Precision Cell Systems, Inc ("PCS"), Terms and Conditions of Sale

1.Acceptance. PCS's offer to sell product(s) and/or provide services to Buyer is expressly

conditioned upon Buyer's acceptance of these terms and conditions. Any of the following

constitutes Buyer's unqualified acceptance of these terms and conditions: (i) written

acknowledgement of these terms and conditions; (ii) issuance or assignment of a purchase order

for the product(s) or services, (iii) acceptance of any shipment or delivery of product(s) or provision

of services, (iv) payment for any of the product(s); or (v) any other act or expression of acceptance

by Buyer. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDE ANY

CONFLICTING TERMS CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR

INSTRUMENT SUBMITTED BY BUYER UNLESS EXPRESSLY AGREED TO IN WRITING BY PCS.

2.Prices, Taxes and Payment. PCS reserves the right to change the prices and specifications of its

products or services at any time without notice, unless otherwise explicitly specified in a written

customer quote. Any tax, duty, custom or other fee of any nature imposed upon this transaction by

any governmental or quasi-governmental authority shall be paid by Buyer in addition to the price

quoted or invoiced. In the event PCS is required to prepay any such tax, Buyer will fully reimburse

PCS for such tax prepayment. Payment terms shall be net 30 days after shipment by PCS,

except that Payment made by Credit Card must be made at time of order placement by Buyer

and is limited to orders with a total order value equal to or less than ten thousand dollars

($10,000 - US). PCS reserves the right to charge a late fee to invoices outstanding beyond 30 days

after shipment. Interest on all sums due and unpaid after due date shall run at the maximum rate

permitted by applicable law until payment is received. In addition, PCS reserves the right to require

C.O.D. payment terms from any Buyer whose account is overdue for a period of more than 60 days

or who has an unsatisfactory credit or payment record, as determined by PCS in its sole discretion.

PCS may also refuse to sell to Buyer until each overdue account of Buyer and all of its affiliates are

paid in full. Buyer is responsible for all of PCS’s collection costs on Buyer’s past due accounts.

3.Delivery and Shipment. PCS will make every effort to ship the products or provide the services

hereunder in accordance with the requested delivery date, provided that PCS accepts no liability

for any losses or for damages arising out of delays in delivery. All delivery dates are estimates and

the time of delivery shall not be of the essence. PCS shall be entitled to deliver the products in

installments. Shipment of all products shall be Ex Works (EXW) point of distribution by PCS

(INCOTERMS 2010); identification of the products shall occur when they leave PCS's point of

distribution, at which time title and risk of loss shall pass to Buyer. Except as otherwise agreed,

method of transportation will be per PCS’s policy. All shipment costs shall be paid by Buyer and if

prepaid by PCS, the amount thereof shall be reimbursed to PCS.

4.Custom Made-To-Order Products. PCS may define certain products as Custom Made-To-

Order("CMO"). Buyer must provide PCS with product specifications prior to the start of

manufacturing a CMO product. PCS and Buyer shall agree to all production and testing techniques

prior to the start of manufacturing a CMO product. Buyer must provide a Purchase Order detailing

product and delivery schedule for reserved product. Buyer shall purchase the entire lot of the CMO

without regard to volume. Purchase Orders for a CMO product(s) are not cancellable.

5. Inspection. Buyer shall be responsible for inspecting all products shipped hereunder prior to

acceptance, provided, that if Buyer shall not have given PCS written notice of rejection fully

specifying and documenting the reasons thereof within 5 days following shipment to Buyer, the

products shall be deemed to have been accepted by Buyer. PCS may, on Buyer’s premises, inspect

any hazardous products claimed not to conform. In the alternative, any claimed non-conformance

may be confirmed through analysis by a third-party laboratory reasonably acceptable to both

parties and within a reasonable time frame. If, as a result of said analysis, non-conformance is

confirmed, the cost for said analysis shall be paid by PCS; otherwise Buyer shall pay for said

analysis.

6. PCS’s Standard Warranty and Limitation of Liability. PCS warrants that its products will meet

their applicable published specifications when used in accordance with their applicable

instructions for a period of one year from shipment of the products or, in the case of research

products or chemicals, at the time of shipment or for the expressly stated duration. This warranty

does not extend to any product which has been subjected to misuse, neglect, or to use in violation

of instructions furnished by PCS.

PCS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS

WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

The warranty provided herein and the data, specifications and descriptions of PCS products

appearing in PCS’s published catalogues and product literature may not be altered except by

express written agreement signed by an officer of PCS. Representations, oral or written, which are

inconsistent with this warranty or such publications are not authorized and if given, should not be

relied upon. In the event of a breach of the foregoing product warranty, PCS’s sole obligation shall

be to repair or replace, at its option, the applicable product or part thereof, provided the customer

notifies PCS promptly of any such breach. If after exercising reasonable efforts, PCS is unable to

repair or replace the product or part, then PCS shall refund to the customer all monies paid for

such applicable product or part. PCS warrants that it shall provide services in a professional and

workmanlike manner and that it will attempt in good faith to perform the services to Customer’s

reasonable satisfaction. PCS MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED. If PCS

breaches this warranty, then Customer shall be entitled to a refund of up to the amount paid for

such services. The above represents Customer’s sole remedy for breach of this services warranty.

Buyer assumes all risk and liability for loss, damage or injury to persons or to property of Buyer or

others arising out of the presence or use of the products or PCS’s provision of services. Except as

expressly provided otherwise herein, PCS shall not indemnify nor be liable to Buyer, Buyer’s

customers, successors, or to any person or entity for any claims, damages or losses arising out of

the sale or use of products or the provision of services, where liability is premised upon any theory

including, but not limited to, warranty, negligence or strict liability. PCS SHALL NOT IN ANY EVENT

BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SPECIAL

DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR

SERVICES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN

PROGRESS, LOSS OF REVENUE OR PROFITS, OR ANY LIABILITY OF BUYER TO A THIRD PARTY.

THE TOTAL LIABILITY OF PCS UNDER THESE TERMS AND CONDITIONS OF SALE

SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES INVOLVED. All

claims must be brought within one (1) year of delivery, regardless of their nature.

7. Authorized Use. BUYER ACKNOWLEDGES THAT THERE ARE HAZARDS ASSOCIATED WITH

THE USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH HAZARDS, AND THAT IT IS THE

RESPONSIBILITY OF BUYER TO WARN AND PROTECT ALL THOSE EXPOSED TO SUCH

HAZARDS. The purchase of PCS products conveys to Buyer a non-transferable right to use the

purchased product(s) in compliance with the intended use statement listed on the product data or

product information that accompanies each product. Each product also may be accompanied by

limited use information or limited use label licenses. Unless otherwise expressly stated in product

data or product documentation sheets, PCS products have not been tested for safety or efficacy.

In the event of resale of product by Buyer, and where PCS has affixed warnings on the exterior of

potentially dangerous products, Buyer is prohibited from changing, deleting, or obscuring such

warnings in any way unless Buyer shall suitably reproduce the same warnings on the packaging.

The foregoing shall not preclude Buyer from adding any additional warnings or disclaimers as may

be appropriate and/or required by law as a condition to Buyer’s resale or use of the products. As

stated in the documentation accompanying the product(s), certain products are intended For

Research Use Only. Not for use in diagnostic procedures. The products are not to be used for

any other purpose, which includes but is not limited to, unauthorized commercial uses, in vitro

diagnostic uses, ex vivo or in vivo therapeutic uses or any type of consumption or application to

humans or animals. Buyer shall at all times be solely responsible for: obtaining any necessary

intellectual property permission, compliance with any and all applicable regulatory requirements,

and conducting all necessary testing prior to use of product(s) purchased from PCS. Buyer shall

indemnify and hold PCS, its corporate affiliates and any entity under majority control of PCS

Technologies, agents, employees, and representatives, harmless from and against any and all

claims, damages, losses, costs or expenses (including attorney’s fees), arising in connection with

Buyer’s sale or use of the products, including Buyer’s breach of the covenants and representations

contained in these Terms and Conditions of Sale, or arising from the negligence, recklessness or

misconduct of Buyer.

8. Returned Goods. Buyer may not cancel any order without PCS’s written consent. No products

shipped under this contract may be returned without the express prior written authorization of PCS

and all products must be returned with PCS’s approved Product Return Authorization form. Title to

the returned products shall pass to PCS upon delivery of the products to PCS’s facilities. The

products shall be returned in their original containers with the original PCS label affixed and

unaltered in form and content. Where applicable, Buyer agrees to provide PCS with interim

product temperature and other appropriate storage documentation and to package products with

proper refrigerant to maintain required temperatures during transit. No returns will be authorized

after 120 days following shipment to Buyer.

9. Technical Advice. PCS may, at Buyer's request, furnish technical assistance, advice and

information with respect to the products, if and to the extent that such advice, assistance or

information is conveniently available. It is expressly agreed, however, that PCS is under no

obligation to provide such technical assistance and/or information. To the extent that such

technical assistance and/or information is provided to Buyer, the disclaimers and limitations of

liability contained herein shall be applicable.

10. Agents, etc. No agent, employee or other representative has the right to modify or expand

PCS's standard warranty applicable to the products or services to make any representations as to

the products other than those set forth in PCS's product literature and any such affirmation,

representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of

this contract.

11. No Assignment. Orders are not assignable or transferable, in whole or in part, without the

express written consent of PCS.

12. Typographical Errors. Stenographical, clerical or computer errors on the face of any PCS

invoice shall be subject to correction by PCS.

13. Third Parties. Nothing in this document is intended to create any rights in third parties against

PCS.

14. Fair Labor Standards. PCS represents that the products or services provided hereunder were

produced and/or performed in compliance with the requirements of all sections of the Fair Labor

Standard Act of 1938, as amended.

15. Equal Employment Opportunity. PCS is an Equal Opportunity Employer. It does not

discriminate in any phase of the employment process against any person because of race, color,

creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status.

16. Modification, Waiver of Breach. This contract may be modified and any breach hereunder may

be waived only by a writing signed by the party against whom enforcement thereof is sought. The

waiver by either party at any time to require performance by the other of any provision of these

Terms and Conditions shall not operate as a waiver of such provision at any other time.

17. Governing Law. This contract shall be governed by and construed in accordance with the laws

(other than those relating to conflict of laws questions) of the state of California.

18. Arbitration. Any and all disputes or controversies arising under, out of or in connection with this

contract or the sale or performance of the products or services, except for collection matters, shall

be resolved by final and binding arbitration in Livermore, CA under the rules of the American

Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from

or modify any of the terms or conditions of this contract. Any award rendered in such arbitration

may be enforced by either party in either the courts of the state of California or in the United States

District Court in Livermore CA, to whose jurisdiction for such purposes PCS and Buyer each hereby

irrevocably consents and submits.

19. WEEE Directive. Buyer hereby agrees to bear any costs and conduct any required operations

associated with the environmentally sound management of waste resulting from the products in

accordance with all provisions, including any specific conditions, laid down by any national

legislation, including legislation relating to electrical and electronic waste. Should Buyer be a

distributor or the end user, for any disposal of used product support, please contact a local PCS

representative.

20. Compliance with Foreign Corrupt Practices Act. Buyer acknowledges that PCS is a United

States corporation and, as such, is subject to the provisions of the Foreign Corrupt Practices Act of

1977 of the United States of America, 91 Statutes at Large, Sections 1495 et seq., which prohibits

the making of corrupt payments (the “FCPA”). Under the FCPA, it is unlawful to pay or to offer to

pay anything of value to foreign government officials, or employees, or political parties or

candidates, or to persons or entities who will offer or give such payments to any of the foregoing in

order to obtain or retain business or to secure an improper commercial advantage. Buyer further

acknowledges that it is familiar with the provisions of the FCPA and hereby agrees that it shall take

or permit no action which will either constitute a violation under, or cause PCS to be in violation of,

the provisions of the FCPA.

21. Compliance with Export Restrictions. Buyer acknowledges that the merchandise covered by

this contract is subject to the export control laws of the country from which shipment is made, as

well as possibly those of the United States. Buyer further acknowledges that, depending on the

product, its country of destination, its end use, and the identity of the parties to the transaction,

such laws may require Buyer, either for the further transfer of the product being exported to it by

PCS, or for the transfer of any item into which Buyer may incorporate such product, to seek and

obtain export licenses/authorizations issued pursuant to those laws. Where Buyer reexports the

merchandise in question, it is the legally responsible party for determining its correct export

classification, and for obtaining any necessary export licenses/authorizations, as a courtesy, to aid

Buyer in ascertaining the export classification and the potential applicability of U.S. export control

laws, on its invoice, PCS shall provide Buyer (i) with what it believes is the correct classification,

under local and U.S. laws, of the product being shipped and (ii) a statement as to the country of

origin of the product. Buyer agrees to hold PCS harmless from any and all liabilities or costs

incurred by PCS or its affiliates for any reason arising from or in connection with any export, import,

regulatory, governmental or treaty violations in any jurisdiction, incurred intentionally or

unintentionally.

22. Force Majeure. Neither party hereto shall be in default in the performance of its obligations

hereunder (other than its obligation to make any payment of money hereunder), or be liable in

damages or otherwise for any failure or delay in performance which is due to causes beyond its

reasonable control. Either party affected by such an event shall promptly give notice to the other,

stating the nature of the event, its anticipated duration and action being taken to avoid or minimize

its effect. Neither party hereto shall be required to grant any demand or request to bring to an end

any strike or other concerted act of workmen. If, at Buyer’s request or for any reason for which

Buyer is responsible, the production or shipment of products is delayed, PCS may immediately

invoice Buyer for the products produced, and costs and expenses incurred up to the time of the

delay.

23. Publicity. Any marketing, promotion or other publicity material, whether written or in electronic

form, that refers to PCS, its affiliates, their products, or to these Terms and Conditions of Sale must

be approved by PCS prior to its use or release.

24. Proprietary Rights. PCS, or its affiliates, is the owners of certain proprietary brand names,

trademarks, trade names, logos and other intellectual property. Except as otherwise expressly

permitted by PCS, no use of PCS’s or its affiliates’ brand names, trademarks, trade names, logos or

other intellectual property is permitted, nor the adoption, use or registration of any words, phrases

or symbols so nearly resembling any of PCS's or its affiliates’ brand names, trademarks, trade

names, logos or other intellectual property as to be likely to lead to confusion or uncertainty, or to

impair or infringe the same in any manner, or to imply any endorsement by PCS of another entity’s

products or services.

25. Severability. If any provision of these terms and conditions is held illegal, invalid, inapplicable

or unenforceable, such provision shall be deemed severed from these terms and conditions, the

remainder of which shall remain in full force and effect.

26. Entire Agreement. These Terms and Conditions of Sale shall constitute the final, complete, and

exclusive statement of the terms of the agreement between the parties pertaining to the sale of

PCS products and the provision of PCS services and supersedes all prior and contemporaneous

understandings or agreements of the parties.