TERMS AND CONDITIONS

These Standard Terms and Conditions, together with the applicable Statement of Work (“SOW”), constitute the entire agreement between Xcellon Biologics LLC (“Xcellon”) and you, the Customer, with respect to the Services described therein and supersede all prior discussions or agreements relating to the Project. The exception to this is the Confidentiality Agreement between both Parties signed.

1. Services

Xcellon shall perform the services described in the SOW using commercially reasonable efforts and in accordance with applicable law and industry standards. Xcellon shall notify Customer if it determines that performance of the Services is likely to be substantially delayed or is not scientifically or technically feasible. Xcellon may use its Affiliates as subcontractors in the performance of the Services and shall remain responsible for their performance.

Any changes to the scope, cost, or timing of the Services shall be agreed in writing by both parties prior to implementation. Xcellon shall maintain appropriate records documenting the work performed and results achieved in a manner consistent with good scientific practice.

2. Fees and Payment

Customer shall pay Xcellon the fees set forth in the SOW. Xcellon shall invoice in accordance with the payment schedule specified therein. All undisputed invoices shall be payable within thirty (30) days of receipt (“Due Date”). Late payments may accrue interest at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by law, whichever is less, on the outstanding balance from the Due Date until paid in full. Customer shall be responsible for all sales, use, value added, or similar taxes applicable to the Services, other than taxes based on Xcellon’s income. If any invoice remains unpaid for more than fifteen (15) days after the Due Date, Xcellon may, in addition to any other rights or remedies: (i) suspend performance of Services under the applicable SOW until all outstanding amounts are paid in full, and/or (ii) terminate the SOW in accordance with Section 3. Any suspension of Services due to Customer’s non-payment shall not relieve Customer of its payment obligations for Services already performed or costs already incurred, and shall extend all project timelines and delivery dates by the duration of the suspension.

3. Term and Termination

Either party may terminate the SOW for material breach upon thirty (30) days written notice and opportunity to cure. Customer may terminate the SOW for convenience upon thirty (30) days written notice. Xcellon may terminate the SOW upon written notice if it reasonably determines that completion of the Project is not scientifically or technically feasible. Upon termination, Customer shall pay Xcellon for all reasonable Services performed and costs incurred through the effective date of termination.

4. Transfer of Customer Materials

Customer agrees to provide to Xcellon on a non-exclusive basis Customer Materials and Customer Information. For purposes of this Agreement, the term “Customer Materials” shall mean the materials provided by Customer and any and all progeny, analogs, derivatives, complexes, compositions, or subunits thereof, and all associated information and technology related thereto and “Customer Information” shall mean any information provided to Xcellon in pursuit of services from Xcellon that are entered into the Xcellon website or provided in oral or written form to Xcellon in the course of requesting or executing services from Xcellon. Customer retains all right, title, and interest in such materials. Xcellon shall use Customer Materials and Customer Information solely for the purpose of performing the Services and shall handle, store, and dispose of such materials using reasonable care and in accordance with applicable law. All Customer Materials are provided “as is” without any warranties, express or implied. Upon Customer’s request, unused materials shall be returned or disposed of at Customer’s election.

5. Confidentiality

Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential. The receiving party shall use such Confidential Information solely for purposes of performing its obligations under the SOW and shall not disclose such information to any third party except to its employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed without use of the Confidential Information, or lawfully obtained from a third party without restriction. Confidentiality obligations shall survive for five (5) years following termination of the SOW, except with respect to trade secrets, which shall remain protected for so long as they remain trade secrets.

6. Intellectual Property

a) All inventions (whether patentable or not), patents, know-how, trademarks, information, data, writings and other property in any form whatsoever, or improvements upon, which were owned or controlled by Xcellon (“Xcellon Background Intellectual Property”) or Customer (“Customer Background Intellectual Property”) prior to the Effective Date of this Agreement, or were or are subsequently developed independent from this Agreement, shall remain the property of such party. Except for Xcellon Background Intellectual Property, Xcellon hereby irrevocably assigns to Customer all right, title, and interest in inventions, discoveries, data, and deliverables generated in the performance of the Services (“Customer Inventions”). For clarity, any inventions, improvements, works of authorship, mask works, ideas or information derived from Customer’s Background Intellectual Property as defined in Exhibit A belongs to Customer and not Xcellon.

To the extent Xcellon incorporates any Xcellon Background Intellectual Property into Customer Inventions, Xcellon grants Customer a nonexclusive, royalty free, perpetual, irrevocable, transferable, worldwide license, with the right to sublicense, to use such intellectual property solely in connection with exploitation of the Customer Inventions.

Notwithstanding the foregoing, Xcellon may use anonymized and aggregated data derived from the performance of the Services solely for internal statistical analysis and process improvement purposes, provided such use does not disclose Customer Confidential Information or enable identification of Customer, its materials, or the Service Inventions.

7. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform this agreement and that its performance does not violate any agreement or obligation to any third party. Xcellon represents that it has all necessary licenses and authorizations required to perform the Services. Xcellon makes no warranty regarding the success of any scientific research or achievement of any particular result.

8. Indemnification

Xcellon shall indemnify, defend, and hold harmless Customer from third party claims arising out of (i) Xcellon’s material breach of this agreement or (ii) the gross negligence or willful misconduct of Xcellon. Customer shall indemnify, defend, and hold harmless Xcellon from third party claims arising out of (i) Customer’s use of the deliverables, (ii) Customer’s materials, or (iii) Customer’s material breach of this agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of such claim, provided that no settlement admitting liability on behalf of the indemnified party shall be made without the indemnified party’s prior written consent.

Notwithstanding anything to the contrary herein, the maximum aggregate liability of Xcellon under this Section 8 shall not exceed the total fees paid or payable to Xcellon under the applicable SOW. This limitation shall not apply to claims arising from Xcellon’s willful misconduct or breach of confidentiality obligations.

9. Disclaimer and Limitation of Liability

Except as expressly set forth herein, neither party makes any warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose. Neither party shall be liable for any indirect, incidental, special, or consequential damages. Except for indemnification obligations or breach of confidentiality, the maximum aggregate liability of either party shall not exceed the fees paid to Xcellon under the applicable SOW.

10. Independent Contractor

The parties are independent contractors and nothing herein shall be deemed to create any partnership, joint venture, or agency relationship.

11. Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

12. Force Majeure

Neither party shall be liable for delays or failure to perform (except payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, pandemics, war, government actions, or supply failures. The affected party shall promptly notify the other party and use reasonable efforts to resume performance. Either party may terminate if the event prevents performance for more than sixty (60) days, with Customer paying for all Services performed through termination.

13. Entire Agreement

The SOW and these Standard Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements or understandings relating thereto.

Terms and Conditions 5.28.2026