Ansa Biotechnologies 
Terms of Sale 

These Terms of Sale are entered into by and between Ansa Biotechnologies, Inc. (“Ansa”) and customer (“Customer”). Customer agrees to accept and be bound by the following terms and conditions, together with any documents they expressly incorporate by reference (collectively, this “Agreement”).

Please read these Terms of Sale carefully before you accept the terms and conditions of this Agreement. Upon acceptance of an Order, Customer and agrees to be bound and abide by the terms and conditions of this Agreement and Ansa’s Privacy Policy found at ansabio.com/privacy-policy/ (“Privacy Policy”), incorporated herein by reference.

No additional or different terms contained in any purchase order, quote, sequence submission, invoice, or any other agreement or document (“Additional Terms”) between the parties shall amend these Terms of Sale and any such Additional Terms are hereby expressly excluded and will have no force or effect, unless such Additional Terms expressly state that the terms and conditions of such Additional Terms shall prevail to the extent there are any inconsistencies with this Agreement.

1. DNA PRODUCTS. In accordance with the terms of this Agreement, Ansa will use commercially reasonable efforts to make and supply the custom DNA product (“DNA Product”) described in (i) the Ansa DNA sequence request form completed and submitted by Customer and/or an applicable statement of work which includes Customer’s nucleotide sequences and other related information (“Customer Information”) and (ii) the quotation (together (i) and (ii) means the “Request”) using Ansa’s DNA synthesis technology, methods, materials, equipment, and related intellectual property owned by Ansa (collectively, “Ansa Technology”) and Customer Information. 

2. USE OF CUSTOMER INFORMATION. Customer will provide Ansa the Customer Information specified in the applicable Request. Ansa will use Customer Information to produce DNA Product in accordance with the terms of this Agreement. Ansa shall not be liable or responsible for any errors, inaccuracies, deficiencies or problems related to the Customer Information. Ansa will maintain records of Customer Information and any information or data that contains Customer Information for a period of no less than 1 year.

3. QUOTATION, ORDERS, ACCEPTANCE, AND CANCELLATION. Unless otherwise expressly indicated in writing by Ansa, the prices in the quotation will be valid for the time period stated therein (or if not so stated, for a period of thirty (30) days), subject to the availability of materials required to make the DNA Products at the time the purchase order (“Purchase Order”) is issued and Customer’s credit worthiness. By issuing a Purchase Order, Customer hereby accepts the terms and conditions of this Agreement and the quotation. The quotation and Request (collectively, “Order”) must be confirmed and accepted by Ansa in writing. Unless otherwise specified in this Agreement, Customer may not cancel such Order. Ansa may decline to manufacture DNA Product in the Request at any stage of the process if such a product is unsuitable or commercially impractical to manufacture. In the event that Ansa declines to manufacture the DNA Products pursuant to Customer’s Request, Ansa will notify Customer and cancel the applicable Order and, if applicable, refund prepaid amounts. Any cancellation of an Order shall be without penalty or liability to Ansa. 

4. DELIVERY. Delivery dates are estimates. Ansa will use commercially reasonable efforts to meet estimated delivery dates subject to capacity, the complexity of manufacturing the DNA Product, and adequate lead times, but will not be liable to Customer in any way for any late shipment. Except as otherwise set forth in the Order, the DNA Products will be shipped FCA (Incoterms 2020), Ansa facility at 1198 65th Street, Emeryville, California, USA. Except as otherwise stated in the Order, Ansa may ship all DNA Products using the means and carrier of its choice. DNA Products are deemed shipped and delivered to Customer when tendered to the applicable commercial carrier at Ansa’s facility. At this point, title to the DNA Product passes to Customer (subject to Customer’s payment in full of all fees therefore) and Customer becomes responsible for the risk of loss or damage. Customer is responsible for the cost of freight, fees, VAT or other taxes (other than taxes payable by Ansa on Ansa’s net income), duties, and all shipping and handling costs in connection with the DNA Products. Ansa reserves the right to ship items in a single or in multiple shipments. Customer will accept and pay for partial shipments of DNA Products. In no case does the purchase price, even if inclusive of freight, cover the cost of any insurance, and Ansa shall only be required to purchase any such insurance at Customer’s prior written request and expense. Customer is solely responsible for clearing the DNA Products for import into Customer’s country, if outside the United States. Customer shall be solely responsible for the use, storage, and handling of the DNA Products.

5. RETURNS. If any DNA Products shipped to Customer under an Order does not materially conform to the applicable specifications set forth in the Certificate of Analysis accompanying the shipment of such Order (except where due to causes occurring during or after shipment) and Customer notifies Ansa of such material non-conformance within 15 days of receipt of such DNA Products and, at Ansa’s request, provides a detailed explanation in writing of the reason the DNA Products fail to conform with the Order, then Ansa will use commercially reasonable efforts to produce and ship to Customer replacement DNA Products within a reasonable period of time; provided that, Ansa may cancel such Order (and refund or credit to Customer any prepaid amounts received from Customer) if Ansa decides not to produce such DNA Products. The foregoing shall be Customer’s sole and exclusive remedy, and Ansa’s sole and exclusive liability for any failure of DNA Products to conform to the Order. If Customer does not notify Ansa of such non-conformance within such 20-day period, the DNA Products will be deemed accepted and fully conforming and compliant for purposes of this Agreement.

6. PAYMENT TERMS. All DNA Products are invoiced upon shipment. Customer shall pay Ansa 30 days from the date of the invoice unless otherwise expressly provided for and confirmed in writing by Ansa. Ansa may cancel any unfilled portion of a shipment, or a new shipment, upon Customer’s failure to make any payment when due. Overdue payments shall be subject to finance charges computed at (i) a periodic rate of 1.5% per month or, if less, (ii) the maximum rate permitted under applicable law.

7. TERMINATION. Ansa may terminate this Agreement if (i) Customer breaches any provision of this Agreement and fails to cure the breach to Ansa’s satisfaction within 15 days after receiving Ansa’s written notice to Customer (“Cure Period”); (ii) Ansa is unable to obtain third party materials to manufacture the DNA Product specified in the Order; (iii) Ansa determines that biosecurity, biosafety, and/or feasibility reasons prevent or are likely to prevent Ansa from making the DNA Products, or (iv) Customer fails to pay any amount that is due. If Customer breaches the terms of this Agreement, Customer will be obligated to pay all fees set forth in the Order within 15 days after the expiration of the Cure Period.

8. Product Use Restrictions

8.1 Research Use Only. Unless expressly authorized herein, or in a separate written agreement signed by an authorized Ansa representative, DNA Products are supplied solely for Customer’s internal research and development purposes (“Research Use Only” or “RUO”) not for use in clinical or diagnostic procedures. DNA Products have not been designed, manufactured, tested, validated, approved, cleared, authorized, or licensed for clinical, diagnostic, therapeutic, prophylactic, veterinary, food, drug, device, cosmetic, human administration, patient management, product release, manufacturing, regulatory submission, or other regulated uses. Ansa makes no representation that DNA Products are suitable for any such use. Customer may not use DNA Products or Ansa-provided information or data for regulatory approval, commercial manufacture, or commercialization of products or services except as permitted below.

8.2 Limited Use Rights. Subject to payment in full and compliance with the Agreement, Ansa grants Customer a nonexclusive, nontransferable, nonsublicensable right to use purchased quantities of DNA Products for RUO. Customer shall comply with all applicable laws, regulations, institutional approvals, biosafety requirements, and accompanying instructions, specifications, safety data sheets, and precautions accompanying the DNA Products.

8.3 Transfers and Third-Party Services. Customer shall not, directly or indirectly, without Ansa’s prior written approval: (a) sell, resell, lease, license, distribute, transfer, or otherwise provide any DNA Product, or any material incorporating or derived from a DNA Product, to any third party, except to a contractor or service provider acting solely on Customer’s behalf and subject to restrictions at least as protective as these Terms; or (b) sell, transfer, distribute, supply, administer, apply, or otherwise make available to any third party any DNA Product, or any material that contains or incorporates a DNA Product, whether alone or as part of any kit, assay, panel, product, service, or other offering. Notwithstanding the above, Customer may provide services to third parties using the DNA Product provided that the DNA Product itself if not sold or transferred to such third party.

8.4 Customer Responsibility. Customer is solely responsible for determining whether its proposed uses of the DNA Product and downstream products, organisms, cell lines, processes, services, or other outputs are lawful and appropriate and for obtaining and maintaining all required regulatory or institutional approvals, clearances, licenses, permits, validations qualifications, and authorizations.

9. INTELLECTUAL PROPERTY. Ansa owns and shall retain all right, title, and interest in and to any intellectual property in connection with Ansa Technology (“Ansa Intellectual Property Rights”), including, but not limited to, any intellectual property in connection with: (i) the production of the DNA Product; (ii) the incorporation of any improvements or modifications of Ansa Technology arising out of the use of Customer Information; (iii) the DNA synthesis, assembly, manufacturing, improvements, modifications, or Customer suggestions to any of the foregoing; (iv) any data, methods, protocols, procedures, algorithms, software, documents, vectors, plasmids, materials, works of authorship, or other technologies, or improvements thereto, used or practiced in connection with manufacturing the DNA Product; or (v) intellectual property in the form of a database or other aggregation, or the distribution in general benchmarking data and business reports, provided that, such use and/or incorporation does not identify Customer or incorporate any Customer Information. Customer hereby assigns all of its rights, title and interest regarding Ansa Technology to Ansa. Subject to the foregoing, any Customer Information submitted solely by Customer to Ansa is solely owned by Customer. No rights or licenses in, to or under Ansa Intellectual Property Rights are granted or provided to Customer hereunder, by implication, estoppel or otherwise, except to the extent expressly provided for in this Agreement.

To the extent Customer Information is provided pursuant to a given Order and notwithstanding Section 15 (Confidentiality), Customer hereby grants Ansa, its affiliates and third party service providers a royalty free non-exclusive license to use the Customer Information to make and supply DNA Products under an Order and engage in related activities, including the right to use Customer Information to evaluate sequence characteristics for synthesizability and for synthetic process determination and verification; synthesize and validate DNA Products; improve Ansa’s manufacturing process, synthesis protocols, proprietary sequence classification tool, and provision of services; evaluate Customer’s potential interest in additional Ansa products and services, and privately contact Customer regarding such potential interest; and, if applicable, for the purpose of quality control of the DNA Products and regulatory compliance. Ansa shall not publicly disclose or share with third parties any Customer-identifying information or unique sequence data without Customer’s express permission, and shall maintain confidentiality of all Customer-provided sequences in accordance with the confidentiality provisions of this Agreement. Furthermore, all data will be handled in compliance with industry standards and Ansa’s Privacy Policy. For the avoidance of doubt, Ansa shall be responsible for its affiliates’ and service providers’ use of the Materials.

10. REPRESENTATION AND WARRANTIES. Customer represents and warrants that: (i) Customer owns or has all right, title, and interest in and to any intellectual property, licenses, registrations, consents and permissions required to grant Ansa the right to use Customer Information to make and supply the DNA Product under this Agreement and the Order; (ii) Customer Information shall not infringe or misappropriate any intellectual property right of any third party; (iii) all Customer Information will be deidentified and otherwise stripped of any identifiers of or information that can be used to identify any individual, including but not limited to any “Protected Health Information” as defined in 45 C.F.R. section 164. 103, “Personal Data” as defined in the General Data Protection Regulation (EU) 2016/679, or other information the disclosure of which is prohibited by applicable law or regulation; and (iv) Ansa’s possession and use of the Customer Information to manufacture DNA Product that Customer orders under and in accordance with this Agreement and the Order shall: (A) not violate any Applicable Laws or other agreements to which Customer is a party, or (B) not require registration or other action under United States Federal Select Agent rogram (FSAP) regulations, the United States Export Administration Regulations (EAR), or other biosecurity requirements, and (v) Customer will not import, export, or re-export the DNA Products in violation of any Applicable Laws.

11. DISCLAIMER OF WARRANTIES. THE DNA PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” ANSA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF THIRD PARTY RIGHTS AS WELL AS WARRANTIES REGARDING SECURITY, SAFETY, EFFICACY, ABSENCE OF ERRORS, ACCURACY, COMPLETENESS OF RESULTS THROUGH THE USE OF THE DNA PRODUCTS AND ANY WARRANTY ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE. 

12. LIMITATION OF LIABILITY. EXCEPT FOR SECTION 15 (CONFIDENTIALITY) AND SECTION 13 (INDEMNIFICATION), IN NO EVENT SHALL ANSA BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S PURCHASERS, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, CONTINGENT, STATUTORY OR ANY OTHER SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE USE OF (OR INABILITY TO USE) THE DNA PRODUCTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ANSA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW, ANSA’S LIABILITY FOR DAMAGES ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT OR SERVICES DELIVERED BY ANSA SHALL IN NO EVENT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER FOR PRODUCTS OR SERVICES DURING THE PRECEDING 12 MONTHS ON WHICH THE CLAIM IS BASED. 

13. INDEMNIFICATION. Ansa shall indemnify, defend, and hold harmless Customer and its directors, officers, employees, subcontractors, and agents (collectively, “Customer Indemnified Party”) from any and all suits, claims, demands, damages, injury, losses or reasonable attorneys’ fees and expenses (“Losses”) arising from or in connection with a third party claim or demand alleging against Customer Indemnified Party and all damages of Customer Indemnified Party arising out of any third party claim alleging any infringement of the such third-party’s intellectual property rights by Ansa. Notwithstanding anything to the contrary of the foregoing, Ansa is not obligated to indemnify, defend, or hold harmless Customer Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from Customer Indemnified Party’s: (i) use and/or combination of such DNA Product with other products or components; (ii) failure to comply with the Agreement; (iii) failure to acquire any applicable additional intellectual property rights related to Customer Indemnified Party’s use of the DNA Products; (iv) DNA Products that Ansa made in reliance upon Customer Indemnified Party’s instructions, Customer Information, specifications, or other directions; (v) modifications made by Customer Indemnified Party or any third party; or (vi) products originating from third parties. 

Customer shall indemnify, defend and hold harmless Ansa and its directors, officers, employees, subcontractors and agents (collectively, “Ansa Indemnified Party”) from and against any and all Losses arising from or in connection with a third party claim or demand alleging against Ansa Indemnified Party and all damages of Ansa Indemnified Party arising out of any third party claim alleging Customer Indemnified Party’s: (i) gross negligence, recklessness or willful misconduct; (ii) use of any DNA Products provided to Customer Indemnified Party; (iii) infringement or alleged infringement of any third party intellectual property rights arising from the use of any Customer Information in accordance with this Agreement (or on account of the manufacture or supply of DNA Products in accordance with the Order; (iv) breach of its obligations, warranties or representations under this Agreement; and (v) violation or alleged violation of any federal, state, county or local laws or regulations including, without limitation, the laws and regulations governing the safety and in the handling, storage or use of the DNA Products. 

14. FEEDBACK. Customers are encouraged to provide to Ansa reasonable suggestions, comments and feedback regarding the manufacture of DNA Products (collectively, “Feedback”). Customer acknowledges and agrees that any Feedback shall be the exclusive property of Ansa and may be used by Ansa for any purpose without restriction or compensation to Customer. 

15. CONFIDENTIALITY. “Confidential Information”) of a party means any information disclosed by or on behalf of a party or its representatives (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement that is (a) marked “Confidential” or “Proprietary” or (b) otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. Confidential Information does not include any information that the Receiving Party can show (i) is publicly available or becomes publicly available through no action or inaction of the Receiving Party; (ii) is in the rightful possession of the Receiving Party without confidentiality obligations at the time of disclosure by the Disclosing Party to the Receiving Party; (iii) is obtained by the Receiving Party from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality or (iv) is hereafter independently developed by Receiving Party without reference to or reliance upon any Confidential Information of the Disclosing Party. The Receiving Party shall (1) use the Confidential Information of the Disclosing Party solely to exercise its rights and fulfill its obligations under this Agreement, (2) except with the Disclosing Party’s express written consent, not disclose Disclosing Party’s Confidential Information to any third parties other than its own employees or agents on a need to know basis who are subject to written obligations of confidentiality and non- use that are at least as protective of Disclosing Party’s Confidential Information as this Agreement, and (3) take the precautions the Receiving Party employs with respect to protecting its own confidential information of a similar nature to protect the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, all Customer Information and DNA Products shall be Confidential Information of Customer. Ansa Technology, Ansa improvements, and Feedback shall be the Confidential Information of Ansa. Notwithstanding the foregoing, Ansa may disclose aspects of Customer Information in aggregation, without disclosing specific nucleotide sequences in such Customer Information, and provided that such disclosure does not identify Customer to any third party. This Agreement and any other aspects of an Order (including the pricing) shall be Confidential Information. If the Receiving Party becomes legally required to disclose any Confidential Information of the Disclosing Party, the Receiving Party will notify the Disclosing Party of such requirement and cooperate with the Disclosing Party’s efforts to contest such requirement and/or obtain a protective order preventing or limiting the disclosure. In any event, the Receiving Party shall disclose only that portion of Confidential Information that is legally required to be disclosed and such disclosed information shall maintain its confidentiality protection for all other purposes. Except to the extent set forth in this Agreement, upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents, notes and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof (excluding any Confidential Information that is subject to a surviving license granted to the Receiving Party hereunder); provided, however, that the Receiving Party may retain a single copy of such Confidential Information under conditions of confidentiality solely for legal archival purposes and for compliance with the surviving provisions of this Agreement and applicable laws and regulations. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require the Receiving Party to alter, modify, delete or destroy any electronic copy of files created automatically in the ordinary course of business pursuant to the Receiving Party’s standard electronic back-up and archival procedures so long as such electronic files are (x) maintained only on centralized storage servers (and not on personal computers or devices), and (y) not readily accessible by the Receiving Party’s employees or agents (other than its information technology specialists). The parties expressly acknowledge and agree that any breach or threatened breach of this Section by the Receiving Party may cause immediate and irreparable harm to the Disclosing Party that may not be adequately compensated by damages. Each party therefore agrees that in the event of such breach or threatened breach by the Receiving Party, and in addition to any remedies available at law, the Disclosing Party shall have the right to seek equitable and injunctive relief, without bond, in connection with such a breach or threatened breach. 

16. EXPORT CONTROLS. Customer acknowledges that any product supplied by Ansa is subject to U.S., EU and local government export controls. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of the products from the United States and their re-export from other countries. Customer must comply with the EAR, and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any product. Customer must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export, re-export, distribute or supply any products to (a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government; (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. Customer will, if requested by Ansa, provide information on the end user and end use of any product Customer exports or plans to export. 

17. GOVERNING LAW. This Agreement will be governed by the laws of the State of California without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for International Sale of Goods will not apply to this Agreement. 

18. ARBITRATION. Any dispute between the parties arising out of or in connection with this Agreement shall be settled by arbitration utilizing the dispute resolution procedures of the Judicial Arbitration & Mediation Service (JAMS) in San Francisco, California, by one arbitrator appointed in accordance with said rules. 

19. ORDERS; REJECTIONS OF CUSTOMER TERMS. All quotations, sales, shipments, licenses, and other transactions involving the DNA Product supplied by Ansa are governed exclusively by these Terms of Sale, together with any written quotation or order confirmation issued by Ansa. Any Purchase Order, procurement portal terms, vendor onboarding terms, or other document submitted by Customer is accepted solely for purposes of identifying the products or services ordered, quantities, shipping information, requested delivery dates, billing information, and similar administrative details. Ansa expressly rejects and objects to any additional, different, inconsistent, or conflicting terms contained in any Customer Purchase Order or other Customer document, including any terms stating that Customer’s purchase order terms supersede, control, or govern the transaction. Such Customer terms shall be of no force or effect unless expressly agreed to in a separate written agreement signed by an authorized officer of Ansa that specifically identifies the terms being accepted and states that such terms supersede these Terms of Sale. CONFLICT. In the event of any conflict between these Terms of Sale and any Customer Purchase Order or other Customer document, these Terms of Sale shall control, regardless of whether Ansa accepts, acknowledges, ships against, invoices against, or otherwise performs in response to such purchase order or document. Ansa’s fulfillment of an order shall not constitute acceptance of any Customer terms or operate as a waiver of this Section.

20. GENERAL. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit or restrict Ansa’s right and ability at all times to provide any products and services which are similar or identical to the DNA Products or DNA synthesis services to a third party, provided, however, that Ansa shall not use any Customer Confidential Information to provide such DNA products and services to such third party. Any notice or communication required or permitted under this Agreement must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by a nationally recognized overnight courier, certified mail, postage prepaid, to the address set forth in the Order (or specified by such party). This Agreement, together with the quotation, Order, and any other documents incorporated herein by reference, and any additional price or payment terms in the then-current quotation, constitutes the entire agreement regarding the subject matter hereof and supersede all prior or contemporaneous understandings, written or oral. This Agreement may only be amended or modified by an agreement in writing signed by each party hereto. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. Customer may not delegate any duties nor assign any rights or claims hereunder without the prior written consent of Ansa. Any purported assignment without Ansa’s consent shall be null and void. If any of the terms and conditions set forth in this Agreement are held to be illegal by any court of competent jurisdiction, all remaining terms set forth herein shall remain in full force and effect.

Ansa Biotechnologies
Addendum to the Terms of Sale

This addendum (“Addendum”) supplements Ansa Biotechnologies’ standard Terms of Sale, and is intended to establish the terms under which Ansa offers to customers the Ansa On-Time Guarantee (“AOTG”). This Addendum, only with respect to Orders containing products ordered by the customer in accordance with Ansa’s confirmation that such product is offered by Ansa under the AOTG program, supplements and is hereby incorporated into the existing Terms of Sale. All capitalized terms not defined herein have the meanings ascribed to them in the existing Terms of Sale. In case of any conflict between this Addendum and the Terms of Sale, this Addendum will control solely with respect to products ordered and sold under the AOTG program.

1. Overview and Purpose of Ansa On-Time Guarantee

1.1 Overview: The Ansa On-Time Guarantee (AOTG) is a program offered by Ansa Biotechnologies (“Ansa”) to incentivize customers to choose Ansa for their DNA synthesis needs by providing a money-back guarantee in the event Ansa cannot meet on-time shipping of qualifying Orders.

1.2 Purpose: The AOTG is designed to instill confidence in Ansa’s services. By providing an on-time shipping guarantee, Ansa aims to encourage customers to entrust Ansa with their DNA synthesis projects, knowing that timely shipping for products under the AOTG program is backed by a waived fee in the event of delay, as described below. This program underscores Ansa’s confidence in its technology and processes and its commitment to reliability and customer satisfaction.

2. Guaranteed Shipping Date and Product Classification

2.1 Guaranteed Shipping Date: For each Order accepted by Ansa, Ansa may, as further described in this Section 2, analyze the synthesizability of the corresponding sequences based on its broad experience in DNA synthesis and provide the customer with a guaranteed shipping date with respect to some or all of the DNA Product to be delivered under the Order (each such date a “Proposed Guaranteed Shipping Date,” and each product for which Ansa offers such Guaranteed Shipping Date, a “Proposed AOTG Product.” If the customer accepts such proposals within the time period prescribed in each such proposal, such date shall become a “Guaranteed Shipping Date” pursuant to the applicable quotation, and such product shall become an “AOTG Product”). The Guaranteed Shipping Date(s) will be documented in the Order confirmation provided to the customer. As described in this Section 2, not all products qualify for AOTG and AOTG is provided in Ansa’s sole discretion. For clarity, Ansa may provide different Guaranteed Shipping Dates for different DNA Product ordered under a single Order.

2.2 Ansa’s Classification of Sequence Synthesizability: 

For each Order submitted to or accepted by Ansa, Ansa may use a proprietary method to evaluate the synthesizability of each DNA sequence requested, prior to or after Order acceptance. Based on this evaluation, Ansa may categorize each ordered sequence into one of three tiers: “Guaranteed,” “Let’s Try,” or “Not Currently Possible,” and may in its sole discretion communicate such classification to the customer. If Ansa makes such classification and communicates such classification to the customer, the applicable DNA sequence shall be deemed to be “Classified” (and have the applicable “Classification”) as Guaranteed, Let’s Try, or Not Currently Possible, as appropriate. In such cases, the Classification of such DNA sequence shall determine the applicability of AOTG to the appropriate sequence as set forth in this Section 2. For clarity, for any sequence that has not received a Classification, Ansa may in its sole discretion choose to offer or withhold AOTG and/or a Guaranteed Shipping Date.

2.3 Guaranteed Tier: Guaranteed sequences correspond to those which Ansa’s technology and experience indicate can be synthesized within standard workflows and predictable timelines. Such sequences generally do not contain features deemed extraordinarily challenging or unprecedented. An Order containing sequences Classified as Guaranteed qualifies for the benefits of AOTG, and Ansa may provide Proposed Guaranteed Shipping Dates or Guaranteed Shipping Dates for the applicable Guaranteed sequences in such Order in accordance with Section 2.1, along with a money-back guarantee for such Order in accordance with Section 4. If Ansa provides multiple distinct Proposed Guaranteed Shipping Dates or Guaranteed Shipping Dates for a single Order, such Order shall be deemed to be split into Tranches in accordance with Section 3.

2.4 Let’s Try Tier: Let’s Try sequences correspond to those that include novel, highly complex, or otherwise challenging DNA sequences which push the boundaries of current synthesis capabilities. These may include sequences with extreme GC content, extensive repetitive elements, secondary structures, or other atypical features. Any sequence classified as Let’s Try by Ansa is excluded from AOTG and does not have any Guaranteed Shipping Date. Such sequences shall be governed solely by the standard Terms of Sale, except as otherwise set forth in this Addendum. Ansa shall endeavor to deliver Let’s Try Orders in a timely manner, but given the uncertainty inherent in such sequences, neither successful manufacturing of the construct nor its timely shipment is guaranteed. If Ansa successfully manufactures the Let’s Try construct, the customer is obligated to pay the invoice as long as the construct is received within 30 days of Order placement.

2.5 Not Currently Possible Tier: Sequences classified as Not Currently Possible correspond to those Ansa believes to be beyond Ansa’s current technical capability or otherwise not feasible to synthesize with acceptable quality. Such Classification may arise due to sequence length or composition, or violation of safety or biosecurity guidelines. Any sequence Classified as Not Currently Possible is not accepted by Ansa for synthesis and will not be subject to AOTG under any circumstances (including in the event that Ansa agrees to attempt synthesis of such sequence; any such attempt will be subject to mutual agreement of Ansa and the customer). Such sequences, if Ansa attempts the manufacture of such sequences by mutual agreement with the customer, shall be governed solely by the Terms of Sale.

3. On-Time Shipping and Definition of “Missed Commitments”

3.1 Tranche Shipments for Large or Diverse Orders: For any large Order consisting of multiple DNA constructs or a high volume of sequences (as determined by Ansa in its sole discretion), or any Order that in Ansa’s estimation is most effectively shipped in distinct partial shipments, Ansa reserves the right to fulfill such Order in partial shipments (“Tranches”). In such cases Ansa shall notify the customer that such Order will be handled in Tranches, shall specify which sequences belong to each Tranche, and shall provide an estimated schedule or sequence with which such Tranches shall be delivered. Ansa may assign an independent Guaranteed Shipping Date to the sequences Classified as Guaranteed in each distinct Tranche.

3.2 Definition of “Missed Commitment”: A Tranche or Order (if such Order is not subdivided into Tranches) including AOTG Product with an associated Guaranteed Shipping Date will be deemed a “Missed Commitment” if Ansa fails to Ship such AOTG Product on or before 11:59 pm local time on such Guaranteed Shipping Date. To “Ship” means to tender such AOTG Product to Ansa’s designated shipping carrier (or to make it available for pickup, as applicable). For clarity, an Order that is subdivided into Tranches cannot qualify as a Missed Commitment in its entirety, and only the corresponding Tranches that include such delayed AOTG Product can qualify as Missed Commitments. Furthermore, delays that occur after Shipping (for example, delays in carrier transit subsequent to pickup by the carrier) shall not give rise to a Missed Commitment under this Addendum. Additionally, notwithstanding any other provision of this Addendum, delays to the extent resulting from circumstances outside of Ansa’s reasonable control (including the below) (“Permitted Delays”) shall not give rise to Missed Commitments, and shall not trigger the consequences described in Section 4:

• Shipping Delays Outside Ansa’s Control: Any delay not caused by Ansa and caused by a third-party shipping carrier, including any failure by a carrier to (a) receive tendered delivery of AOTG Product at a scheduled time or (b) pick up available AOTG Product at a scheduled time.
• Customer-Caused Delays: Any delay resulting from the customer’s actions or omissions, such as late submission of information necessary to the applicable Order, changes to such Order or to sequence(s) in such Order after Order acceptance, failure to promptly confirm design details where approval is needed, or not accepting a Proposed Guaranteed Shipping Date promptly.
• Force Majeure Events: Any delay due to events of force majeure, including natural disasters, acts of government, labor disputes, embargo, riot, fire, flood, war, epidemic or pandemic, accident, equipment breakdown, or strike.

3.3 Notification of Delay: In the event Ansa anticipates that the Shipment of certain AOTG Product might not meet its Guaranteed Shipping Date, Ansa will, when feasible, promptly notify the customer. Such notice is for customer convenience and planning purposes and does not entitle the customer to any remedies or waive any rights of either party under this Addendum. If and only if the applicable Tranche or Order (if such Order was not split into Tranches) ultimately Ships after the Guaranteed Shipping Date not by reason of Permitted Delays, it will be treated as a Missed Commitment with the consequences described in Section 4.

4. Handling and Consequences of Missed Commitments

4.1 Notification of a Missed Commitment: If certain quantities of AOTG Product in a particular shipment qualify as a Missed Commitment under Section 3, Ansa will promptly notify the customer that the Guaranteed Shipping Date was not met. This communication may be via email or Ansa’s order management system. Such notification will specify the AOTG Product applicable to such Missed Commitment and confirm that the customer will not be charged for the Tranche or Order (if such Order was not split into Tranches) constituting such Missed Commitment.

4.2 Price and Payment for Missed Commitments: The purchase price for any Tranche or Order (if such Order was not split into Tranches) constituting a Missed Commitment shall be zero. Any prepayment for such Tranche or Order (if such Order was not split into Tranches) shall be refunded or credited towards any portion of any current Tranche or Order (if such Order was not split into Tranches) that does not constitute a Missed Commitment.

4.3 Shipping of Missed Products: In the event of a Missed Commitment, Ansa shall, at the customer’s option, either (a) continue to make and deliver the quantities of DNA Product that belong to such Missed Commitment in accordance with the standard Terms of Sale with no charge, or (b) cancel such quantities with no charge by written notice to the customer.

4.4 Exclusive Remedy: The parties agree that the consequences described in this Section 4 shall constitute the customer’s sole and exclusive remedy and Ansa’s sole and exclusive liability for any Missed Commitment or any failure to meet a Guaranteed Shipping Date or other obligations set forth in this Addendum.

4.5 Procedure for Disputes: If the customer believes that certain quantities of AOTG Product has not met an applicable Guaranteed Shipping Date, the customer must notify Ansa in writing within 5 days of such discovery or receipt of such AOTG Product, whichever is earlier. Ansa will review the applicable timeline and, if Ansa confirms customer’s discovery, Ansa will refund any payment by customer for the Tranche or Order (if such Order was not split into Tranches) constituting a Missed Commitment by reason of such AOTG Product, as applicable, in accordance with this Section 4, and shall confirm that customer owes no payment for such Tranche or Order (if such Order was not split into Tranches). Any disputes regarding whether a shipment constitutes a Missed Commitment or whether a Missed Commitment occurred due to a Permitted Delay will be resolved in good faith between Ansa and the customer, or according to the dispute resolution terms of the Terms of Sale.

5. Limitation of Liability. IN NO EVENT SHALL ANSA BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S PURCHASERS, LICENSORS, LICENSEES, SERVICE PROVIDERS, SUPPLIERS, AFFILIATES OR AGENTS FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, CONTINGENT, STATUTORY OR ANY OTHER SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA) ARISING OUT OF OR RELATED TO THIS ADDENDUM (INCLUDING ANY FAILURE TO TENDER DELIVERY OF DNA PRODUCT BY A GUARANTEED SHIPPING DATE), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ANSA WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. ANSA’S LIABILITY FOR DAMAGES ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT OR SERVICES DELIVERED BY ANSA SHALL IN NO EVENT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER FOR SUCH SHIPMENT OF PRODUCTS OR SERVICES.

6. General Provisions

6.1 Integration with Existing Terms: This Addendum is hereby incorporated into the Terms of Sale between Ansa and the customer solely with respect to Orders containing AOTG Product, and shall not apply to any Order or Tranche not containing AOTG Product. Except as expressly modified by this Addendum, all terms and conditions of the Terms of Sale remain in full effect.

6.2 No Waiver of Rights: Ansa’s offering of the AOTG and Ansa’s performance under this Addendum shall not be construed as a waiver of any of Ansa’s rights or remedies under the Terms of Sale, except as expressly stated herein. The customer’s acceptance of a $0 charge for a Missed Commitment does not waive the customer’s rights regarding the quality or conformance of the product to specifications.

6.3 Modification or Termination of AOTG Program: Ansa reserves the right to modify or terminate the AOTG program at any time in its sole discretion. Ansa may amend this Addendum at any time in its sole discretion. Orders confirmed for AOTG Product after the effective date of any such modification will be subject to the Addendum as amended.

6.4 Governing Law and Jurisdiction: This Addendum is subject to the same governing law and dispute resolution provisions as the Terms of Sale. All terms regarding limitations of liability, indemnification, and other general provisions in the Terms of Sale apply to this Addendum, except to the limited extent that this Addendum expressly provides otherwise.