This Addendum (“Addendum”) supplements and modifies Synthego Holding LLC’s standard Research Use Only (RUO) Terms and Conditions of Sale (“Terms”), solely with respect to orders that include the RUO version of the AccuBase™ product (the “RUO AccuBase Product”), which is manufactured by KactusBio, Inc., (“Kactus”) and incorporates intellectual property owned by Base Therapeutics (“Base”). In the event of a conflict between this Addendum and the Synthego RUO Terms, this Addendum shall control solely with respect to the RUO AccuBase Product. Capitalized terms not defined in this Addendum shall have the meaning given to them in the Terms.
This Addendum applies only to purchase orders for RUO AccuBase Products fulfilled by Synthego. All other Synthego RUO 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.
Notwithstanding any other provision in the Synthego RUO Terms, Synthego makes no independent warranties with respect to the RUO AccuBase Product. Any applicable warranty for the RUO AccuBase Product shall be limited to the manufacturer’s standard warranty provided by Kactus, if any, and is subject to any disclaimers or limitations therein. The RUO AccuBase Product is provided strictly on an "as-is" basis, without any warranty from Synthego, express or implied.
Kactus warrants that AccuBase RUO will conform to the technical specifications provided by Kactus at the time of delivery and will be free from material defects in materials and workmanship for a period of six (6) months. Base warrants it has the rights to license the relevant IP associated with AccuBase RUO and that, to its knowledge, the product does not infringe third-party rights. All other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose, are disclaimed to the fullest extent permitted by law.
Customer may use the RUO AccuBase Product for internal, non-commercial, research use only, and in accordance with all use restrictions provided by Synthego, Kactus, or Base, including any labeling, product inserts, or other documentation delivered with the Product. Customer may not modify, reverse engineer, or analyze the RUO AccuBase Product for competitive purposes; resell or redistribute the RUO AccuBase Product; or use it in any clinical, therapeutic, or diagnostic applications.
Base Therapeutics retains all right, title, and interest in and to the intellectual property covering the RUO AccuBase Product. No rights or licenses are granted to Customer under any patent, trademark, or other intellectual property right of Base, Kactus, or Synthego, except for the limited use right described in Section 3. Any commercial or clinical use of the RUO AccuBase Product requires a separate license from Base, to be negotiated directly between the Customer and Base.
Customer agrees that (i) to the extent Synthego is required to pass through any indemnification obligations from Kactus or Base, such obligations shall be incorporated by reference and apply to the RUO AccuBase Product, (ii) Customer’s sole remedy for any issues related to the RUO AccuBase Product shall lie against the manufacturer, subject to the manufacturer’s terms.
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 claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of the RUO AccuBase Product in violation of applicable laws, regulatory guidance, or the Limited Use License and restrictions provided by Synthego, Kactus, or Base; (b) any unauthorized or improper use of the RUO AccuBase Product, including but not limited to use in diagnostic, therapeutic, or clinical applications; or (c) any use or handling of the RUO AccuBase Product outside of Synthego’s control or in a manner inconsistent with the documentation, labeling, or product inserts provided with the Product. This indemnity shall survive expiration or termination of the agreement and shall 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 RUO AccuBase Products, Synthego shall act solely as a facilitator of return requests. All return or replacement requests related to RUO 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, and in Kactus’s sole discretion.
However, if the issue arises due to Synthego’s own handling or fulfillment error, Synthego shall be responsible for resolving the matter directly with the Customer, including issuing any applicable refund, credit, or replacement. Returns will not be accepted for Products that have been misused, improperly stored, or used contrary to product labeling, documentation, or applicable use restrictions.
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