PRIMORIGEN Biosciences LLC (hereinafter "PRIMORIGEN") agrees to sell its products under the Terms and Conditions below.

Prices quoted are for orders sent as a single shipment. Payment Terms are net 30 days. Thereafter, a carrying charge of 1.5% per month will be added to the unpaid balance.

By purchasing PRIMORIGEN's products, the organization that orders or buys products from PRIMORIGEN (hereinafter"PURCHASER") agrees to the Terms and Conditions herein. These Terms and Conditions cannot be superseded without express written agreement by an officer of PRIMORIGEN. PRIMORIGEN's failure to object to provisions contained in any purchase order or other form or document from PURCHASER shall not be construed as a waiver of these Terms and Conditions nor an acceptance of any such provision. PURCHASER agrees to hold harmless and indemnify PRIMORIGEN and its affiliates, officers, directors, agents and employees from and against any and all claims, losses, damages or other liability, including reasonable attorneys' fees, resulting from a use of the purchased products that is not in accordance with these Terms and Conditions.

Product Use

PRIMORIGEN's products are for research or laboratory use only and are not to be administered to humans or animals or used for pharmaceutical, in vitro diagnostic, or commercial purposes without written permission. Inquiries related to additional uses of PRIMORIGEN's products are welcomed.

PRIMORIGEN shall not be responsible for injury or damages resulting from the use or misuse of any of its products. Persons using the products should be technically qualified as defined in 40 C.F.R. §720.3(ee) and should follow the Guidelines for Research involving Recombinant DNA Molecules (N.I.H. Guidelines) as presented in the Federal Register, July 5, 1994 (59 FR 34496) and any amendments thereto.

Warranty

PRIMORIGEN warrants that its products will conform to the standards stated in its product specification sheets in effect at the time of shipment. PRIMORIGEN will replace, free of charge, any product that does not conform to the specifications. This warranty limits PRIMORIGEN's liability only to the replacement of the product. THIS WARRANTY IS EXCLUSIVE, AND PRIMORIGEN MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The stated express warranties, and the remedy provided for breach thereof, are in lieu of all other liability or obligations of PRIMORIGEN for any damages whatsoever arising out of or in connection with the delivery, use, performance, or the inability to use any of its products. IN NO EVENT SHALL PRIMORIGEN BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS). Without limiting the effect of the preceding sentence, PRIMORIGEN's maximum liability, if any, shall not exceed the purchase price paid by PURCHASER for the product.

Patent Disclaimer

Unless explicitly stated, no license or immunity under any patent is either granted or implied by the sale of any of PRIMORIGEN's products. PRIMORIGEN does not warrant that the resale or use of its products delivered will not infringe the claims of any United States or other patents, trademarks, or copyright covering the product itself, or its use in combination with other products, or in the operation of any process, and PURCHASER assumes all risks of patent, trademark, or copyright infringement by reason of any such use, combination, or operation.

Disclaimer

PRIMORIGEN shall not be responsible for injury or damages resulting from the use or misuse of any of its products.

Product Changes

PRIMORIGEN reserves the right to discontinue the sale of any product or to make changes in any product at any time without notice.

Patents, Licenses, and Trademarks

Primorigen has a patent pending on a novel, frameless platform for antibody-based multiplexed microarrays. Primorigen has trade secret processes that enable more rapid development, screening and validation of monoclonal antibodies for several assay formats.

Trademarks

The following are registered trademarks or trademarks of Primorigen:

Primorigen Biosciences®
Spots On Dots™
PrimeAdhere™
PrimoriScan™
Plurometer™
Determ-A-Derm™