1. Purpose & Scope

ABM agrees to provide biological materials _____________ (SKU),_____________________________(Order No/Quote No./Distributor) (the “Materials”) to the Purchaser for non-commercial research use only. This MTA is effective for ten (10) years from the date of execution.

2. Definitions:

“Materials” include the original ABM product, progeny, modifications, and unmodified derivatives. “Commercial Use”’ includes any use for profit, manufacturing, or therapeutic/diagnostic applications. “Depositors” any organization(s), entity and/or individual(s) providing technology and/or patent (IP) rights related to the Biological Material(s), or original material to ABM Inc. for deposit.

3. Usage Terms

a. Materials are for internal research use only, to be handled in a Risk Group 2 (BSL-2) laboratory. Not for human or clinical use.

b. No transfer or sale of the Materials to third parties without ABM’s written consent.

c. Commercial use requires a separate agreement with ABM. Commercial use will include, but not limited to, usage in diagnostics, production, and therapeutics.

d. No other rights granted, except as expressly set forth herein, no licenses, no sublicenses, or rights shall be created by implication, estoppel or otherwise under this MTA.

4. Warranty & Disclaimer

ABM warrants the viability of living Materials for thirty (30) days post-shipment. Other products are warranted through their labeled expiration date. ABM’s liability is limited to replacement or refund. All Materials are provided ‘as-is’ without warranties of merchantability or fitness for purpose.

5. Legal & Liability

a. Purchaser is responsible for legal compliance in use and transport of Materials.

b. Purchaser indemnifies ABM and/or Depositors (IP institution) against third-party claims, except where due to ABM’s gross negligence.

c. ABM’s total liability is limited to the amount paid by Purchaser in the past 12 months.

6. Payment & Shipping

Payments are due within thirty (30) days of invoice. Purchaser is responsible for taxes and permit compliance. Lost or damaged shipments must be reported within fourteen (14) days for replacement. ABM ships FOB origin.

7. General Terms

a. This MTA is governed by the laws of British Columbia, Canada.

b. Disputes shall be resolved in BC courts.

c. The MTA may not be assigned or modified without written agreement from both parties.

Acknowledgment

Both parties agree to the terms of this MTA.

The terms and conditions of this MTA apply only to specific products and eligible customers.

For questions or correspondence, contact licensing@abmgood.com or call (604) 247-2416.