GLEN RESEARCH LLC TERMS AND CONDITIONS OF SALE 

The terms and conditions set forth herein (“Terms and Conditions”) govern the sale of by Glen Research LLC (“Glen”) pursuant to any Glen Quote. The Quote, these Terms and Conditions and the Purchase Order (collectively, the “Agreement") shall exclusively govern the ordering, purchase and provision of Products and shall override any conflicting, amending or additional terms contained in any purchase orders, invoices or other ordering documents relating to any Products purchased under this Agreement, which other terms and conditions shall be null and void. Capitalized terms shall have the meanings as defined herein.

1. Supply of Products and Performance of Services.
1. 1.1. Purchase Orders. Customer may place orders for Products, as may be offered by Glen from time to time pursuant to a document issued by Glen to Customer that includes a description of the Products and the prices quoted therefor (the “Quote”). All Customer orders shall be confirmed by purchase order submitted by Customer to Glen specifying the quantity of Products (each a “Purchase Order”) or by electronic conformation by Glen as applicable. Purchase Orders are subject to review and acceptance by Glen. Once a Purchase Order is accepted by Glen, it becomes binding on the Parties. Customer may not modify or cancel a Purchase Order or this Agreement without Glen’s express written consent. Modification or cancellation may require payment by Customer of certain costs incurred by Glen. “Products” means the products set forth in the Quote.
2. 1.2. Products and Prices Subject to Change. Glen reserves the right to discontinue any Products or change Product Specifications/instructions without prior notice, provided that any Products delivered under a Purchase Order accepted by Glen shall comply with the Specifications in the Quote referenced therein. “Specifications” means the description and characteristics of a Product, as set forth in the Quote, including any technical documents or certificates of analysis issued in respect of such Product.
2. Shipping and Delivery.
1. 2.1. Shipping/Customs. Shipping costs are prepaid and added to the invoice. Glen shall not be liable for delays in shipping or customs clearance. Separate line items may include charges for insulated boxes, special hazardous material fees and/or handling fees which will be charged as applicable and shall be in addition to the price in the Quote.
2. 2.2. Delivery, Title and Risk of Loss. Delivery is Ex Works (Incoterms 2020 Glen's location, freight prepaid and added unless shipped on Customer's account (FedEx, UPS, DHL). Glen reserves the right to make delivery in installments. Delay in delivery of any installment shall not relieve Customer of Customer's obligations to accept remaining deliveries.
3. Inspection, Rejection, and Returns.
1. 3.1. Inspection. Customer shall inspect Products shipped hereunder and shall notify Glen in writing of any claims for shortages, defects, or damages and shall hold the goods for Glen's instructions regarding disposition within thirty (30) days. If Customer fails to notify Glen within thirty (30) days after Customer has received the Products, such Products shall be deemed to have been irrevocably accepted by the Customer. Customer agrees to cooperate with Glen’s reasonable requests for information regarding any damaged or defective Products, including photographic evidence, as applicable.
2. 3.2. Shortage. Following Glen’s receipt of a notice of Product shortage in delivery, Glen will deliver the quantity of Product required to remediate the shortage as soon as commercially practicable.
3. 3.3. Non-Conforming Products and Services. If (a) the Products do not conform to the Specifications or Customer requirements set forth in the Quote (each a “Non-Conformance”), Glen, at its sole option, shall provide replacement Product or credit the price paid by Customer for such Non-Conformance. The foregoing shall be Customer's sole remedy for any cause of action arising out of or in connection with Non-Conformance. 
4. 3.4 Warranties Void. Glen's warranties made in connection with this sale shall be void if Glen determines, in its sole discretion, that Customer or its carrier has (i) misused the Products in any manner; (ii) failed to use the Products in accordance with industry standards and practices, or instructions provided by Glen; (iii) failed to transport or store the Products in accordance with industry standards or product literature; or (iv) otherwise through its or its service provider’s or agents’ acts or omissions caused the Non-Conformance.
4. Price and Payment.
1. 4.1. Price and Currency. The Price for Products will be the price set forth in the Quote. Except as otherwise expressly indicated, all references to “$” or to “dollars” or “USD” in this Agreement shall be read as referring to the legal tender of the United States of America.
2. 4.2. Changes to Products and Prices. All Products and prices in Glen's catalogs and Quotes are subject to change without notice at any time prior to acceptance of a Purchase Order by Glen.
3. 4.3. Payment Terms. Customer shall pay each invoice within thirty (30) days from the date of invoice. Glen may request prepayment for Products at its discretion.
4. 4.4. Late or Missed Payments. Glen may charge interest at the lower of (a) two percent (2%) per month or (b) the highest interest rate permitted under applicable law, calculated from the due date until paid on all overdue amounts. Glen reserves all other rights granted to a seller under the Uniform Commercial Code ("UCC") for Customer's failure to pay for the Products or for any other breach by Customer of this Agreement.
   
5. 4.5. Taxes. Any tax, duty, or any other fee of any nature whatsoever imposed by a government authority, on or measured by the transaction between Glen and Customer (including without limitation sales, excise, use, or value-added taxes, but excluding taxes on Glen's income (which income taxes shall be the responsibility of Glen)) shall be paid by Customer.
5. Intellectual Property. Unless expressly stated, nothing in this Agreement shall be deemed to constitute the grant of any license or other right to Customer in respect of any intellectual property right owned or controlled by any third party. Customer shall be solely responsible for obtaining any and all licenses under any intellectual property rights owned or controlled by a third party that Customer may require in connection with its uses of any chemical or biological materials, including the Products.
6. Glen Warranties.
1. 6.1. Glen warrants that (i) it has authority to enter into and perform its obligations under this Agreement; (ii) it will manufacture the Products in accordance with applicable laws and regulations of the United States relevant to the manufacture of the Products, and (iii) the Products shall conform in all material respects to the Specifications.
2. 6.2. GLEN’S WARRANTY IS EXCLUSIVE AND NON-TRANSFERABLE. THE PRODUCTS ARE PROVIDED "AS IS" AND GLEN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND (EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6) EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF DESIGN, MERCHANTABILITY, SAFETY, USEFULNESS, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. PRODUCTS HAVE NOT BEEN TESTED BY OR FOR GLEN FOR SAFETY OR EFFICACY, NOR REVIEWED OR APPROVED FOR ANY PARTICULAR USE BY ANY REGULATORY AGENCY.
7. Customer Warranties.
1. 7.1. Customer hereby warrants and represents to Glen that: (i) it has authority to enter into and perform its obligations under this Agreement; (ii) it will comply with all handling instructions, if any, furnished by Glen relating to the Products; (iii) without limiting Customer's right to perform inspection and quality testing of the Product's compliance with the Specifications, it will not reverse engineer, deconstruct, disassemble, analyze, or otherwise modify any Products or samples of Products; and (iv) it has the right to provide Confidential Information to Glen under this Agreement.
   7.2.    Customer is solely responsible to confirm that (i) the Products are suitable for Customer's intended purpose and use; and (ii) Customer's use complies with applicable laws.
   
8. Indemnification; Limitation of Liability.
1. 8.1. Customer will indemnify, defend and hold harmless Glen, its affiliates, and their respective directors, officers, employees and agents (the "Glen Indemnified Parties") from all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) that any of Glen Indemnified Parties may suffer as a result of any claims, demands, actions or other proceedings made by any third party and arising out of or relating to (i) Customer's breach of this Agreement including any of Customer's representations and warranties or (ii) Customer's and its affiliates' and their respective directors, officers, employees, service providers' and agents' possession, use (or misuse) of the Products for any purpose. 
   8.2. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GLEN NOR ITS AFFILIATES, NOR THEIR RESPECTIVE REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSSES DUE TO THIRD PARTY CLAIMS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE ARISING OUT OF OR RELATED TO THIS AGREEMENT. GLEN'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID TO GLEN BY CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM.
   
9. Termination.
1. 9.1. Material Breach. Either Party may terminate this Agreement if the other Party has committed a material breach of this Agreement that remains uncured for thirty (30) days following notice from the non-breaching Party. 
2. 9.2. Termination by Glen. Glen may immediately terminate this Agreement if Glen determines that biosecurity, biosafety, or feasibility reasons prevent or are likely to prevent the performance of the Services. Glen may immediately terminate this Agreement, in the event that Customer becomes, or is likely to become subject to any form of insolvency, administration, receivership, bankruptcy or liquidation.
   9.3. Survival. The Parties' rights and obligations under this Agreement which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including (a) Customer's obligation to pay invoices or other amounts due under this Agreement at the time of such termination which are otherwise due by Customer, and (b) each Party's rights and obligations under Sections 4, 5, 6, 7, 8, 10, and 11.
   
10. Confidentiality. “Confidential Information” means: any technical, business or financial information disclosed directly or indirectly during the term by a Discloser to a Recipient pursuant to this Agreement, including without limitation, information regarding Discloser’s products, services, suppliers, vendors, contractors, customers, prices inventions (whether or not patentable), intellectual property, studies, methods, processes, procedures, formulae, specifications, sequences and chemical structures, know-how, samples, tangible objects, and all documents and records prepared by any person generated from or based upon any part of the foregoing information so disclosed; provided, that such information: (i) is designated as confidential at the time of its initial disclosure; or (ii) by its nature, would be expected by a reasonable person to be treated in a confidential manner. “Discloser” means a Party or its Representatives that discloses Confidential Information under this Agreement. “Party” means either Glen or Customer individually; and “Parties” means Glen and Customer, collectively. “Recipient” means a Party or its Representatives that receives Confidential Information under this Agreement. “Representative” means, with respect to a Party, the directors, officers, agents, employees, consultants and advisors of such Party or its affiliates. In the case of Glen, only affiliates controlled by Maravai Intermediate Holdings LLC shall be deemed affiliates of Glen.
1. 10.1. Obligation of Confidentiality. Recipient shall take reasonable measures, but no less than the measures it employs with respect to its own confidential information, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Discloser. Recipient shall immediately notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed to any third party without Discloser's prior written consent.
   10.2. No Unauthorized Use. Recipient shall not use the Confidential Information except in connection with its performance of this Agreement. Recipient shall not permit any Confidential Information to be used by any third party without Discloser's prior written consent. Recipient shall not reverse engineer, disassemble, decompile, or duplicate any samples or other tangible objects or other tangible objects that embody the Confidential Information or use the Confidential Information to circumvent the Discloser in its business relationships.
   10.3. Liability for Representatives. Recipient may disclose Confidential Information only to those of its Representatives who need to know the Confidential Information for performance of this Agreement. Recipient shall be liable for any disclosures of Confidential Information by its Representatives as if the disclosure had been made by the Recipient. Recipient agrees, at its sole expense, to take all commercially reasonable measures (including but not limited to court proceedings) to restrain its Representatives from unauthorized disclosure or use of the Confidential Information.
   10.4. Exceptions. The confidentiality and non-use obligations of this Agreement will not apply to Confidential Information that Recipient can establish: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser as evidenced by records other than through an unauthorized disclosure by Recipient; (ii) becomes publicly known or made generally available without a duty of confidentiality through no action or inaction of Recipient; (iii) is in the rightful possession of Recipient from a third party without confidentiality obligations or restrictions and without breach of this Agreement as shown by Recipient's written records; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information or (v) is required to be disclosed.
   
2. 10.5. Legally Required Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information under applicable law, Recipient will, where legally permissible, provide Discloser with prompt written notice of such disclosure and will, at Discloser’s request, reasonably assist Discloser in seeking a protective order or another appropriate remedy at Discloser’s expense. Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
   10.6. Return and Destruction of Confidential Information. Upon termination or expiration of this Agreement, or earlier upon receipt of written request from the Discloser, Recipient agrees to return or destroy all Confidential Information, including materials, received from the Discloser; provided, however, that (i) Recipient may retain in its confidential files one (1) copy of written Confidential Information for record purposes only, and (ii) nothing herein will require Recipient to delete or purge any records in backup or archival systems kept in the normal course of business.
   
11. Miscellaneous.
1. 11.1. Assignment. Neither Party shall assign, or otherwise transfer any rights or obligations under this Agreement, without the prior written consent of the other Party. 
   11.2. Governing Law. This Agreement and any dispute or claim arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Parties agree that any application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded and shall NOT apply to this Agreement.
   11.3. Compliance with Laws and Export Control. Customer shall comply with all applicable laws and regulations in all material respects, including the U.S. Foreign Corrupt Practices At (as amended from time to time) and any U.S. laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the U.S. Department of Commerce and the U.S. Department of Treasury (or any successor agency of any of the foregoing) governing the transfer of certain commodities and technical data or sanctioned individuals, entities or countries. 
   11.4. Publicity. Neither party will use the name of the other Party in connection with any public announcement without the consent of the other Party. 
   11.5. Force Majeure. Except for payment obligations, neither Party shall be liable to the other for failure to perform its obligations under this Agreement where such failure is caused by strikes, fires, earthquakes, embargoes, any governmental act or regulation, acts of God, pandemic, acts of war, insurrection, riot or civil disturbance, or any other cause not under the control of the defaulting Party.
   11.6. General. This Agreement is the final, complete, and exclusive statement of the understanding between the Glen and Customer with respect to the subject matter hereof. In the event of a conflict between the Quote and these Terms and Conditions, these Terms and Conditions shall prevail. Products supplied by Glen under this Agreement are on a non-exclusive basis. No terms, conditions, usages of trade, courses of dealing or agreements purporting to modify, vary, explain, or supplement this Agreement will be binding. This Agreement may not be waived, amended, or otherwise modified except by a writing signed by both Glen and Customer. If any provision of this Agreement is held invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The relationship of the parties is that of independent contractors, and nothing herein will be construed as establishing one party or any of its employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other. No remedy herein provided will be deemed exclusive of any other remedy allowed by law or in equity. All rights and obligations of the parties set forth herein that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire and will bind the parties and their legal representatives, successors, and permitted assigns.
   
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Version date: May 2025