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General Terms and Conditions for Custom Services

VE, 08/2026, Doc#: SLT02

1. Object and Scope:

CellMosaic, Inc. (“CellMosaic”) provides custom chemical and biochemical synthesis, bioconjugation, bioanalysis, bioassay, characterization, and purification services. A customer purchasing Services (“Customer”) may obtain Services through either: (i) a written quotation or statement of work issued by CellMosaic for nonstandard or individually scoped Services (each, a “Quote”); or (ii) CellMosaic’s Routine Synthesis™ program, consisting of standardized custom bioconjugation Services with service codes, available options, specifications, and pricing displayed on the applicable CellMosaic website page and orderable directly through the website without a separate Quote (“Routine Synthesis Services”). These General Terms and Conditions for Custom Services (the “Terms”), together with each accepted Quote or Routine Synthesis Order and any applicable addendum accepted or incorporated by reference, constitute the agreement governing the Services (the “Contract”).

2. Application; Online and Quote-Based Orders; Conflicting Terms:

These Terms apply to every custom service provided by CellMosaic, including Routine Synthesis Services ordered through the website, unless authorized representatives of both parties sign a separate agreement that expressly governs the applicable Services. A Quote expires ninety (90) days after issuance unless it states otherwise. For Quote-based Services, an order becomes binding when CellMosaic issues a written order acknowledgment, begins the Services, or accepts Customer Materials, whichever occurs first. For Routine Synthesis Services, Customer submits an order by selecting the service code and available options and completing the website ordering process. A Routine Synthesis order becomes binding when CellMosaic sends an order confirmation, begins the Services, or accepts Customer Materials, whichever occurs first. CellMosaic may reject or cancel a Routine Synthesis order before acceptance because of product or material availability, pricing or clerical error, technical suitability, incomplete information, legal or regulatory restrictions, or reasonable credit concerns. By submitting a Quote-based or Routine Synthesis order, Customer agrees to the version of these Terms presented or referenced during the ordering process. For purposes of the Contract, “Routine Synthesis Order” means the applicable Routine Synthesis product or service page in effect when the order is submitted, Customer’s selected options and submitted order details, CellMosaic’s order confirmation, and any written project instructions accepted by CellMosaic. References in these Terms to a “Quote” include the applicable Routine Synthesis Order when Routine Synthesis Services are purchased. Any additional, inconsistent, or different terms in a Customer purchase order, procurement portal, acknowledgment, or other document are rejected unless expressly accepted in a writing signed by an authorized representative of CellMosaic. If governing documents conflict, the following order of precedence applies: (i) a separately signed agreement or applicable technology addendum; (ii) the applicable Quote or Routine Synthesis Order; (iii) CellMosaic’s written order acknowledgment or confirmation; and (iv) these Terms. A purchase order may specify project, quantity, delivery, and billing information, but its legal terms will not modify the Contract.

3. Services:

“Services” means the custom services described in an accepted Quote or Routine Synthesis Order. Each Quote or Routine Synthesis Order will identify, as applicable, the scope, materials, deliverables, specifications, price, estimated schedule, selected options, and known technical risks. For Routine Synthesis Services, the scope and specifications consist of the applicable website service description, service code, Customer-selected options, order details, CellMosaic’s order confirmation, and written project instructions accepted by CellMosaic. Unless the applicable Quote or Routine Synthesis Order expressly identifies the use of CellMosaic proprietary linker technology and incorporates a separate proprietary-technology addendum, the Services will be treated as general services using classical linkers or other nonrestricted technology. If a proprietary-technology addendum applies, it will control with respect to ownership, permitted use, licensing, and commercialization.

4. Customer Materials and Customer Data:

“Customer Materials” means proprietary materials supplied by or on behalf of Customer specifically for the Services. “Customer Data” means documentation, information, records, data, specimens, or other work product supplied by or on behalf of Customer. Customer retains ownership of Customer Materials and Customer Data. CellMosaic will use them only to perform the Services and will not provide them to a third party except to an approved subcontractor bound by written confidentiality and use restrictions at least as protective as the Contract. Customer represents that it has the right to provide the Customer Materials and Customer Data and authorize their use for the Services. Unless otherwise agreed, they are provided “as is,” without warranties of merchantability, fitness for a particular purpose, noninfringement, identity, purity, safety, or suitability. Customer shall provide available identity, purity, handling, safety, and storage information of Customer Materials requested by CellMosaic. CellMosaic may charge for required reanalysis, repurification, special handling, or third-party materials. Customer shall provide the amount of Customer Materials stated in the Quote or Routine Synthesis Order and, if repeat work becomes reasonably necessary, any additional amount agreed by the parties. Commercially available reagents, linkers, chemicals, consumables, columns, buffers, solvents, and other nonproprietary materials are not considered as Customer Materials merely because Customer paid for or supplied them.

5. Time Frame:

The Quote or Routine Synthesis Order will state the estimated schedule. All schedules and delivery dates are estimates for planning purposes and are not guaranteed. CellMosaic may reasonably adjust the schedule because of material availability, technical results, Customer delay, approved scope changes, carrier delay, or circumstances beyond CellMosaic’s reasonable control. CellMosaic will notify Customer of a material anticipated delay.

6. Changes and Cancellation:

Customer may request a change or cancellation in writing. No change or cancellation is effective until approved by CellMosaic in writing. CellMosaic will not charge a separate cancellation fee, but Customer shall pay for Services performed, materials acquired, and noncancelable commitments incurred through the effective date of an approved cancellation or change. CellMosaic may revise the price, schedule, specifications, and deliverables to reflect an approved change and may require a revised or additional Quote, Routine Synthesis Order, or other written order modification. If technical results, Customer Material properties, safety concerns, or legal restrictions make the requested work impracticable, CellMosaic may modify the proposed method or cancel the affected Services upon written notice. CellMosaic will refund any prepaid amount for Services not performed, less amounts properly due under this section.

7. Ownership of Intellectual Property:

(a) Customer Property: Customer retains all right, title, and interest in Customer Materials, Customer Data, and intellectual property owned or controlled by Customer before the Services or developed independently of the Services without use of CellMosaic Confidential Information (“Customer Background Technology”). Nothing in the Contract transfers Customer Background Technology to CellMosaic.

(b) Classical-Linker Deliverables and Results: This subsection applies only to general Services using classical linkers or other nonrestricted technology. Upon CellMosaic’s receipt of full payment, Customer will own the tangible final conjugates and other deliverables expressly identified in the Quote or Routine Synthesis Order and the project-specific characterization data generated for and delivered to Customer (collectively, “Results”). CellMosaic hereby assigns to Customer its right, title, and interest in such Results, excluding CellMosaic Background Technology and Process Information. Customer may use, further develop, manufacture, sell, license, or otherwise commercialize the Results for any lawful purpose, subject to applicable law and third-party rights. CellMosaic will execute reasonable documents needed to confirm the foregoing assignment at Customer’s expense. “Process Information” means detailed laboratory methods, intermediate process data, protocols, and know-how that are not expressly identified as deliverables in the Quote or Routine Synthesis Order.

(c) CellMosaic Property: CellMosaic retains all right, title, and interest in technology, inventions, methods, processes, protocols, know-how, software, templates, analytical techniques, and other intellectual property that: (i) existed before the Services; (ii) was developed independently of the Services without use of Customer Confidential Information; or (iii) constitutes a general improvement to CellMosaic’s platform, methods, or processes and does not disclose or embody Customer Background Technology (“CellMosaic Background Technology”). To the extent CellMosaic Background Technology is incorporated into a Result and is necessary for Customer to use or commercialize that Result, CellMosaic grants Customer a perpetual, worldwide, nonexclusive, royalty-free license to use that CellMosaic Background Technology solely as incorporated into the Result. This license does not permit Customer to reproduce, manufacture, reverse engineer, or separately exploit CellMosaic Background Technology. Ownership and use of Results produced with CellMosaic proprietary linker technology must be governed by a separate proprietary-technology addendum.

8. Mutual Confidentiality:

(a) CellMosaic’s Obligations: During the course of the performance of the service and after the termination or completion thereof, CellMosaic will treat all Customer Materials, Customer Data, any and all other information provided by the Customer, the Results, and this Contract (“Customer Confidential Information”) as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose any of the Customer Confidential Information for the purpose of providing the services, provided that such employees, consultants, and subcontractors are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein.  CellMosaic shall protect the Customer Confidential Information by using the same degree of care as CellMosaic uses to protect its own confidential information, but in any event no less than a reasonable degree of care.

(b) Customer’s Obligations: During the course of the service and after the termination or completion thereof, Customer will treat all CellMosaic Background Technology and all other nonpublic information disclosed by or on behalf of CellMosaic (“CellMosaic Confidential Information”) as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose any of CellMosaic Confidential Information, provided that such employees, consultants, and subcontractors are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein. The Customer shall protect CellMosaic Confidential Information by using the same degree of care as the Customer uses to protect its own confidential information, but in any event no less than a reasonable degree of care.

(c) Identification and Party Designations: Customer Confidential Information and CellMosaic Confidential Information are collectively referred to as “Confidential Information.” Confidential Information includes information that: (i) is marked or identified as “Confidential” at the time of disclosure; or (ii) reasonably should be understood to be confidential based on the nature of the information and the circumstances of its disclosure. The party disclosing Confidential Information is the “Disclosing Party,” and the party receiving it is the “Receiving Party.”

(d) Exceptions: The Receiving Party’s confidentiality and use obligations do not apply to information that the Receiving Party can demonstrate: (i) was lawfully known to the Receiving Party without an obligation of confidentiality before disclosure by the Disclosing Party; (ii) is or becomes publicly available through no breach of the Contract by the Receiving Party; (iii) is lawfully received from a third party without an obligation of confidentiality; (iv) is required to be disclosed pursuant to applicable law or an enforceable order of a court or governmental authority, subject to subsection (e); or (v) is independently developed by or for the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

(e) Required Disclosure: If the Receiving Party is required by applicable law or an enforceable order of a court or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted: (i) promptly notify the Disclosing Party; (ii) reasonably cooperate, at the Disclosing Party’s expense, with any effort to obtain a protective order or other appropriate remedy; (iii) disclose only the portion of the Confidential Information legally required to be disclosed; and (iv) use reasonable efforts to obtain confidential treatment for the disclosed information

9. Pricing and Taxes:

For Quote-based Services, the Quote will state a fixed or estimated price. For Routine Synthesis Services, the price will be the price shown in the Customer’s website order summary for the selected service and options when the order is submitted, subject to CellMosaic’s right under Section 2 to correct a pricing or clerical error before accepting the order. Work outside the scope of an accepted Quote or Routine Synthesis Order requires the Customer’s written approval and may be covered by a revised or additional Quote or other written order modification. Unless expressly stated otherwise, prices exclude shipping, handling, insurance, special packaging, and all sales, use, excise, value-added, goods and services, withholding, customs, import, and similar taxes, duties, levies, and governmental charges. The Customer is responsible for those amounts, except taxes imposed on CellMosaic’s net income. A Customer claiming a tax exemption must provide a valid exemption certificate before invoicing. If applicable law requires the Customer to deduct or withhold tax from a payment, the Customer shall increase the payment so that CellMosaic receives the amount it would have received without the deduction or withholding, except for taxes imposed on CellMosaic’s net income.

10. Deliverables:

For Quote-based Services, the Quote will identify the deliverables and any applicable acceptance specifications. For Routine Synthesis Services, the deliverables and applicable acceptance specifications will be those expressly stated on the applicable service page in effect when the Customer submits the order, together with the Customer’s selected options, CellMosaic’s order confirmation, and any written project instructions accepted by CellMosaic. A deliverable may include a final conjugate, other tangible material, analytical data, a Certificate of Analysis, or a report. Unless expressly identified as a deliverable in the applicable Quote or Routine Synthesis Order, intermediate materials, detailed Process Information, raw instrument files, methods, and development records are not deliverables. Quantities, purity, yield, analytical testing, and other acceptance criteria are governed solely by the specifications expressly stated in the applicable Quote or Routine Synthesis Order.

11. Reporting and Records:

For Quote-based Services, standard reporting includes only the information identified in the applicable Quote. For Routine Synthesis Services, standard reporting includes only the information identified on the applicable service page, in the Customer’s selected options, or in CellMosaic’s order confirmation. Additional reports, data compilation, meetings, regulatory-support documentation, or other reporting outside the applicable Quote or Routine Synthesis Order require CellMosaic’s written approval and may result in additional charges approved by the Customer. The Customer owns delivered project-specific Results as provided in Section 7. CellMosaic may exclude from reports and other deliverables any CellMosaic Background Technology, Process Information, trade secrets, raw instrument files, development records, and information not expressly identified as a deliverable in the applicable Quote or Routine Synthesis Order. Unless the applicable Quote or Routine Synthesis Order states otherwise, CellMosaic may retain electronic Results and customary service records for five (5) years after completion of the Services. CellMosaic may destroy remaining Customer Materials and intermediate materials sixty (60) days after completion unless the Customer timely requests their return, continued storage at the Customer’s expense, or lawful disposal. The Customer is responsible for return, storage, transfer, and shipping costs unless otherwise stated in the applicable Quote or Routine Synthesis Order.

12. Meeting Support and Consulting:

General participation in meetings by telephone or videoconference for project-related discussions will not be charged (unless the duration of such meeting/consulting time becomes significant; more than two (2) hours in any week). Consultation and visits to third-party sites will be charged at an hourly rate based on participation time, plus any reasonable travel-related expenses incurred by CellMosaic.

13. Payments:

(a) Payment Terms: Routine Synthesis Services ordered through the website must be paid in full when the order is submitted unless CellMosaic approves payment by purchase order or other payment terms in writing. If CellMosaic rejects or cancels a Routine Synthesis order before acceptance, CellMosaic will refund any amount prepaid for that order. For Quote-based Services, invoiced amounts are due within thirty (30) days after the Customer’s receipt of the invoice unless CellMosaic agrees otherwise in writing. CellMosaic may require full or partial prepayment based on project size, material commitments, international shipment, Customer credit, or payment history. A thirty percent (30%) prepayment is required for a project exceeding $15,000 unless the applicable Quote states otherwise. All payments must be made in U.S. dollars without setoff or deduction, except for any withholding required by applicable law and addressed under Section 9. If an undisputed amount is not paid when due, CellMosaic may charge: (i) a one-time late administrative fee of fifty dollars ($50) per overdue invoice, intended to reimburse CellMosaic for reasonable administrative costs resulting from the late payment; and (ii) simple interest on the unpaid amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. The Customer shall reimburse CellMosaic for reasonable costs and expenses, including reasonable attorneys’ fees, incurred in collecting overdue amounts. CellMosaic may suspend Services or shipment if the Customer has overdue amounts or if CellMosaic reasonably determines that the Customer’s financial condition or payment history creates a risk of nonpayment.

(b) Invoice Disputes and Service Remedy: Customer shall notify CellMosaic promptly in writing of a good-faith invoice dispute and timely pay all undisputed amounts. Claims that Services were improperly performed or a deliverable failed to meet an express specification will be handled exclusively under Section 16. CellMosaic is not responsible for the value or replacement cost of Customer Materials or third-party materials unless loss resulted directly from CellMosaic’s gross negligence or willful misconduct.

(c) Starting Materials: If starting-material costs exceed $1,000, CellMosaic may require nonrefundable prepayment of those costs before ordering the materials. Customer is also responsible for noncancelable third-party commitments identified in the applicable Quote or Routine Synthesis Order or otherwise approved by Customer in writing.

14. Shipping, Inspection, and Export Compliance:

Unless agreed otherwise in writing, CellMosaic will arrange shipment using a carrier selected by CellMosaic or requested by Customer. Title to and risk of loss for each deliverable pass to Customer when CellMosaic delivers it to the carrier at CellMosaic’s shipping facility, subject to CellMosaic’s right to payment. Customer is responsible for shipping, handling, special packaging, insurance, duties, brokerage, taxes, and import charges. Unless Customer requests and pays for additional insurance before shipment, coverage is limited to the carrier’s standard coverage, generally $100. Customer is responsible for carrier or insurer claims, and CellMosaic will provide reasonable assistance. Customer shall inspect promptly and report visible damage, shortage, incorrect shipment, or suspected temperature excursion within two (2) business days, and concealed transit damage within ten (10) business days after discovery. Customer shall preserve the deliverable and packaging and provide photographs, tracking information, and available temperature data. Failure to report a reasonably discoverable shipping issue within the applicable period constitutes acceptance as to that condition but does not waive a timely latent-defect or warranty claim. International shipments are subject to availability and applicable law. Customer is the importer of record unless otherwise agreed and shall provide accurate purchaser, consignee, end-user, destination, and end-use information and obtain required import or export authorizations. Customer shall comply with applicable export-control, sanctions, customs, antiboycott, and import laws and shall not transfer or use a deliverable for a prohibited destination, recipient, or end use, including prohibited chemical, biological, nuclear, missile, weapons, or proliferation-related activities. CellMosaic may delay, suspend, reject, or cancel a transaction presenting a legal or compliance risk without liability for the resulting delay or cancellation.

15. Use of Names.

Neither party shall use the other party’s name or the names of its employees in any advertising, sales or promotional material, or in any publication without the prior written consent of such other party.

16. Limited Warranty:

CellMosaic warrants that it will perform the Services using due care consistent with the accepted Quote or Routine Synthesis Order and generally prevailing industry standards and that, at shipment, each deliverable will conform to the express acceptance specifications stated in the Quote or Routine Synthesis Order. The warranty does not apply to a deliverable that has been improperly stored, handled, transported, used, contaminated, altered, or used after its applicable expiration or retest date. Customer must notify CellMosaic of an alleged breach within thirty (30) days after receipt and comply with CellMosaic’s inspection, testing, return, or disposal instructions. If CellMosaic confirms a breach, CellMosaic will, at its option, reperform the affected Services, replace the affected deliverable, or refund the amount paid for the affected Services. This is Customer’s sole and exclusive remedy. Because custom synthesis and bioconjugation involve technical uncertainty, CellMosaic does not guarantee feasibility, yield, stability, biological activity, fitness for Customer’s intended application, or successful achievement of a result not expressly stated as an acceptance specification. EXCEPT AS EXPRESSLY PROVIDED, CELLMOSAIC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

17. Research Use Only; Non-GMP Services:

Unless the applicable Quote or Routine Synthesis Order and a separate quality agreement expressly state otherwise, the Services and deliverables are research-grade, non-GMP, and for Research Use Only. They are not intended or approved for clinical diagnosis, patient management, human or veterinary therapeutic use, food, beverages, cosmetics, household products, or administration to humans or animals. Customer may conduct lawful research and development and may further develop or commercialize Results from classical-linker or other nonrestricted Services, but Customer is solely responsible for validation, regulatory approval, manufacturing controls, and compliance required for any subsequent regulated or commercial use. Deliverables must be handled by qualified personnel using appropriate facilities, safety practices, and applicable documentation.

18. Indemnification:

Customer shall defend, indemnify, and hold harmless CellMosaic and its officers, directors, employees, and agents from third-party claims and governmental investigations or proceedings, and associated damages, liabilities, fines, costs, and reasonable attorneys’ fees to the extent arising from: (i) Customer Materials, Customer Data, or instructions infringing or misappropriating third-party rights; (ii) Customer’s use, manufacture, sale, transfer, storage, handling, or disposal of Results or deliverables; (iii) Customer’s breach of the Contract or applicable law; or (iv) Customer’s negligence or willful misconduct. This obligation does not apply to the extent a claim results from CellMosaic’s gross negligence or willful misconduct. CellMosaic shall promptly notify Customer of a covered claim, permit Customer to control the defense and settlement, and provide reasonable cooperation at Customer’s expense; provided that Customer may not settle a claim in a manner admitting fault by or imposing nonmonetary obligations on CellMosaic without CellMosaic’s written consent.

19. Termination:

(a) Termination for Convenience: Either party may terminate uncompleted Services upon five (5) business days’ written notice, subject to the payment and disposition obligations below.

(b) Effect of Termination: If Customer terminates Services, or CellMosaic terminates because of Customer’s breach, Customer shall pay for Services performed, materials acquired, and noncancelable commitments incurred through the effective date. If CellMosaic terminates Services for convenience and not because of Customer’s breach, CellMosaic will refund any prepaid amounts for Services not performed, after deducting amounts properly due for Services performed and materials or commitments incurred for the project. Upon payment of amounts due, CellMosaic will deliver completed deliverables and available Results identified in the applicable Quote or Routine Synthesis Order, subject to applicable safety and legal restrictions. CellMosaic may return, store at Customer’s expense, or lawfully dispose of Customer Materials as directed by Customer.

(c) Termination for Breach: Either party may terminate affected Services if the other materially breaches the Contract and fails to cure the breach within ten (10) days after written notice. CellMosaic may suspend or terminate immediately for nonpayment, unsafe conditions, unlawful instructions, export or sanctions concerns, or material misrepresentation concerning Customer Materials or intended use.

(d) Survival: Provisions concerning accrued payment obligations, ownership, licenses, confidentiality, reporting and records, indemnification, warranty disclaimers, limitation of liability, governing law, and other provisions that by their nature should survive will survive completion or termination.

20. Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLMOSAIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, RESEARCH, USE, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE SERVICES, A DELIVERABLE, A QUOTE, A ROUTINE SYNTHESIS ORDER, OR THE CONTRACT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CELLMOSAIC WAS ADVISED OF THEIR POSSIBILITY. CELLMOSAIC’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A PARTICULAR QUOTE OR ROUTINE SYNTHESIS ORDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES UNDER THE QUOTE OR ROUTINE SYNTHESIS ORDER GIVING RISE TO THE CLAIM. These exclusions and limitations apply regardless of legal theory, including contract, warranty, tort, negligence, strict liability, or statute, and notwithstanding the failure of any limited or exclusive remedy to achieve its essential purpose. They do not apply to CellMosaic’s fraud, gross negligence, or willful misconduct, or to liability that cannot lawfully be excluded or limited.

21. Miscellaneous:

(a) Force Majeure: Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including material or supply shortages; supplier, subcontractor, or carrier failure; transportation disruption; severe weather or natural disaster; fire; flood; epidemic or pandemic; war; terrorism; civil unrest; labor dispute; governmental action; change in law; export, import, or sanctions restriction; equipment failure; or utility or telecommunications interruption. The affected party shall provide reasonable notice, and the schedule will be extended for a reasonable period. CellMosaic may cancel affected Services if performance becomes impracticable and refund prepaid amounts for unperformed Services after deducting amounts properly due.

(b) Relationship of the Parties: The relationship of the parties is that of independent contractors, and nothing herein shall be construed as establishing one party, its affiliates, or any of its or their employees as the agent, legal representative, joint venture, partner, employee, or servant of the other party or its affiliates. Neither party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other party or its affiliates.

(c) Severability: If any part, term, or provision herein is determined to be invalid or unenforceable, the remainder of the terms and conditions herein shall not be affected and shall otherwise remain in full force and effect.

(d) Governing Law; Forum; Jury Waiver: The Contract and disputes arising from it are governed by Massachusetts law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party consents to the exclusive jurisdiction of state and federal courts located in Massachusetts and waives objections based on venue or inconvenient forum. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

(e) Assignment: Customer may not assign a Quote, a Routine Synthesis Order, or its rights or obligations under the Contract without CellMosaic’s prior written consent. CellMosaic may assign the Contract to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of the applicable business or assets.

(f) Entire Agreement; No Third-Party Beneficiaries: The Contract constitutes the entire agreement concerning its subject matter and supersedes prior or contemporaneous communications. Except for persons expressly protected by indemnification or limitation-of-liability provisions, the Contract creates no rights in a third party.

(g) Amendments; Waiver: No amendment is effective unless in writing and signed by authorized representatives of both parties. No waiver is effective unless in writing and signed by an authorized representative of the party granting it. Failure or delay in enforcement is not a waiver.

(h) Notices; Electronic Communications: Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the addresses in the applicable Quote, Routine Synthesis Order, or later designated in writing. Routine project communications may be sent by email. Electronic orders, acceptances, signatures, acknowledgments, and records have the same effect as paper equivalents to the extent permitted by law. Section headings are for convenience only and do not affect interpretation.