hazards involved for any of your uses of the Product. You also have the duty and obligation to warn your customers, employees, and any auxiliary personnel of any risks involved in using or handling the Product. You agree to comply with instructions for use of the Product furnished by us, if any, and not to misuse the Product.

c. To support future Product development by Novel, the Limited License is conditioned on your sharing ideas, suggestions, guidance, or other relevant information with Novel on a quarterly basis, in a format to be mutually agreed upon by you and Novel, regarding your use of the Product including, but not limited to, nonproprietary technical information or data on Product use and performance (collectively, the “Feedback”). Novel shall own all Feedback, and you agree to assign and do hereby assign to Novel all of its right, title, and interest in and to such Feedback. To the extent that the foregoing assignment is ineffective for whatever reason, you agree to grant and do hereby grant to Novel a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

d. Novel may provide Client with certain pricing discounts or incentives for purchase of the Product. Novel shall provide Product pricing, including any such discounts or incentives, to Client via Novel’s website (www.novel-bio.com). Client acknowledges and agrees that the pricing for the Product listed on Novel’s website shall be the purchase price for the Product at the time of order. Novel reserves the right to change the Pricing for the Product, including any applicable discounts or incentives, at its sole discretion and without notice to Client.

3. Intellectual Property.

a. As between you and Novel, Novel is the sole owner of the Product, all Developments, and all Intellectual Property Rights therein. You shall not (and shall not attempt to) reverse engineer, decompile, deconstruct or attempt to analyze the makeup of, the Product. You shall not (and shall not attempt or purport to) file or prosecute in any country any patent application which claims or uses or purports to claim or use the Product or their use, without the prior express written consent of Novel. If your research results in any invention or discovery that is conceived, derived or reduced to practice directly or indirectly from the Product or its use (each, a “Development”) such Development shall be owned solely by Novel. You shall promptly disclose each such Development to Novel. You hereby irrevocably transfer and assign to Novel you entire right and interest in any such Developments and Intellectual Property Rights therein, and will execute any documents in connection therewith that Novel may reasonably request. You agree to enter into agreements with all of you employees, agents and contractors as necessary to establish Novel’s sole ownership in the Developments and Intellectual Property Rights therein. You hereby appoint Novel as your true and lawful attorney-in-fact with the right to execute assignments of and to register any and all rights to the Intellectual Property Rights and/or Developments. This appointment is coupled with an interest and shall survive termination of this Agreement.

b. As used in this Agreement, “Intellectual Property Rights” means, on a world-wide basis, any and all (a) rights associated with works of authorship, including without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) trade secret rights and Confidential Information; (d) patents and patentable rights; (e) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other intellectual and industrial property rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions).

4. Disclaimer of Warranties. NOVEL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

5. Limitation of Liability.

a. IN NO EVENT SHALL NOVEL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUES OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF OR RELATING TO ANY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER OR NOT NOVEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. IN NO EVENT SHALL NOVEL’S AGGREGATE LIABILITY ARISING OUT OF, RESULTING FROM, OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF, RESULTING FROM, OR RELATING TO ANY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO NOVEL PURSUANT TO THIS AGREEMENT.

6. Indemnification. Client shall defend, indemnify and hold harmless Novel, it successors or assigns, and their respective directors, officers, managers, members, shareholders and employees and Client’s customers (collectively, “Indemnitees”) against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by an Indemnitee (collectively, “Losses”) arising out of, resulting from, or relating to: Client’s subsequent use of the Product including, without limitation, any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of Client; any failure by Client to comply with any applicable Laws in the performance of its obligations under this Agreement, or the conduct of its business; or any claim that Novel’s or Client’s use or possession of the Client’s materials or products infringe or misappropriate the patent, copyright, trade secret or other Intellectual Property Right of any third party. Client’s duty to defend applies immediately, regardless of whether any Indemnitee has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any Losses. The Indemnitees shall cooperate with Client in connection with the defense of any Losses; provided, however, that any Indemnitee may employ, at any time, separate counsel at its own expense. Client shall not enter into any settlement without Novel’s prior written consent.

7. Termination. In addition to any remedies that may be provided under this Agreement, Novel may terminate this Agreement with immediate effect upon written notice to Client, if Client:

a. breaches or otherwise fails to perform or comply with any material term of this Agreement, in whole or in part, and fails to remedy the breach or failure to the satisfaction of Novel within fifteen (15) days of receiving written notice where the breach or failure is capable of being remedied; or

b. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

8. Insurance. During the term of this Agreement and for a period of at least one (1) year thereafter, Client shall, at its own expense, maintain and carry, with financially sound and reputable insurers, insurance policies of the nature and amounts as are customary in the industry, and sufficient to cover Client’s obligations hereunder, including, without limitation, its indemnification obligations. Upon written request, Client shall provide Novel with evidence of such insurance.

9. Waiver. No waiver by Novel of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Novel. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Novel hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.

11. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Novel. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

12. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

14. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

15. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Product order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Indemnification, and Survival.

18. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.