The terms and conditions set forth herein (“Terms and Conditions”) govern the sale of Products (including Custom Products) and the performance of Services by Cygnus Technologies, LLC (“Cygnus”) pursuant to any Cygnus Quote. The Quote, these Terms and Conditions and the Purchase Order (collectively, the “Agreement") shall exclusively govern the ordering, purchase and provision of Products and Services, and shall override any conflicting, amending or additional terms contained in any purchase orders, invoices or other ordering documents relating to any Products purchased or Services performed under this Agreement, which other terms and conditions shall be null and void. Capitalized terms shall have the meanings as defined herein. 

1. Supply of Products and Performance of Services.
1. 1.1. Purchase Orders. Customer may place orders for Products (including Custom Products), and Services as may be offered by Cygnus from time to time pursuant to a document issued by Cygnus to Customer that includes a description of the Products and/or Services and the prices quoted therefor (the “Quote”). All Customer orders may be confirmed by purchase order submitted by Customer to Cygnus specifying the quantity of Products (each a “Purchase Order”) or by electronic confirmation by Cygnus as applicable .Purchase Orders are subject to review and acceptance by Cygnus. Once a Purchase Order is accepted by Cygnus, it becomes binding on the Parties. Customer may not modify or cancel a Purchase Order or this Agreement without Cygnus’ express written consent. Modification or cancellation may require payment by Customer of certain costs incurred by Cygnus “Products” means the products, and if applicable Custom Products set forth in the Quote. “Custom Products” means products on any Quote that are specially manufactured by Cygnus for Customer according to Customer’s specifications and instructions, and which may require the use of Customer intellectual property rights or Customer Supplied Materials as set forth in a Quote. “Services” means analytical services or other services to be performed by Cygnus as set forth in a Quote. “Customer Supplied Materials” means any chemical or biological materials supplied by Customer to be used by Cygnus solely for the purpose of the manufacture of Custom Products or for the performance of Services for Customer and are Customer Confidential Information under this Agreement.
2. 1.2. Customer’s Obligations for Custom Products and Services. Customer shall:
   
   1. (i) Provide complete and accurate information required by Cygnus to properly perform the Services or manufacture the Custom Products.
   2. (ii) Provide Customer Supplied Materials (including samples) that the Quote specifies must be provided by Customer in sufficient quantities and of suitable quality for the manufacture of the Custom Products or the performance of the Services, at Customer’s sole cost and expense.
      (iii) Provide adequate information regarding safety, storage, handling, transportation and destruction of Customer Supplied Materials and the Custom Products, as applicable.
      (iv) Grant to Cygnus, to the extent required by Cygnus for the performance of the manufacture of Custom Products and/or Services and for no other purpose, a non-exclusive, non-transferable, world-wide, royalty-free license to use the Customer Confidential Information and Customer intellectual property.
      
3. 1.3. Cygnus Obligations for Customer Supplied Materials. 
   1. (i) Except for the limited authorization to use the Customer Supplied Materials for the manufacture of Custom Products or for the performance of the Services, nothing in this Agreement will be construed as an express or implied license or other right provided to Cygnus under any patent rights or other intellectual property or proprietary rights of Customer or any third parties.
      (ii) Cygnus will not, nor allow or encourage any third party to reverse engineer, deconstruct, disassemble, analyze, or otherwise modify any Customer Supplied Materials.
      (iii) Other than as set forth in the Quote and Purchase Order, Cygnus will not distribute or otherwise allow the release of the Customer Supplied Materials to any third party and then only for the performance of the Services.
      (iv) Unless otherwise agreed to by the Parties in a Quote and Purchase Order, Cygnus shall store the Customer Supplied Materials only for so long as required for the performance of Services or manufacturing the Custom Products and only at the Cygnus facility. Following the completion of the Services or the delivery of Custom Products, Cygnus shall return to Customer or destroy, at Customer’s option and expense, any unused Customer Supplied Materials. 
      (v) Cygnus shall comply with all laws and regulations regarding the transportation, use and disposal of Customer Supplied Materials.
      
4. 1.4. Storage, return and destruction of Customer Supplied Materials. Cygnus shall store the Customer Supplied Materials only for so long as required for the performance of Services or manufacturing the Custom Products or for a different period of time, which may be subject to a storage charge, if requested in writing by the Customer and agreed to by Cygnus. Following the completion of the Services or the delivery of Custom Products, Cygnus shall return to Customer or destroy, at Customer’s option and expense, any unused Customer Supplied Materials.
5. 1.5. Products and Prices Subject to Change. Cygnus reserves the right to discontinue any Products or Services change Product Specifications/instructions without prior notice, provided that any Products and or Services delivered under a Purchase Order accepted by Cygnus shall comply with the Specifications in the Quote referenced therein. “Specifications” means the description and characteristics of a Product, as set forth in the Quote, including any technical documents or certificates of analysis issued in respect of such Product. 
2. Shipping and Delivery.
1. 2.1. Shipping/Customs. Shipping costs are prepaid and added to the invoice. Cygnus shall not be liable for delays in shipping or customs clearance. Separate line items may include charges for insulated boxes, special hazardous material fees and/or handling fees which will be charged as applicable and shall be in addition to the price in the Quote.
2. 2.2. Delivery, Title and Risk of Loss. Delivery is Ex Works (Incoterms 2023) Cygnus's location, freight prepaid and added unless shipped on Customer's account (FedEx, UPS, DHL). Cygnus reserves the right to make delivery in installments. Delay in delivery of any installment shall not relieve Customer of Customer's obligations to accept remaining deliveries.
3. Inspection, Rejection, and Returns.
1. 3.1. Inspection. Customer shall inspect Products shipped hereunder and shall notify Cygnus in writing of any claims for shortages, defects, or damages and shall hold the goods for Cygnus' instructions regarding disposition within thirty (30) days. If Customer fails to notify Cygnus within thirty (30) days after Customer has received the Products, such Products shall be deemed to have been irrevocably accepted by the Customer. Customer agrees to cooperate with Cygnus’ reasonable requests for information regarding any damaged or defective Products, including photographic evidence, as applicable.
2. 3.2. Shortage. Following Cygnus’ receipt of a notice of Product shortage in delivery, Cygnus will deliver the quantity of Product required to remediate the shortage as soon as commercially practicable.
3. 3.3. Non-Conforming Products and Services. If (a) the Products do not conform to the Specifications or Customer requirements set forth in the Quote or (b) Services performed by Cygnus do not conform to the requirements in the Quote (each a “Non-Conformance”), Cygnus, at its sole option, shall provide replacement Product or repeat the Services (provided that Customer shall provide additional Customer Supplied Materials necessary), or credit the price paid by Customer for such Non-Conformance. The foregoing shall be Customer's sole remedy for any cause of action arising out of or in connection with Non-Conformance.
4. 3.4 Warranties Void. Cygnus's warranties made in connection with this sale shall be void if Cygnus determines, in its sole discretion, that Customer or its carrier has (i) misused the Products in any manner; (ii) failed to use the Products in accordance with industry standards and practices, or instructions provided by Cygnus; (iii) failed to transport or store the Products in accordance with industry standards or product literature; or (iv) otherwise through its or its service provider’s or agents’ acts or omissions caused the Non-Conformance.
4. Price and Payment.
1. 4.1. Price and Currency. The Price for Products and Services will be the price set forth in the Quote. Except as otherwise expressly indicated, all references to “$” or to “dollars” or “USD” in this Agreement shall be read as referring to the legal tender of the United States of America.
2. 4.2. Changes to Products and Prices. All Products and Services prices in Cygnus catalogs and Quotes are subject to change without notice at any time prior to acceptance of a Purchase Order by Cygnus. 
3. 4.3. Payment Terms. Customer shall pay each invoice within thirty (30) days from the date of invoice. Cygnus may request prepayment for Products or Services at its discretion. 
4. 4.4. Late or Missed Payments. Cygnus may charge interest at the lower of (a) two percent (2%) per month or (b) the highest interest rate permitted under applicable law, calculated from the due date until paid on all overdue amounts. Cygnus reserves all other rights granted to a seller under the Uniform Commercial Code ("UCC") for Customer's failure to pay for the Products or for any other breach by Customer of this Agreement.
   
5. 4.5. Taxes. Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority, on or measured by the transaction between Cygnus and Customer (including without limitation sales, excise, use, or value-added taxes, but excluding taxes on Cygnus's income (which income taxes shall be the responsibility of Cygnus) shall be paid by Customer.
5. Intellectual Property.
1. 5.1. Customer acknowledges and agrees that Cygnus owns intellectual property rights in the methods, process, know-how, confidential information, or other intellectual property used by Cygnus to carry out the Services and manufacture Products.
2. 5.2. License. Cygnus grants to Customer a non-exclusive, irrevocable license to use Cygnus intellectual property rights to the extent required by Customer for the use of the Products and Services. Unless expressly stated, nothing in this Agreement shall be deemed to constitute the grant of any license or other right to Customer in respect of any intellectual property right owned or controlled by Cygnus any third party. Customer shall be solely responsible for obtaining any and all licenses under any intellectual property rights owned or controlled by a third party that Customer may require in connection with its uses of any chemical or biological materials, including the Products and Services. 
6. Cygnus Warranties.
1. 6.1. Cygnus warrants that (i) it has authority to enter into and perform its obligations under this Agreement; (ii) it will manufacture the Products in accordance with applicable laws and regulations of the United States relevant to the manufacture of the Products, and (iii) it will convey good title to each Product supplied hereunder and each Product will be delivered free from any lawful security, interest, lien or encumbrance; and (iv) the Products shall conform in all material respects to the Specifications.
2. 6.2. CYGNUS’ WARRANTY IS EXCLUSIVE AND NON-TRANSFERABLE. THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND CYGNUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND (EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6) EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF DESIGN, MERCHANTABILITY, SAFETY, USEFULNESS, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. CUSTOMER ACKNOWLEDGES THAT THE NATURE OF THE SERVICES, THE TESTING OF SAMPLES AND MATERIALS, IS NOT A FIELD IN WHICH ACCURATE OR EXACT RESULTS WILL ALWAYS BE PRODUCED. CUSTOMER ALSO ACKNOWLEDGES THAT THE TESTING OF SAMPLES AND THE RESULTS THAT MAY BE OBTAINED BY THE SERVICES MAY BE IMPACTED BY FACTORS OUTSIDE THE CONTROL OF CYGNUS. PRODUCTS HAVE NOT BEEN TESTED BY OR FOR CYGNUS FOR SAFETY OR EFFICACY, NOR REVIEWED OR APPROVED FOR ANY PARTICULAR USE BY ANY REGULATORY AUTHORITY. CYGNUS MAKES NO WARRANTY, EXPRESS OR IMPLIED THAT THE ANTIBODIES OR ASSAYS MANUFACTURED FROM ANY CUSTOM ANTIBODY ASSAY DEVELOPMENT SERVICES PERFORMED BY CYGNUS WILL MEET CUSTOMER’S ANALYTICAL REQUIREMENTS FOR DETECTION OF HOST CELL CONTAMINATION. ANTIBODY GENERATION AND AFFINITY PURIFICATION OF COMPLEX POLYCLONAL ANTIBODY POPULATIONS TO MULTIPLE CELLULAR, UPSTREAM ANTIGENS FOR PURPOSES OF SEMI-QUALITATIVE DETECTION OF A MORE LIMITED ARRAY OF HCPs IN FINAL DRUG SUBSTANCE AND OTHER DOWNSTREAM SAMPLES ARE SUBJECT TO A NUMBER OF QUALITATIVE LIMITATIONS.
7. Customer Warranties.
1. 7.1. Customer hereby warrants and represents to Cygnus that: (i) it has authority to enter into and perform its obligations under this Agreement; (ii) it will comply with all handling instructions, if any, furnished by Cygnus relating to the Products; (iii) without limiting Customer's right to perform inspection and quality testing of the Product's compliance with the Specifications, Customer will not reverse engineer, disassemble, analyze, decompile, or duplicate any Products or samples provided by Cygnus; (iv) it has provided Cygnus with adequate information regarding the properties, safety, toxicity, storage, handling and transportation of the Customer Supplied Materials to enable Cygnus to safely perform the Services without injury to the personnel or damage to the property or equipment of Cygnus; (v) it has the right to provide the Customer Supplied Materials and Confidential Information to Cygnus under this Agreement; and (vi) it has procured all Third Party licenses required for Cygnus to use the Customer Supplied Materials and Confidential Information in the performance of the Services or manufacturing of Custom Products, as applicable.
2. 7.2. Customer is solely responsible to confirm that (a) the Products and/or Services are suitable for Customer's intended purpose and use; and (viii) Customer's use of Products and/or Services complies with applicable laws.
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8. Indemnification; Limitation of Liability.
1. 8.1. Customer will indemnify, defend and hold harmless Cygnus, its affiliates, and their respective directors, officers, employees and agents (the "Cygnus Indemnified Parties") from all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) that any of Cygnus Indemnified Parties may suffer as a result of any claims, demands, actions or other proceedings made by any third party and arising out of or relating to (i) Customer's breach of this Agreement including any of Customer's representations and warranties; (ii) the use by Cygnus of the Customer Supplied Materials in the performance of the Services or manufacture of Custom Product; or Customer's and its affiliates' and their respective directors, officers, employees, service providers' and agents' possession, use (or misuse) of the Products for any purpose.
2. 8.2. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CYGNUS NOR ITS AFFILIATES, NOR THEIR RESPECTIVE REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSSES DUE TO THIRD PARTY CLAIMS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE ARISING OUT OF OR RELATED TO THIS AGREEMENT. CYGNUS' MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID TO CYGNUS BY CUSTOMER FOR THE PRODUCT OR SERVICES GIVING RISE TO THE CLAIM.
9. Termination.
1. 9.1. Material Breach. Either Party may terminate this Agreement if the other Party has committed a material breach of this Agreement that remains uncured for thirty (30) days following notice from the non-breaching Party.
2. 9.2. Termination by Cygnus. Cygnus may immediately terminate this Agreement if Cygnus determines that biosecurity, biosafety, or feasibility reasons prevent or are likely to prevent the performance of the Services. Cygnus may immediately terminate this Agreement, in the event that Customer becomes, or is likely to become subject to any form of insolvency, administration, receivership, bankruptcy or liquidation.
3. 9.3. Survival. The Parties' rights and obligations under this Agreement which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including (a) Customer's obligation to pay invoices or other amounts due under this Agreement at the time of such termination which are otherwise due by Customer, and (b) each Party's rights and obligations under Sections 4, 5, 6, 7, 8, 10, and 11.
10. Confidentiality. "Confidential Information" means: any technical, business or financial information disclosed directly or indirectly during the term by a Discloser to a Recipient pursuant to this Agreement, including without limitation, information regarding Discloser’s products, services, suppliers, vendors, contractors, customers, prices inventions (whether or not patentable), intellectual property, studies, methods, processes, procedures, formulae, specifications, sequences and chemical structures, know-how, samples, tangible objects, and all documents and records prepared by any person generated from or based upon any part of the foregoing information so disclosed; provided, that such information: (i) is designated as confidential at the time of its initial disclosure; or (ii) by its nature, would be expected by a reasonable person to be treated in a confidential manner. “Discloser” means a Party or its Representatives that discloses Confidential Information under this Agreement. “Party” means either Cygnus or Customer individually; and “Parties” means Cygnus and Customer, collectively. “Recipient” means a Party or its Representatives that receives Confidential Information under this Agreement. “Representative” means, with respect to a Party, the directors, officers, agents, employees, consultants and advisors of such Party or its affiliates. In the case of Cygnus, only affiliates controlled by Maravai Intermediate Holdings LLC shall be deemed affiliates of Cygnus.
1. 10.1. Obligation of Confidentiality. Recipient shall take reasonable measures, but no less than the measures it employs with respect to its own confidential information, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Discloser. Recipient shall immediately notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed to any third party without Discloser's prior written consent.
2. 10.2. No Unauthorized Use. Recipient shall not use the Confidential Information except in connection with its performance of this Agreement. Recipient shall not permit any Confidential Information to be used by any third party without Discloser's prior written consent. Recipient shall not reverse engineer, disassemble, decompile, or duplicate any samples or other tangible objects or other tangible objects that embody the Confidential Information or use the Confidential Information to circumvent the Discloser in its business relationships.
3. 10.3. Liability for Representatives. Recipient may disclose Confidential Information only to those of its Representatives who need to know the Confidential Information for performance of this Agreement. Recipient shall be liable for any disclosures of Confidential Information by its Representatives as if the disclosure had been made by the Recipient. Recipient agrees, at its sole expense, to take all commercially reasonable measures (including but not limited to court proceedings) to restrain its Representatives from unauthorized disclosure or use of the Confidential Information.
4. 10.4. Exceptions. The confidentiality and non-use obligations of this Agreement will not apply to Confidential Information that Recipient can establish: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser as evidenced by records other than through an unauthorized disclosure by Recipient; (ii) becomes publicly known or made generally available without a duty of confidentiality through no action or inaction of Recipient; (iii) is in the rightful possession of Recipient from a third party without confidentiality obligations or restrictions and without breach of this Agreement as shown by Recipient's written records; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information or (v) is required to be disclosed.
5. 10.5. Legally Required Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information under applicable law, Recipient will, where legally permissible, provide Discloser with prompt written notice of such disclosure and will, at Discloser’s request, reasonably assist Discloser in seeking a protective order or another appropriate remedy at Discloser’s expense. Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
6. 10.6. Return and Destruction of Confidential Information. Upon termination or expiration of this Agreement, or earlier upon receipt of written request from the Discloser, Recipient agrees to return or destroy all Confidential Information, including materials, received from the Discloser; provided, however, that (i) Recipient may retain in its confidential files one (1) copy of written Confidential Information for record purposes only, and (ii) nothing herein will require Recipient to delete or purge any records in backup or archival systems kept in the normal course of business.
11. Miscellaneous.
1. 11.1. Assignment. Neither Party shall assign, or otherwise transfer any rights or obligations under this Agreement, without the prior written consent of the other Party. 
2. 11.2. Governing Law. This Agreement and any dispute or claim arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Parties agree that any application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded and shall NOT apply to this Agreement.
3. 11.3. Compliance with Laws and Export Control. Customer shall comply with all applicable laws and regulations in all material respects, including the U.S. Foreign Corrupt Practices At (as amended from time to time) and any U.S. laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the U.S. Department of Commerce and the U.S. Department of Treasury (or any successor agency of any of the foregoing) governing the transfer of certain commodities and technical data or sanctioned individuals, entities or countries. 
4. 11.4. Publicity. Neither party will use the name of the other Party in connection with any public announcement without the consent of the other Party. 
5. 11.5. Force Majeure. Except for payment obligations, neither Party shall be liable to the other for failure to perform its obligations under this Agreement where such failure is caused by strikes, fires, earthquakes, embargoes, any governmental act or regulation, acts of God, pandemic, acts of war, insurrection, riot or civil disturbance, or any other cause not under the control of the defaulting Party.
6. 11.6. General. This Agreement is the final, complete, and exclusive statement of the understanding between the Cygnus and Customer with respect to the subject matter hereof. In the event of a conflict between the Quote and these Terms and Conditions, these Terms and Conditions shall prevail. Products supplied and Services provided by Cygnus under this Agreement are on a non-exclusive basis. No terms, conditions, usages of trade, courses of dealing or agreements purporting to modify, vary, explain, or supplement this Agreement will be binding. This Agreement may not be waived, amended, or otherwise modified except by a writing signed by both Cygnus and Customer. If any provision of this Agreement is held invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The relationship of the parties is that of independent contractors, and nothing herein will be construed as establishing one party or any of its employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other. No remedy herein provided will be deemed exclusive of any other remedy allowed by law or in equity. All rights and obligations of the parties set forth herein that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire and will bind the parties and their legal representatives, successors, and permitted assigns.
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Version date: January 2025