OZ Biosciences GENERAL CONDITIONS OF SALE AND PAYMENT,

hereafter referred to as the “Seller”.

GENERAL PRINCIPLES

The present General Conditions apply to all sales placed with the Seller. The placing of an order implies the acceptance without reservation of these General Conditions. These Conditions may not be waived or modified by opposing terms appearing on any documents of the Buyer. No waiver by the Seller of strict compliance with any term of these Conditions shall constitute a waiver of any subsequent failure of the Buyer to comply strictly with each and every term and condition hereof. If any provision of these conditions of sale and payment shall be held invalid, the validity of the remaining provisions hereof shall not be affected thereby.

USAGE

All the OZ Biosciences products are developed, designed, envisaged, and sold for the exclusive purpose of scientific research in laboratory. They are not in conformity with the requirements of the French, European and foreign pharmaceutical regulation. Consequently, they should not be employed for the human and veterinary diagnosis or be included/used in drug intended for the human use. The users are the only responsible for the uses, the experiments carried out and the handled products. The Buyer who wishes to use OZ Biosciences products for uses and/or applications not related to fundamental research must contact the direction of the company. For this purpose, OZ Biosciences reserves the right to accord or to refuse licenses for such uses.

ACCEPTANCE

The orders are final only when the Buyer confirms them by writing. OZ Biosciences recommends using the numbers and designations of the catalogue or the concerned offer. In the case of unclear wording, if the Salesman must make a choice itself, it declines his responsibility; the expenses of return for nonconformity, which will result from this, will be the Buyer responsibility.

PRICES

Our prices are net, quoted ex-works, taxes excluded, in euros and based on the communicated prices to the customer. Our prices exclude shipment. Prices quoted in any documentation of the seller are without undertaking as regards the duration of validity and are subject to change between two orders. OZ Biosciences reserves the right to modify, without notice, its products price. Prices invoiced shall be those of the price list in force on the date of order.

SHIPMENTS

The Seller shall arrange for the packaging in a manner suitable under normal transport conditions to prevent damage to or deterioration of the goods taking into account their destination. Deliveries are made ex-works. The shipment costs are the responsibility of the customer. Should the Seller accept to arrange for the transportation, according to the Buyer’s instructions, any and all forwarding charges shall be invoiced in addition to the Buyer. The delivery is carried out either by the direct handling-over of the goods to the customer, or by notice of delivery, or by delivery with a transporter or a shipper. Whatever the conditions of expeditions are, our goods travel to the risks and dangers of the recipient and without insurance. In case of damage and being lost in the course of shipment, the Buyer will have to notify the shipper the damage or lacks noted within the legal times and to inform the Salesman of this notification within the same times. The Salesman declines any responsibility in the event of non-observance for these formalities. Our delivery periods are indicative. No allowance for delay of delivery could be claimed. The delivery can be made only if the Buyer is up to date of his obligations towards OZ Biosciences.

RETURNS

No return will be accepted without prior agreement and written from our Sales management, which will specify the methods of return. In this case, the articles will be returned, in their packing of origin, in paid port, to the address which will be communicated to the Buyer. OZ Biosciences reserves the right to send back, in paid port, all goods received without this agreement.

FORCE MAJEURE

The Seller shall be entitled to cancel the whole or any order the fulfillment of which has been suspended or is no longer possible due to causes of any kind or extent beyond the Seller’s control or of force majeure, including but not limited to war, partial or total strikes, breakdown of transportation, shortage of raw material, fires, floods, tooling accidents or any other circumstances impeding the activity of the Seller’s works.

CANCELATION OF ORDERS

Any order is binding upon the Buyer and irrevocable when accepted by the Seller. No order may be cancelled by the Buyer, except with the Seller’s prior written consent, in which case the Seller reserves the right to claim as indemnity the value of manufactured goods or of the work in progress.

DESCRIPTION-CHANGES IN PRODUCT

Descriptions and specifications appearing in the Seller’s documentation are given as a guide only. The Seller reserves the right at any time and from time to time to make changes to the products in such a manner, as it may consider advisable particularly to have them conform to technical developments, but the Seller shall not be held to make such charges to its products previously delivered or the delivery of which is in progress. Any and all drawings, descriptions, specifications, proposals, price-lists and more generally any documents issued by the Seller are the Seller’s proprietary information and cannot be used, reproduced or disclosed to third parties, except with the Seller’s prior express agreement.

LACK OF CONFORMITY-CLAIMS

Any claim relating to lack of conformity must be notified by registered letter together with a bill of receipt and requested within a 48-hour delay from the receipt of goods. Any use of the goods shall be considered as a waiver by the purchaser of the right to claim for lack of conformity.

WARRANTY

Warranty of the reagents /products occurs only if packing is stored under good conservation conditions. The materials and new equipment sold by OZ Biosciences are guaranteed against all manufacture defects for one year as from the delivery. This guarantee is applicable exclusively in the event of defect coming from design or hidden deficiency.

PAYMENT CONDITIONS

All payments shall be due 30 days from the date of invoice, net and without credit, even in the case of cash payment. The payment of any partial delivery becomes eligible at the due date mentioned on the corresponding invoice, and not at the time of the balance dues. OZ Biosciences reserves the right to claim an installment before the order execution. Any deterioration of the Buyer credit could justify the demand of guarantees or require cash payment, before the execution of the received orders. In accordance with the legal provisions, if the payment is not made at the date stated on the invoice, interest on the delay of payment will be payable based upon three time the current bank rate from the day following the date upon which the payment was due and must be paid in addition to the amount stated on the invoice and the Sellers reserves the right to suspend the fulfillment of the any possible pending delivery. If the Buyer has past due balances or if its financial standing worsens seriously, the Seller reserves the right to require cash payment before execution of any further delivery, notwithstanding the usual conditions of payment. No compensation for any possible sums in litigation or any blocking of the payment of the invoices will be accepted. In the event of possible litigation all the expenses shall be borne buy the Buyer.

RETENTION OF TITLE – CANCELLATION

All goods delivered remain the seller’s property until payment in full of their price. The transfer of title shall arise solely upon actual collection of price. The purchase of OZ Biosciences products grants the purchaser a non-transferable, non-exclusive license to use the products and/or its separate and included components. These products are intended for in-house research only by the buyer. In addition, research only use means that the products and all of its contents are excluded, without limitation, from resale, repackaging, or use for the making or selling of any commercial product or service without the written approval of OZ Biosciences. Title on goods being retained by the Seller until full payment of their price, it is expressly understood that the purchaser is not authorized to sell, pledge or in anyway dispose of the goods before such payment. Notwithstanding the retention of title, the purchaser shall bear any and all risks the good could undergo or cause as from the delivery of the goods. Should payment not have been made on the due date for the total or partial amount of the invoice, the Seller shall have the right to cancel any and all sales delivered but not paid for and to take back the goods, by notifying the purchaser of its intent by registered mail together with a bill of receipt and requested eight days before the taking back. The costs of return of the goods shall be due by the purchaser in default, together with any depreciation of the goods. The Seller as compensation shall retain installments previously paid.

JURISDICTION

The players will seek, before any contentious action, a friendly agreement. The Tribunal of Commerce of Marseille (France) shall be the only competent party to settle any dispute, in the event of litigation, resulting from an order, unless OZ Biosciences prefer to seize any other competent court of jurisdiction. This condition may not be waived or modified by opposing terms appearing on any documents of the Buyer, even in the event of summary procedure, of incidental request or plurality of defendants or in calls of guarantee. No waiver by the Seller of strict compliance with any term of these Conditions shall constitute a waiver of any subsequent failure of the Buyer to comply strictly with each and every term and condition hereof.