These Terms and Conditions are incorporated into each Purchase Order (“P.O.”) VIVEX accepts. Each P.O. constitutes an offer which shall be deemed accepted solely by VIVEX’s authorized signature on the P.O.1. PARTIES. VIVEX Biologics, Inc., a Delaware corporation, is “Company,” and the person or company purchasing goods, referenced on the P.O. is “Buyer” (individually “Party” and collectively “Parties”). All materials, goods or work described on the P.O. regardless of type, is referred to as “Products.”

2. PRICE ADJUSTMENTS; PAYMENT. Buyer is solely responsible for any state, local, or federal sales, use, excise or other taxes and unless specifically stated. Taxes will be added to the final invoice price where Company is required to collect from Buyer; provided, if Company does not collect applicable taxes and is later asked by or required to pay such taxes to any taxing authority, Buyer will make prompt payment to Company. At Company’s option, prices may be adjusted to reflect any increase in costs resulting from state, federal or local legislation or any change in the rate charge or classification of any carrier. Unless otherwise specified by Company, all prices are F.O.B. Company’s plant and payment is due net 30 days from date of shipment. Past due invoices are subject to a service charge on the unpaid balance at an interest rate of the lesser of 18% per annum or the maximum allowable interest under applicable law. Buyer shall reimburse all expenses Company incurs in collection, including reasonable attorneys’ fees.

3. SHIPMENT; DELIVERY; RISK OF LOSS. Title to and risk of loss of the Products pass to Buyer when Company delivers the Products to a carrier. Each shipment date is approximate. Company is not responsible for damages of any kind resulting from any delay in shipment or delivery of Products. Buyer is responsible for all shipping, delivering, handling, storage and insurance charges; such charges shall be added to the final invoice or reimbursed by Buyer to Company upon Company’s payment of such charges.

4. WARRANTY. The only warranty given in respect of any Product is the express written Warranty provided by Company and included with the Product, if any. COMPANY MAKES NO OTHER WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE ON THE PRODUCTS, OR ON ANY PARTS OR LABOR FURNISHED DURING THE SALE, DELIVERY, INSTALLATION, OR SERVICING OF THE PRODUCTS. COMPANY DISCLAIMS ALL WARRANTY AGAINST DISEASE TRANSMISSION AND CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR NON-INFRINGEMENT. ADDITIONALLY, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE BIOLOGIC PROPERTIES OR BIOMECHANICAL PROPERTIES OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION THE RISK OF DISEASE TRANSMISSION TO POTENTIAL RECIPIENTS. FOR THIS SECTION: (A) “BIOLOGIC PROPERTIES” MEANS THE GENETIC PROPERTIES OF A PART OR FUNCTION OF A LIVING BODY; AND (B) “BIOMECHANICAL PROPERTIES” MEANS THE MECHANICAL PROPERTIES OF A PART OR FUNCTION OF A LIVING BODY, WHICH PROPERTIES DEPEND UPON THE INHERENT PROPERTIES OF THE PART OR FUNCTION’S CONSTITUENTS AND UPON HOW THE CONSTITUENTS ARE ARRANGED RELATIVE TO EACH OTHER.

5. CLAIMS; COMMENCEMENT OF ACTIONS; RETURNS. Buyer shall promptly inspect all Products upon delivery. No claims for shortages will be allowed unless such shortages are reported to Company within seven days after delivery. No other claims against Company relating to any Products will be allowed unless asserted in writing within 30 days after delivery of such Product. Any lawsuit or other action by Buyer based upon breach of this contract or upon any other claim arising out of this sale must be commenced within one year from the date of the tender of delivery by Company. Returns of Products by Buyer to Company must conform to Company’s “Biologics Return Policy and Restocking Fee” Policy.

6. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER WHETHER AS A RESULT OF CONTRACT BREACH, TORT OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR AS THE RESULT OF THE SALE, DELIVERY, NON-DELIVERY, INSTALLATION, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED, WITHOUT COMPANY’S WRITTEN CONSENT EVEN THOUGH COMPANY HAS BEEN NEGLIGENT. IN NO EVENT SHALL COMPANY’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.

7. CREDIT; RIGHTS OF COMPANY. If Buyer fails to pay any indebtedness to Company promptly when due or if Buyer’s performance or financial condition shall at any time seem to Company inadequate to warrant an extension of credit, Company may, if it so elects, with or without demand for any payment past due and without prejudice to any other rights or remedies available to it, take some or all of the following actions: (a) require cash payment in advance or on delivery or on presentation of a sight draft attached to a bill of lading or such other security or proof of responsibility as is satisfactory to Company, as a condition to making further shipments of Products to Buyer or any of its customers (irrespective of whether such shipments are in fulfillment of any order already received and accepted by Company); (b) cancel all or part of any unfilled and unshipped P.O.; (c) apply any outstanding credits or loans due Buyer against any indebtedness owing by Buyer, whether or not due or past due. If Buyer fails in any way to fulfill any of its obligations hereunder, Company may defer further shipments until such default is corrected or cancel any order and recover damages. Company shall have a security interest in, and lien upon, any property of Buyer in Company’s possession as security for the payment of any amounts owing.

8. CANCELLATIONS. After Company’s acceptance of a P.O, an order shall not be subject to Buyer cancellation except with Company’s advance written consent and upon terms that will indemnify Company against all direct, incidental and consequential loss or damage including, but not limited to, the losses, damages and expenses described in Section 3 above.

9. LIMITATION OF ASSIGNMENT.Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent, except Company may assign to any company with which it is affiliated or to any entity into which it shall be merged or consolidated, or by which it, or all or substantially all of its assets, shall be acquired or any other company resulting from a reorganization of Company or its business segments.

10. ENTIRE AGREEMENT. This document contains the entire agreement between the Parties and constitutes the final, complete and exclusive expression of the terms of the agreement. All prior or contemporaneous written or oral communications, agreements, forms or negotiations with respect to the subject matter hereof are replaced in their entirety. These terms shall exclusively govern all P.O.s, notwithstanding any order form of Buyer containing additional or contrary terms or conditions, unless Company specifically agrees to such terms in writing. No Company acknowledgement of a P.O. shall be deemed to be an acceptance by Company of any such additional or contrary terms or conditions, and such acknowledgement is expressly conditional on Buyer assenting to, or otherwise being bound by, these terms. Stenographical and clerical errors are subject to correction by Company.

11. GOVERNING LAW. This document and the sale of all Products shall be governed by and construed in accordance with the laws of the State of Georgia, excluding its conflict of laws rules. All disputes shall be filed solely in a court of competent jurisdiction located in Cobb County, Georgia.

12. NO TRANSFER OF “PHI”. Company is not a “Business Associate” as defined under HIPAA, and Buyer shall not, directly or indirectly, deliver or transfer any “Protected Health Information” (also as defined by HIPAA) to Company.