General Terms & Conditions of Sale

1. Definitions

1.1 For the purposes of these General Terms and Conditions:

“QUANTOOM BIOSCIENCES” means the commercial name under which the company PHOENIX BIOSCIENCES SA operates. Any reference to QUANTOOM BIOSCIENCES shall mean a reference to the legal entity PHOENIX BIOSCIENCES SA, with registered seat at rue de la Maîtrise, 11, 1400 Nivelles, Belgium, registered under company register nr. 1027 640 071 (Commercial register of Brabant Wallon).

“Confidential Information” means any Information that a reasonable person would conclude the disclosure of which was intended as confidential (based on marking or other circumstances around the disclosure), including, but not limited to, the terms of any applicable Quotation or Purchase Order, any Information related to the Goods and any Intellectual Property Rights relating to QUANTOOM BIOSCIENCES or the Recipient.

“Recipient” means any legal entity or natural person, as well as their agents or representatives, which has purchased, leased or rented or intends to purchase, lease or rent Goods (as defined below) from QUANTOOM BIOSCIENCES.

“Information” shall mean any and all scientific, technical, business or other information, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, patents, patent applications, copyrighted materials, marketing plans, customer names and other technical, financial or commercial information, practical experience, materials, including without limitation any and all information, data, documents, prototype, products, samples, equipment concerning the research, development, studies, specifications, formulae or the like and derivatives, and portions or copies thereof, whether patentable or not, and whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium.

“Goods” means any product (including spare parts) sold, leased or rented or otherwise supplied by QUANTOOM BIOSCIENCES to the Recipient and/or services, including without limitation onsite installation and training services and design and consultancy services with respect to technical solutions, calculations and products, that are incidental to the products or otherwise included in the Purchase Order or Quotation.

“Intellectual Property Rights” means patents (including but not limited to divisionals, extensions, improvement patents, supplementary protection certificates, applications), copyrights (including moral rights) and related rights, rights in and to databases (including the right to prevent the extraction or reutilization of information from a database), trademark rights, trade and business names, domain names, trade secrets, rights on unpatented know-how including inventions and discoveries, registered or unregistered designs, software, rights, topography rights and any other rights or forms of protection of a similar nature or having equivalent or similar effect, whether or not registered, including all applications for, and renewals or extensions of, such rights.

“Ncode” means the proprietary advanced bioinformatics platform of Quantoom Biosciences, based on algorithms developed, owned, or operated by Quantoom Biosciences and intended to design, structure, and optimize DNA and RNA sequences.

“Purchase Order” means the Recipient’s purchase order issued to QUANTOOM BIOSCIENCES for the sale, lease, or rental of Goods from QUANTOOM BIOSCIENCES which shall be limited to the following: (a) a list of the Goods to be purchased, leased or rented; (b) the quantity of each of the Goods; (c) the requested delivery date; (d) the unit price for each of the Goods; (e) the billing address; and (f) the delivery location. Any additional terms or terms inconsistent with those contained herein are null and void.

“QCX Products” means Goods incorporating Ncapsulate QCX reagent (“QCX Products”) that may be subject to one or more patents or pending patent applications.

“Quotation” means QUANTOOM BIOSCIENCES written offer to Recipient for the sale, lease, or rental of Goods from QUANTOOM BIOSCIENCES.

2. Prevailing Terms

2.1 Any agreement for the sale, lease or rental of Goods from QUANTOOM BIOSCIENCES to the Recipient is expressly limited to the terms of these General Terms and Conditions, any applicable Quotation and any permitted terms in the applicable Purchase Order. Other than permitted terms in the applicable Purchase Order, these General Terms and Conditions (and terms in a Quotation) prevail over any terms or conditions contained in any other documentation relating to the sale, lease, or rental of Goods and expressly exclude any of the Recipient’s terms and conditions contained in any Purchase Order or other document issued by the Recipient. In the event of any conflict between these General Terms and Conditions and any Quotation on the one hand and the terms of any Purchase Order or any other document issued by the Recipient on the other hand, the terms of these General Terms and Conditions and any Quotation shall prevail. These General Terms and Conditions apply to all future orders of Goods by the Recipient whether or not referred to therein.

2.2 Use of QCX Products, Limited License. Products incorporating Ncapsulate QCX technology (“QCX Products”) and their use may be subject to one or more patents or pending patent applications. By purchasing, opening and using QCX Products, you, the Recipient, agree to be bound by the terms and conditions of this Limited Use License Agreement (“Agreement”). Returns and refunds are not permitted under any circumstances. Please note that this policy applies to all QCX Products, including custom-made items.

Upon purchasing QCX Products containing Ncapsulate QCX, the Recipient is granted a non-exclusive, non-transferable right to use the purchased quantity of QCX Products for internal research purposes. The Recipient agrees not to sell or transfer the QCX Products, or any components or derivatives thereof, to any third-party other than its affiliates or legitimate third-party contractors working on the Recipient’s behalf, provided that such third-party contractors use the QCX Products solely for research work performed for the Recipient and in accordance with this Agreement.

The Recipient shall not sell, transfer, or use the QCX Products, or any components or derivatives thereof, for any development or commercial purposes, including: (a) any human, clinical, or clinical trial use, such as administration to humans or any diagnostic or prognostic use; (b) filing of a Clinical Trial Application (CTA), Investigational New Drug (IND) application, Investigational New Animal Drug (INAD) file, or equivalent filing according to local regulatory requirements; (c) any in vivo use in veterinary or livestock; (d) the development, manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion, or other exploitation or use of the Patent Rights or a Product as a testing service, therapeutic, or diagnostic for humans or animals; and (e) any agricultural use, including but not limited to use or application in the cultivation, growth, manufacture, exportation, or production of any tobacco product.

Information about Development and Commercial licenses for the QCX Products can be obtained from Quantoom Biosciences. The QCX Products may not be used by the Recipient to support the filing of a patent application that includes claims directed to the QCX Products or their uses in any country without the express approval of Quantoom Biosciences.

2.3 Any derogation from these General Terms and Conditions must be agreed by QUANTOOM BIOSCIENCES expressly in writing (e.g. in Quotation) and shall apply only to the relevant derogating written agreement.

2.4 Neither the Recipient’s nor any third party’s terms and conditions shall be binding on or applicable to QUANTOOM BIOSCIENCES and are expressly rejected.

3. Offers

3.1 All Quotations and price lists sent by or on behalf of QUANTOOM BIOSCIENCES are not binding on QUANTOOM BIOSCIENCES and do not create an obligation of QUANTOOM BIOSCIENCES to accept any Purchase Order from the Recipient, unless QUANTOOM BIOSCIENCES states otherwise in writing or by e-mail.

3.2 The content of QUANTOOM BIOSCIENCES catalogues, brochures, printed materials, price lists and websites are for informational purposes only and any information contained therein is not binding on QUANTOOM BIOSCIENCES.

3.3 All Information provided (with a Quotation or otherwise) by QUANTOOM BIOSCIENCES to the Recipient shall remain the property of QUANTOOM BIOSCIENCES and must be promptly returned at QUANTOOM BIOSCIENCES’ first request.

3.4 QUANTOOM BIOSCIENCES reserves the right to make technical modifications to the Goods as delivered to the extent such changes do not alter the function and use of the Goods in any material respect. As a result, technical specifications, dimensions and weight may differ from previously provided specifications or other documentation upon delivery and such differences shall not be deemed a breach or used as a basis for a claim against QUANTOOM BIOSCIENCES.

4. Agreement

4.1 An agreement between the parties regarding the Goods shall be concluded when the following conditions are met: a Purchase Order is completed and signed by the Recipient and received and accepted by QUANTOOM BIOSCIENCES. Acceptance by QUANTOOM BIOSCIENCES shall be construed either from QUANTOOM BIOSCIENCES’ confirmation in writing (including e-mail) or from QUANTOOM BIOSCIENCES’ fulfilment of the Purchase Order. The Recipient cannot cancel an accepted Purchase Order without QUANTOOM BIOSCIENCES’ prior written consent.

4.2 Any additional agreements or changes to existing agreements for Goods, as well as agreements or commitments made (orally or otherwise) by QUANTOOM BIOSCIENCES’ personnel or on its behalf by salespersons, agents, representatives or other intermediaries regarding Goods, shall only be binding on QUANTOOM BIOSCIENCES if they are confirmed by QUANTOOM BIOSCIENCES in writing.

4.3 Upon or after accepting a Purchase Order, QUANTOOM BIOSCIENCES may, at its sole discretion, require the Recipient to provide security to ensure the fulfilment of payment and other obligations.

4.4 Subject to Article 2.1, these General Terms and Conditions, together with any Services Terms and Conditions provided to the Recipient or service agreements entered into between the parties, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

5. Prices

5.1 Only the prices in the applicable Quotation or current price list in effect on the date of delivery of the Goods are valid and applicable to the agreement and the Recipient expressly agrees such prices. Unless stated otherwise, all prices listed by QUANTOOM BIOSCIENCES in an applicable Quotation or its standard price lists are:

• based on Ex-Works Nivelles (Belgium) (Incoterms ICC 2020);
• exclusive of VAT, other taxes, import duties, levies and charges;
• stated and payable in Euro; and
• subject to change as provided in Article 5.2 below.

5.2 QUANTOOM BIOSCIENCES has the right to unilaterally change its prices prior to delivery of Goods, even after confirmation of a Purchase Order, in the event of an increase, for whatsoever reason, in one or more of the cost factors, including without limitation, wages, materials and exchange rate fluctuations. In the event of such a price increase by QUANTOOM BIOSCIENCES, QUANTOOM BIOSCIENCES shall notify the Recipient of the increase, after which the Recipient shall have the right to terminate the Purchase Order, within a period of fourteen (14) days from receipt of this notice.

6. Delivery

6.1 Delivery shall be deemed Ex-Works Nivelles (Belgium) (Incoterms ICC 2020). Arrangement of transportation (and associated costs) are assumed by the Recipient. The Recipient shall assume all risks (including loss) in relation to the Goods as from the time they are delivered (made available at QUANTOOM BIOSCIENCES’ premises).

6.2 The Recipient shall visually inspect the delivered Goods or packaging for potential manufacturing defects or damage upon delivery or at any other mutually agreed time. The Recipient shall list on the delivery slip, invoice and/or other document any such visible defects. Any visible defects that are not listed upon delivery, or as mutually agreed thereafter, shall be deemed to have arisen after delivery. In this case, QUANTOOM BIOSCIENCES shall not be responsible for such defects.

6.3 QUANTOOM BIOSCIENCES will use commercially reasonable efforts to deliver the Goods on time. Unless expressly agreed otherwise, the delivery times indicated are estimates only. QUANTOOM BIOSCIENCES shall not be required to pay any compensation if a delivery is not made on time. No delay in the shipment or delivery of any Goods relieves the Recipient of its obligations under these General Terms and Conditions, including without limitation accepting delivery of any remaining installment(s) of Goods.

6.4 If the Recipient does not take delivery of the Goods at the scheduled time or within the scheduled period, QUANTOOM BIOSCIENCES shall nevertheless be entitled to invoice the Recipient for such Goods. QUANTOOM BIOSCIENCES shall also be entitled to store the Goods or have them stored at the Recipient’s expense and risk. Unless provided otherwise, should the Recipient fail to take delivery of the Goods within a period of one month after storage, QUANTOOM BIOSCIENCES shall be entitled to either perform according to the Purchase Order or terminate the contract without judicial intervention, at the Recipient’s expense, either way without prejudice to QUANTOOM BIOSCIENCES’ right to damages.

6.5 Return shipments may only be accepted with QUANTOOM BIOSCIENCES’ prior written consent.

6.6 The Recipient shall bear the expense and/or risk of any loss or damage, including breakage, at the time of or as a result of storage (including temporary storage) and/or safekeeping and/or processing of the Goods.

7. Indemnification

7.1 Unless and to the extent provisions of mandatory law relating to (product) liability or public policy so require, and except for gross negligence or willful misconduct by QUANTOOM BIOSCIENCES, the Recipient agrees to indemnify, defend and hold harmless QUANTOOM BIOSCIENCES from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect and consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings and legal costs (on a full indemnity basis) and judgments asserted against QUANTOOM BIOSCIENCES or that QUANTOOM BIOSCIENCES incurs or suffers as a consequence of an action by a third party arising from or relating to: (i) any direct or indirect breach or negligent performance or failure in performance by the Recipient of the terms of these General Terms and Conditions or for damage caused in whatsoever way by the wrongful or negligent use or application of the Goods by the Recipient, (ii) the purchase, transportation, storage, use or application of the Goods by the Recipient, including any claim that Recipient’s purchase, importation or use of the Goods is an alleged infringement of a third party’s patent or other proprietary rights if the Goods are made to specifications provided by Recipient, or (iii) a claim of infringement of patent or other proprietary rights by QUANTOOM BIOSCIENCES’ manufacture, importation or sale of the Goods to or for Recipient where such claim is caused by implementation of the specifications.

8. Payment Terms

8.1 QUANTOOM BIOSCIENCES shall send an invoice on or before the delivery date to the Recipient for the fees and expenses incurred in connection with the Purchase Order.

8.2 Unless agreed otherwise, payment shall be made by deposit or transfer to the bank account indicated by QUANTOOM BIOSCIENCES. The payment shall be made in advance at confirmation of purchase order, unless agreed otherwise in writing. Any payment or currency exchange expenses or any applicable withholding tax, customs duty or licensing fee shall be solely borne by the Recipient. The date of receipt of funds appearing on QUANTOOM BIOSCIENCES’ bank statements is decisive and shall be considered the payment date.

8.3 Upon or after accepting a Purchase Order, QUANTOOM BIOSCIENCES is entitled to demand payment security or guarantees (deposit or other) to ensure fulfilment of payment or other obligations at its sole discretion or in the event that information relating to the Recipient’s situation (particularly a change in its financial situation), indicates there is a risk of non-payment or delayed payment of the amounts billed for the Goods.

8.4 In the absence of payment within the period mentioned in Article 8.2, the following shall be due by operation of law as of the date of the invoice, without prior proof of default being required: (a) interest for late payment at the reference rate applicable to late payments, (b) out-of-court collection costs in the amount of 5% of the amount owed, which shall be deemed at least EUR 500, and (c) all other expenses incurred by QUANTOOM BIOSCIENCES in collecting late payments.

8.5 Each payment by the Recipient shall be applied in the following order of priority: (i) first to pay down the interest owed by the Recipient, (ii) second, to cover the collection and/or administration costs incurred by QUANTOOM BIOSCIENCES, as mentioned in Article 8.4, and (iii) third, the remainder, if any, shall be deducted from the outstanding claims, with priority given to the oldest.

8.6 If the Recipient wishes to object to an invoice received, it must do so in writing no later than ten (10) working days from the date of receipt of the invoice. In the absence of a written objection within this time period, the invoice shall be deemed accepted by the Recipient.

9. Retention of Title

9.1 QUANTOOM BIOSCIENCES shall retain title to the Goods in a rental or lease and, in the case of a sale, until full payment of their price, interest and additional costs, together with all other sums which are, or which become, due to QUANTOOM BIOSCIENCES from the Recipient on any account. Payment shall not be considered effective until the funds appear on QUANTOOM BIOSCIENCES’ bank statements. QUANTOOM BIOSCIENCES shall be entitled to take any actions legally required or necessary to ensure and maintain such retention of title subject to the specific applicable national law.

10. Assignment of Rights and Obligations

10.1 The Recipient is not entitled to assign any of its rights or obligations under an agreement or these General Terms and Conditions to any third party without the prior written consent of QUANTOOM BIOSCIENCES. Any attempted assignment without such consent shall be null and void.

11. Limitation of Liability

11.1 Except as provided in hereinbelow, the Goods are provided “as is” and without any representation or warranty, express or implied, either in fact or by operation of law, statutory or otherwise, and QUANTOOM BIOSCIENCES specifically disclaims any implied warranty of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of statute, course of performance, course of dealing, usage of trade or any other implied warranty. Recipient accepts all risks connected with its use of the Goods and conduct of any research therewith.

Subject to Article 13 and compliance with Services Terms and Conditions provided to the Recipient, QUANTOOM BIOSCIENCES provides a limited warranty, for a period of thirteen (13) months from the date of delivery (three (3) months in case of spare parts) or, in the case of rental or lease, for the shorter of thirteen (13) months from the date of delivery or the term of the rental or lease (warranty period), that, on delivery, the Goods shall:

• materially comply with the relevant technical specifications (whether provided by QUANTOOM BIOSCIENCES in quotation or otherwise or, as the case may be, customized and defined by the Recipient and agreed to by QUANTOOM BIOSCIENCES in writing); and
• be free from material defects in material and workmanship. For clarification, QUANTOOM BIOSCIENCES makes no warranty as to the performance of the Goods in Recipient’s intended use or application.

11.2 Except as provided in Article 11.1 hereinabove, QUANTOOM BIOSCIENCES’ contractual and extra-contractual liability under any circumstances, excluding gross negligence and/or fraud, shall be limited to the maximum amount invoiced by QUANTOOM BIOSCIENCES for the Goods supplied, or any part thereof. In no event shall QUANTOOM BIOSCIENCES be liable to the Recipient for any special, incidental, consequential or indirect damages, arising in any way out of, under or related to this agreement or to the shipment, handling or storage of the Goods or use thereof, however caused and on any theory of liability, even if such party has been advised of the possibility of such damages.

11.3 Except as provided in Article 11.1 hereinabove, QUANTOOM BIOSCIENCES excludes any warranty or guarantee on its Goods and shall in any case not be liable for any loss or damage caused directly or indirectly by:

• any defect that did not exist at the time the Goods were delivered or if the defect only appeared afterwards, if it is plausible in view of the circumstances, that it did not exist at the time of delivery;
• non-compliance of the Goods with government regulations outside of the European Union;
• any defect the existence of which is impossible to discover based on the state of scientific and technical knowledge at the time the Goods were delivered;
• with respect to the manufacturer of a part, any defect attributed to the design of the product to which the part belongs or to the instructions provided by the manufacturer of the part;
• negligence on the part of the Recipient, the Recipient’s staff or other persons it has engaged with or any other person acting on behalf of the Recipient;
• infringement of any intellectual property right or any other exclusive right or the infringement or violation of a license of any such right, which directly or indirectly results from the use and/or application and/or publication or reproduction of information provided by or on behalf of the Recipient, such as descriptions, specifications, drawings, models, designs and the like;
• normal wear and tear of the Goods; and
• improper use or storage of the Goods (particularly their use-by date) and/or non-compliance with instructions provided by QUANTOOM BIOSCIENCES.

11.4 QUANTOOM BIOSCIENCES is not responsible and cannot be held liable for the content of models, designs, drawings, examples and/or materials supplied by the Recipient.

11.5 The Recipient shall be liable for any damage caused to QUANTOOM BIOSCIENCES due to the Recipient’s failure to perform obligations under the Purchase Order or these General Terms and Conditions.

11.6 The Recipient shall notify QUANTOOM BIOSCIENCES immediately in writing of any changes to its contact information. Failure to do so shall result in the Recipient being held liable for any possible direct or indirect damage sustained by QUANTOOM BIOSCIENCES due to the Recipient’s failure to so notify QUANTOOM BIOSCIENCES.

11.7 This Article 11 of these General Terms and Conditions shall survive termination or invalidation of any agreement concluded with QUANTOOM BIOSCIENCES, regardless of the reason.

12. Force Majeure

12.1 If QUANTOOM BIOSCIENCES is prevented from performing under the Purchase Order in whole or in part due to a permanent or temporary event of force majeure caused by external or internal circumstances beyond its control, it shall be entitled to extend the delivery period accordingly and, without judicial intervention being required and without being liable for compensation or damages, to terminate the Purchase Order in whole or in part by giving written notice to this effect. In this case, QUANTOOM BIOSCIENCES remains entitled to payment by the Recipient for Goods or Services delivered prior to the event of force majeure.

12.2 Force majeure includes all circumstances that render it impossible for QUANTOOM BIOSCIENCES to temporarily or permanently fulfil its obligations, including without limitation damages, losses or destruction, or malfunction of any equipment or software, or any consequence thereof, caused by fire, earthquake, flood, water, the elements, epidemic/pandemic, government measures, strikes or other labor disturbances, unavailability of transportation, failure of normal sources of supply, inability to obtain raw materials, terrorism, war, acts or omissions of third-parties other than subcontractors of a QUANTOOM BIOSCIENCES (due to circumstances within this Article or other reasons beyond the control of QUANTOOM BIOSCIENCES), or failure by suppliers to deliver goods necessary to supply the Goods, as well as any circumstances under which QUANTOOM BIOSCIENCES can no longer be expected to perform or further perform its obligations to the Recipient or where delay or other aspects of performance are affected. QUANTOOM BIOSCIENCES may also rely on force majeure if the event of force majeure arises after its performance should have been carried out.

13. Complaints

13.1 Without prejudice to the application of Article 6.2 of these General Terms and Conditions (visible defects), any complaints regarding shortcomings or defects of the Goods detected upon installation must be reported to QUANTOOM BIOSCIENCES in writing using the Equipment Acceptance document provided by QUANTOOM BIOSCIENCES. No use of the Goods is to be made by the Recipient before completion of such Equipment Acceptance document. In the event of a failure to make any claim in the Equipment Acceptance document for any such defects or in the event of Recipient’s use of such Goods before submission of such document, the Recipient shall be considered as having accepted delivery and QUANTOOM BIOSCIENCES shall no longer be liable with respect to the non-compliance of the delivered Goods except for warranty obligations. For any shortcomings or defects that are not attributable to the Recipient and could not reasonably be discovered upon the inspection at delivery in accordance with this Article 13.1 or after installation, the Recipient shall immediately report such shortcoming or defect upon discovery to QUANTOOM BIOSCIENCES in writing and in any case within the applicable warranty period referenced in Article 11.1, so as to be considered under the warranty.

13.2 After expiry of the period(s) indicated in Article 13.1 above, the Recipient shall be deemed to have accepted the Goods and QUANTOOM BIOSCIENCES shall no longer be required to address any such complaints except under the warranty.

13.3 Upon investigation by QUANTOOM BIOSCIENCES, if the complaint is deemed founded, QUANTOOM BIOSCIENCES shall, at its option, take back the defective Goods and replace them or otherwise repair the Goods in working order. Rather, if the complaint is determined to be unfounded, Recipient shall reimburse QUANTOOM BIOSCIENCES for all expenses incurred in investigating the Goods.

13.4 The submission of a complaint does not release the Recipient from its obligations (including payment obligations) to QUANTOOM BIOSCIENCES. QUANTOOM BIOSCIENCES shall at all times be entitled to set off possible claims by the Recipient against Recipient.

13.5 This Article 13 sets forth the Recipient’s sole and exclusive remedy and QUANTOOM BIOSCIENCES’ entire liability for any breach of the limited warranty set forth in Article 11.1.

14. Intellectual Property

14.1 Each party acknowledges that the other party possesses certain Intellectual Property Rights, and other assets, which have been independently developed (“Existing IP”), and that such other party shall remain the sole and exclusive owner of all such respective Existing IP. Neither party shall at any time claim any right, title or interest in or to the Existing IP of the other Party, by means of registration, transfer, license or otherwise unless expressly permitted in writing by the other party.

14.2 It is understood that any and all proprietary rights, including Intellectual Property Rights, in and to the Goods or the general methods of using the Goods and the associated QUANTOOM BIOSCIENCES Information shall be and remain QUANTOOM BIOSCIENCES’ exclusive property at all times. The Recipient shall refrain from infringing QUANTOOM BIOSCIENCES’ Intellectual Property Rights and shall indemnify QUANTOOM BIOSCIENCES from all losses, cost, demands, reasonable expenses (including legal expenses) in respect of any claims, proceedings or allegations that may be brought by third parties alleging an infringement of their rights (particularly on the grounds of intellectual property rights or unfair competition) by the Recipient.

14.3 The Recipient shall not alter the Goods delivered by QUANTOOM BIOSCIENCES, including (trade) marks and markings on the packaging and/or the Goods and shall not resell the Goods in any manner without prior written consent by QUANTOOM BIOSCIENCES. The Recipient also shall not (and shall not cause any third party to) analyze, disassemble, decompile, test, reverse-engineer or otherwise deconstruct the Goods as delivered to determine any characteristic and/or the chemical composition or structure thereof, unless specifically agreed to by QUANTOOM BIOSCIENCES in writing. Notwithstanding the above, activity with respect to software interoperability pursuant to article XI 300 Belgian Code of Economic Law is permitted, as applicable.

14.4 The Recipient guarantees to QUANTOOM BIOSCIENCES that it is the owner of or has the appropriate rights in all models, drawings, designs, examples and/or materials or other Information supplied to QUANTOOM BIOSCIENCES and that it is entitled to place these at QUANTOOM BIOSCIENCES’ disposal for the agreed purposes. The Recipient shall indemnify QUANTOOM BIOSCIENCES for any claims resulting from any infringement of third-party rights with respect to such models, drawings, designs, examples and/or materials or other Information.

14.5 To the extent it becomes aware, the Recipient shall promptly notify QUANTOOM BIOSCIENCES of any infringements of QUANTOOM BIOSCIENCES’ Intellectual Property Rights related to the Goods.

14.6 The Recipient shall cause its staff, its affiliates and other contracting parties to respect the provisions of this Article.

15. New IP Ownership

15.1 Notwithstanding anything contained herein to the contrary, any inventions and all improvements, modifications, or derivatives (“New IP”) directed to the Recipient’s proprietary testing and process know-how, whether patentable or unpatentable, conceived, made, created or developed in the course of using the Goods or QUANTOOM BIOSCIENCES Information shall be owned by the Recipient while any New IP directed to the Goods and general manufacturing methods of using the Goods whether patentable or unpatentable, conceived, made, created or developed in the course of using the Goods or QUANTOOM BIOSCIENCES Information shall be owned by QUANTOOM BIOSCIENCES.

15.2 Where applicable, and as far as permitted by the applicable law, the Recipient shall transfer the rights, titles or interest in any New IP in and to the Goods and to the general manufacturing methods of using the Goods to QUANTOOM BIOSCIENCES. The Recipient shall, at QUANTOOM BIOSCIENCES’ cost, perform all further acts and things, and execute and deliver all further documents, required by law or which QUANTOOM BIOSCIENCES requests, to vest in QUANTOOM BIOSCIENCES the full benefit of the right, title and interest assigned to the QUANTOOM BIOSCIENCES under the agreement, including registration of QUANTOOM BIOSCIENCES as applicant or (as applicable) proprietor of these assigned rights.

15.3 QUANTOOM BIOSCIENCES shall have the exclusive right to file for any Intellectual Property Right for all or part of these New IP in and to the Goods and to the general manufacturing methods of using the Goods.

16. No License

16.1 It is expressly understood that the transfer of the Goods and the disclosure of the Information is solely for the purpose specified in the Quotation, Purchase Order or other documentation of this agreement. Nothing herein shall be construed as granting to the Recipient any rights or license under the Information, Existing IP, New IP or other rights owned by QUANTOOM BIOSCIENCES concerning the Goods or the Information except as expressly permitted in writing.

17. Confidentiality

17.1 Each party in receipt of Confidential Information, whether verbal or in writing or in any other form, of the other party shall not disclose such Confidential Information to third parties or use such Confidential Information for any purpose other than performance under the agreement.

17.2 The recipient of Confidential Information shall limit access of such Confidential Information to those of its employees who need to know it for purposes of the recipient’s performance hereunder or otherwise in connection with the Recipient’s purchase, lease or rental, and use of the Goods. The recipient’s employees shall be advised of the confidential nature of the information, and the recipient shall be responsible in case of breach of these terms by any such employee. A recipient of Confidential Information shall treat the Confidential Information with the same degree of care that it exercises in protecting its own confidential and/or proprietary information, and in any case not less than a reasonable degree of care.

17.3 The obligations arising from this article shall survive for ten (10) years after the expiration, termination, or invalidation, for any reason, of any related agreement.

17.4 Confidentiality obligations shall not extend to Information that is in the public domain at the time of receipt, enters the public domain after receipt other than by the recipient’s breach of confidentiality, that is lawfully received from third parties, or to the extent the recipient is held to disclose information under the law or by governmental or judicial order.

17.5 For the avoidance of doubt, the non-public aspects of the Goods and associated Information and the terms of any related Quotation or Purchase Order shall be treated as Confidential Information by QUANTOOM BIOSCIENCES and the Recipient.

18. Feedback

18.1 The Recipient may, from time to time, particularly upon request of QUANTOOM BIOSCIENCES, share feedback on the progress of its use of the Goods and other Information QUANTOOM BIOSCIENCES may reasonably request. If Recipient, in its sole discretion, shares any such Feedback or any other Information, it shall be treated as the Information of the Recipient provided, however, that QUANTOOM BIOSCIENCES shall receive a non-exclusive, perpetual, worldwide, royalty-free license to use any such feedback and Information for its product development and commercialization activities.

19. Return

19.1 If applicable, at the termination of the rental and/or lease and/or upon QUANTOOM BIOSCIENCES’ request, the Recipient, in the case of equipment, shall promptly return the Goods to QUANTOOM BIOSCIENCES and, in case of consumables, shall promptly destroy such Goods. The Recipient shall comply with all laws and regulations regarding decontamination of the equipment before shipping back to QUANTOOM BIOSCIENCES, all at its own expense. Further, the Recipient shall notify QUANTOOM BIOSCIENCES of any virus or other biologic to which the equipment has been exposed and confirm the decontamination plan with QUANTOOM BIOSCIENCES prior to return. The returned equipment will be inspected by QUANTOOM BIOSCIENCES for damage and proper function. Should QUANTOOM BIOSCIENCES determine that the Recipient caused any damage beyond normal wear and tear resulting from proper usage or that decontamination was not properly implemented and QUANTOOM BIOSCIENCES notifies the Recipient within 30 working days of receipt, the Recipient shall assume liability for the costs of repair or replacement of such equipment, whichever is lower and any other liabilities due to their action or inaction.

19.2 Upon termination of a lease or rental, Information shared with Recipient must be promptly returned or destroyed at the request of QUANTOOM BIOSCIENCES.

20. Amendments to the General Terms and Conditions

20.1 QUANTOOM BIOSCIENCES reserves the right to unilaterally amend, restate, amend and restate, or modify these General Terms and Conditions for any legitimate reason and without contradicting other agreed terms.

20.2 Any such modifications shall also apply to existing agreements among the parties for the sale, lease or rental of Goods. The amended General Terms and Conditions shall enter into effect thirty (30) days after publication of the amendments on www.quantoom.com and notification of such to the Recipient.

20.3 If the Recipient does not consent to the amendment of these General Terms and Conditions, it shall be entitled to terminate the agreement until the date the amended General Terms and Conditions are scheduled to enter into effect.

21. Term and Termination

21.1 QUANTOOM BIOSCIENCES has the right to terminate any agreement and associated terms of the Purchase Order governed by these General Terms and Conditions, effective immediately, at any time, without judicial intervention and/or compensation, in the event the Recipient commits a breach, of any kind, of any provision of these General Terms and Conditions, or any provision of an Purchase Order governed by these General Terms and Conditions, and such breach is not remedied within a period of thirty (30) days after notifying the Recipient of its intention to terminate the agreement.

21.2 QUANTOOM BIOSCIENCES is entitled, to the fullest extent admitted by law, to terminate any agreement with the Recipient and to cancel any assignment, effective immediately, without judicial intervention and/or compensation, and to request payment in full of any amounts owed by the Recipient to QUANTOOM BIOSCIENCES, in the event that:

• the Recipient files for bankruptcy.
• the Recipient becomes insolvent, is declared bankrupt, annulled, winded up or dissolved by a judicial order.
• the Recipient files a petition for temporary relief or composition with creditors (“gerechtelijke reorganisatie/réorganisation judiciaire” or any local equivalent);
• the Recipient is granted temporary relief or a composition with creditors;
• the Recipient (for a legal entity) is liquidated or terminated;
• there is a material change in the person or entity capable of influencing the management and policy of the Recipient, through voting rights, contracts or otherwise;
• an agreement with QUANTOOM BIOSCIENCES is assigned without QUANTOOM BIOSCIENCES’ prior written consent.

This article is intended to cover all insolvency procedures including any proceedings referred to in EU Regulation 2015/848 on Insolvency Proceedings.

21.3 The provisions of Article 21.1 and Article 21.2 are without prejudice to QUANTOOM BIOSCIENCES’ right to claim damages from the Recipient or to collect payment for Goods delivered prior to termination.

22. Personal Data Processing

22.1 Without limiting the foregoing, if QUANTOOM BIOSCIENCES processes data from the Recipient as part of the provision of Goods and on behalf of the Recipient which relates to an identified or identifiable person (“Personal Data”), QUANTOOM BIOSCIENCES shall only process such Personal Data as part of the performance of the provision of Goods, its legal obligations or its legitimate interests. The processing shall be carried out in accordance with the provisions of QUANTOOM BIOSCIENCES’ Privacy Notice (available on its website).

22.2 For all personal data transferred by or on behalf of the Recipient to QUANTOOM BIOSCIENCES, the Recipient represents, and warrants having processed and transferred the personal data in compliance with any applicable law, and in particular having an appropriate legal ground to do so and having duly informed the concerned individuals in light of the processing activities described in QUANTOOM BIOSCIENCES’ Privacy Notice.

22.3 If the Recipient processes personal data of QUANTOOM BIOSCIENCES or its employees, directors, agents, representatives or other business contacts as part of the provision of Goods or in the course of performing the agreement, the Recipient shall do so as a separate data controller in full compliance with any applicable law.

23. Dispute Resolution and Governing Law

23.1 Each offer and agreement and the execution thereof are governed exclusively by Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable, expressly excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention).

23.2 In the event a court finds one or more provisions of these General Terms and Conditions to be unlawful, the other provisions shall remain in full force and effect. In that case QUANTOOM BIOSCIENCES and the Recipient undertake to negotiate a new provision to replace the invalidated provision, which reflects insofar as possible the purpose and scope of that provision.

23.3 In the event Belgian law or any other law which might mandatorily be applicable to any provision of these General Terms and Conditions, results in any such provision not to be valid or enforceable as drafted, it will be deemed drafted as valid or enforceable under such laws to the fullest extent admissible to achieve the same or the closest possible result. If any provision other than provisions relating to the provision of Goods, the pricing and liability limitations nevertheless remains invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions or the whole agreement between the Recipient and QUANTOOM BIOSCIENCES. In the event of a dispute arising from or in relation to the validity, interpretation or performance of these General Terms and Conditions or a Purchase Order governed by these General Terms and Conditions, the parties agree that they shall use their best efforts to settle amicably. In the event of an unsettled dispute, QUANTOOM BIOSCIENCES and the Recipient commit to each other to cooperate, without prejudice, in the frame of mediation process to still reach a settlement. The party wishing to implement the mediation process will notify the other party by registered mail (or e-mail if the other party acknowledges good receipt of the same) (the “Mediation Notification”). QUANTOOM BIOSCIENCES and the Recipient agree to jointly request the appointment of a mediator by the Belgian Center for Arbitration and Mediation (CEPANI) within 15 days of the receipt of the Mediation Notification. The parties commit to attend on an equally costs-shared basis at two (2) meetings of at least one (1) hour in the presence of the appointed mediator at least one (1) week apart. It is only after these two meetings have taken place that any party may put an end to the mediation process in notifying the mediator and the other party by registered letter (or e-mail if the other party acknowledges good receipt of the same) (the “Mediation Termination Notification”). The party notifying the Mediation Termination Notification commits (i) not to send same earlier than one (1) week after the second meeting referred to hereabove and (ii) to attend a last meeting with the mediator and the other party to explain the reasons for terminating the mediation process.

23.4 If mediation fails, the French-speaking courts of Brussels shall have exclusive jurisdiction.

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