Effective Date: January 1st, 2025

Last Updated: November 7th, 2025

1. General. Novel Biotechnology USA, Inc. and its subsidiaries and affiliates (individually and collectively "Novel") provide custom and/or contract research services in the life sciences industry.  These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Novel to "Client". Novel and Client are hereby collectively referred to as “parties”, and individually as a “party”. The accompanying order confirmation (the "Order Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral with respect to the provision of Services (as defined below). In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern. These Terms prevail over any of Client's general terms and conditions, regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions, and does not serve to modify or amend these Terms.

2. Services.  Novel shall provide the services to Client as described in the Order Confirmation (the "Services") in accordance with these Terms. The Order Confirmation shall specify, the details of the Services to be provided, the design, information desired, data and materials to be provided by Client, compensation for the Services, required completion time and all other matters relating to the completion of the Services. Novel shall use reasonable efforts to meet any performance dates specified in the Order Confirmation; provided, however that any such dates shall be estimates only.

3. Order Confirmation Changes.  If either party wishes to change the scope or performance of the Services in an Order Confirmation, it shall submit details of the requested change to the other party in writing. Promptly after the receipt of any such request, the parties shall negotiate and agree in writing on the terms of the requested changes. If such changes would result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by the parties in writing. If the parties are unable to mutually agree to any requested changes, the Order Confirmation will remain unchanged, or Novel may terminate this Agreement without any liability to Client.

4. Cancellation of Services. Client may cancel the Services by providing at least thirty (30) days’ written notice to Novel. Notwithstanding the foregoing, cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of cancellation which were incurred prior to the cancellation, and any other actual costs and charges incurred due to the early cancellation.

5. Client's Obligations. Client shall:

(a)  cooperate with Novel in all matters relating to the Services and provide sufficient amount of its information and materials such as cells, compounds, samples, or other substances needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by Novel to complete the Services;

(b)  respond promptly to any Novel request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Novel to perform Services in accordance with the requirements of this Agreement; and

(c)  obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

6. Client's Acts or Omissions. If Novel's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Novel shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

7.  Fees and Expenses; Payment Terms; Interest on Late Payments.  

(a)     In consideration of the provision of the Services by Novel, Client shall pay the fees set forth in the Order Confirmation.

(b)    Client shall pay all invoiced amounts due to Novel within thirty (30) days from the date of Novel's invoice. Client shall make all payments hereunder in the currency and pursuant to the payment method specified by Novel in the Order Confirmation.

(c)     In the event payments are not received by Novel within thirty (30) days from the date of Novel’s invoice, Novel may, without prejudice to its other remedies:

(i)      charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid;

(ii)    suspend performance for all Services until payment has been made in full; and/or

(iii)   terminate this Agreement.

8. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

9. Deliverables. Client shall be the exclusive owner of and shall be entitled to all Client Materials, raw data, specimens or other work product supplied by Client and/or generated by Novel as a direct result of Novel’s execution of the Services (collectively, "Deliverables"). Notwithstanding the foregoing, all intellectual property rights, including, without limitation, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, or know-how, together with all of the goodwill associated therewith, associated with Novel’s method(s) or process(es) used in the execution of the Services, together with all laboratory notebooks or other records maintained by Novel with respect to the Services, will be owned exclusively by Novel.

10.  Confidential Information and Client Materials.  

(a)     All non-public, confidential or proprietary information of each, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by a party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the receiving party without the prior written consent of the disclosing party. Confidential Information does not include information that is:

(i)         in the public domain;

(ii)       known to Client at the time of disclosure; or

(iii)     rightfully obtained by Client on a non-confidential basis from a third party.

(b)    Client agrees to use the Confidential Information of Novel only to make use of the Services and Deliverables and Novel agrees to use the Confidential Information of Client only in connection with the performance of its obligations hereunder.

(c)     Novel will use the Client Materials in accordance with the Order Confirmation and only in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services, any remaining Client Materials will be destroyed. Novel will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client’s prior written approval.

(d)    Each party shall be entitled to seek injunctive relief, without the need for posting any bond, for any violation of this Section.

11.  Representation and Warranty.  

(a)     Novel represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(b)    Novel shall not be liable for a breach of the warranty set forth above unless Client gives written notice of the defective Services, reasonably described, to Novel within one (1) month after completion of the Services.

(c)     Subject to Section 11(b), Novel shall, in its sole discretion, either:

(i)      repair or re-perform such Services (or the defective part); or

(ii)    credit or refund the price of such Services at the pro rata contract rate.

(d)    THE REMEDIES SET FORTH IN SECTION 11(C) SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND NOVEL'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(A).

12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(A) ABOVE, NOVEL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING 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.

13.  Limitation of Liability.  

(a)    IN NO EVENT SHALL NOVEL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NOVEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 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 OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO NOVEL PURSUANT TO THIS AGREEMENT.

(c)   The limitation of liability set forth in this Section 13 shall not apply to (i) liability resulting from Novel's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Novel's negligent acts or omissions.

14. Indemnification. Client shall defend, indemnify and hold harmless Novel, it successors or assigns, and their respective directors, officers, managers, members, shareholders and employees and Buyer's customers (collectively, "Indemnitees") against 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 or relating to: Client’s subsequent use of any Deliverables; any failure by Client to comply with any applicable federal, state, or local laws, regulations, or codes 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 Materials infringes or misappropriates 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.

15. 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.

16.  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.

17. 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.

18. 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.

19. 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.

20.  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.

21. 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.

22. 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.

23. 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 Order Confirmation 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.

24.  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.

25.  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.

26. 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.