Terms and Conditions



This Pre-Production Order Agreement (“Agreement”) is made as of the date of transaction (“Effective Date”) between Acorn Biolabs (“ABL”) and the “Customer” listed below.

BACKGROUND

1. ABL is developing a new service known as Long-Term Human Cell Cryopreservation (“Service”) which ABL intends to make commercially available.
2. ABL is willing to offer discounted Service pricing to customers who are willing to commit to purchase the Service when the Service is commercially available, subject to the Service meeting certain performance specifications.
3. Customer desires to purchase the Service for discounted pricing, subject to the Service meeting certain performance specifications.

THE PARTIES AGREE TO THE FOLLOWING:

A. ACT will notify Customer in writing (including via e-mail) when the Conditions have been met (“Notice”), including reasonable evidence that such performance specifications have been met.
B. Within 60 days of the date of the Notice, Customer will either submit a non-cancellable purchase order to ABL for the Service, or void the reservation for discounted pricing. If Customer is to void the reservation for discounted pricing of the Service, the reservation amount becomes non-refundable to Customer. ABL will deliver the ordered Service as soon as the commercial version of the Service is available.
C. If ABL has not met the Conditions by the end of the fourth quarter of 2018, then this Agreement and the purchase order are automatically terminated and the reservation amount will be returned to Customer upon request.
D. This Agreement is the complete agreement between the parties and replaces any prior or contemporaneous oral and/or written communications between the parties concerning this subject matter. Any modifications of this Agreement must be in writing and signed by both parties.

By completing the transaction, the parties agree to be bound by the terms and conditions of this Agreement. Each party certifies that they have the authority to bind their respective company to this Agreement.

Once the transaction is completed, any reproduction of this Agreement made by reliable means (for example, photocopy, PDF or facsimile) is considered an original.