Addendum to Synthego GMP Terms and Conditions of Sale Applicable to Orders Including GMP AccuBase™ Products

This Addendum applies only to purchase orders for GMP AccuBase Products fulfilled by Synthego. All other Synthego GMP product orders remain subject solely to the Terms. This Addendum is incorporated into and forms part of the Terms solely with respect to the AccuBase Products.

2.1. Synthego Warranty Disclaimer: Synthego does not manufacture the AccuBase Products and makes no warranties, express or implied, regarding them. Synthego disclaims all warranties with respect to the AccuBase Products, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Synthego’s obligations are limited to its distribution role and adherence to applicable GMP distribution protocols.

2.2. Kactus Warranties: Kactus represents and warrants that the AccuBase Products strictly conform to the specifications, cGMP, applicable laws, and are free from defects in materials, workmanship, and manufacture for the later of twenty-four (24) months from delivery to Synthego’s facility or the Product expiration date. Kactus also warrants that the Products are not subject to any recalls at the time of delivery, comply with the shelf-life requirements, and are free of any liens or encumbrances.

2.3. Base Warranties: Base represents and warrants that it owns or has the right to license the intellectual property incorporated into the AccuBase Products, that to its knowledge, the AccuBase Products do not infringe any third-party IP rights, and that product specifications and documentation comply with all applicable laws and safety regulations.

2.4. Disclaimer of Other Warranties: Except as expressly set forth herein, Kactus and Base expressly disclaim all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

All claims under these warranties must be made directly to Synthego, who will coordinate with the relevant party (Kactus or Base) as appropriate.

Base owns all intellectual property in and to the AccuBase™ GMP protein. Customers intending to use the product in clinical trials or for commercial purposes (i.e., beyond the protection of the research-use exemption or safe harbor provisions such as 35 U.S.C. § 271(e)(1)) must first obtain a license directly from Base. Synthego shall direct such Customers to Base for licensing discussions but shall not be responsible for negotiating, executing, or enforcing any license agreements. Regulatory support and product access may be limited in the absence of a license where required.

Synthego shall facilitate Customer requests for regulatory documentation by coordinating with Kactus. Kactus shall provide necessary documentation (e.g., executed batch records, QC data, CoAs) in support of regulatory submissions where permitted. Such support is only available to Customers that are properly licensed or who qualify under a safe harbor. Synthego shall not be responsible for the accuracy or completeness of such documentation. Additional regulatory support from Synthego is subject to a mutually agreed-upon fee.

Synthego shall not be responsible for conducting or approving audits of Kactus’s manufacturing facility. Customers seeking to audit the manufacturing site will be referred directly to Kactus. Synthego may host audits of its own facilities with respect to distribution-related controls, consistent with its standard Terms.

Synthego shall not be responsible for entering into full quality agreements with Customers for the AccuBase Products. If a Customer wishes to enter into a quality agreement with Kactus, Synthego may facilitate the exchange of information or documentation but shall have no responsibility for Kactus’s manufacturing quality systems. For distribution-related controls (e.g., labeling, handling, traceability), Synthego and Customer may enter into a limited quality agreement, as appropriate.

To the maximum extent permitted by law and notwithstanding anything in the Standard Terms to the contrary, Synthego shall have no liability under any legal theory, including contract, tort (including negligence), strict liability, or otherwise, for any damages arising from the use, performance, or defects of the AccuBase Products. Synthego’s liability shall be limited solely to its own Products. Kactus and Base shall be solely responsible for the warranties and representations made with respect to their respective roles.

Customer agrees to indemnify, defend, and hold harmless Synthego, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, losses, damages, costs, and expenses (including reasonable attorneys’ fees) that arise out of or relate to: (a) Customer’s use of GMP AccuBase Products in any manner inconsistent with the end-use limitations, licensing obligations, or regulatory restrictions set forth by Base Therapeutics, KactusBio, or Synthego; (b) any claims related to Customer’s failure to obtain required licenses or comply with the applicable laws and regulatory filings (including for clinical trials or therapeutic development); (c) any modifications, combinations, or applications of the Products made by or on behalf of the Customer that were not authorized or provided for in the Product documentation; or (d) Customer’s independent use of AccuBase Products outside of Synthego’s control. This indemnification obligation will survive delivery, use, expiration, or termination of the applicable purchase and shall be in addition to, and not in lieu of, any other legal remedies available to Synthego.

Notwithstanding anything to the contrary in the Terms, for GMP AccuBase Products, Synthego shall act solely as a facilitator of return requests. Synthego does not manufacture the AccuBase Product and shall not be liable for any product nonconformance or quality issues attributable to manufacturing defects. All return or replacement requests related to GMP AccuBase Products are subject to prior review and confirmation of nonconformance by Kactus. Synthego will coordinate return logistics and communication with Kactus in good faith. Any remedy, including replacement or credit, shall be contingent upon Kactus’s evaluation and confirmation of defect or noncompliance with product specifications or applicable GMP standards, and in Kactus’s sole discretion.

However, if the defect or issue is attributable to Synthego’s own handling, packaging, or fulfillment error (e.g., incorrect shipment, storage issue), Synthego will handle the return and, at its discretion, provide replacement, refund, or credit directly to the Customer. Returns will not be accepted for Products that have been misused, improperly stored, or used contrary to product labeling, documentation, or applicable use restrictions.