This order is an offer to buy the goods specified in the purchase order upon the following additional terms and conditions.

Acceptance of Purchase Order

Seller agrees to provide the goods described in any purchase order ("Goods") in accordance with the applicable purchase order and with these Terms and Conditions ("Agreement"). Seller shall accept a purchase order by promptly shipping conforming Goods in accordance with this Agreement. Buyer shall be bound by the provisions of this Agreement notwithstanding any provisions to the contrary set forth on the face of any applicable purchase order. This Agreement may not be added to, modified, superseded or otherwise altered, except by a writing signed by an authorized representative of Seller. Any terms or conditions contained in any acknowledgment, invoice or other communication of Seller, which are inconsistent with the terms and conditions of the Agreement, are hereby rejected. Acceptance of Goods by Buyer is expressly limited by Buyer's assent to the terms and conditions stated in the Agreement and Seller objects to the inclusion of any different or additional terms proposed by Buyer.

Delivery of Goods

Unless otherwise specified, all Goods shall be delivered F.O.B. St. Louis, Missouri. Title passes to the Buyer upon delivery to the carrier. Seller shall package all Goods in suitable containers to permit safe transportation, handling and storage. Seller hereby reserves the right to reschedule or refuse in whole or in part any shipment or cancel any purchase order in whole or in part so long as Buyer is notified of such cancellation at any time prior to shipment of the Goods.

Acceptance of Goods

Seller can accept NO returns without prior approval. For all returned Goods, Buyer will pay all shipping costs and a 20% re-stocking fee, unless prior arrangements have been made. Seller must be notified within 15 days of receipt for return approval. Returns will not be accepted after 60 days under any circumstances. Before returning any Good, Buyer shall call Seller for a return authorization number. Goods authorized for return must be packaged for shipment in compliance with all federal, state and local regulations. Seller will not authorize any credit for any temperature sensitive Good shipped improperly.

Pricing and Payment

All prices are quoted in US dollars and are subject to change without notice. Quotations are valid for 30 days. Unless otherwise set forth on the purchase order, terms of payment are NET 30 days. Shipments are insured at Buyer's expense. Shipping charges are prepaid and billed to Buyer. A 1.5% monthly late charge on account balances over 30 days past due will be added to invoices from date of shipment. Seller reserves the right to request advance payment in certain cases. Buyer is responsible for associated bank charges on all overseas transactions.

Indemnification

Buyer shall indemnify, hold harmless and at Seller's request by counsel reasonably satisfactory to Seller, defend Seller and its officers, directors, shareholders, customers, agents and employees, against any and all liabilities, claims, losses, damages, fines, penalties, costs and expenses, including, without limitation, attorneys' fees and costs, arising from or related to this Agreement or any documents related thereto and any use, handling or storage of the Goods by Buyer.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflicts of laws principles. Buyer and Seller expressly opt out of the provisions of the United Nations Convention on Contracts for the International Sale of Goods and elect the provisions of the Uniform Commercial Code, as adopted by the State of Missouri and amended from time to time, to govern this Agreement. To the extent not inconsistent herewith, Article 2 of the Uniform Commercial Code shall supplement this Agreement.

Prevailing Party

In the event a party commences legal action to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover as an element of its costs of suit, not as damages, reasonable attorney's fees and costs to be fixed by the court.

Dispute Resolution

Buyer and Seller shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement through discussions between the executive(s) of Buyer and Seller responsible for this Agreement. If these discussions are unsuccessful, the parties agree that any legal action or proceeding with respect to this Agreement may be brought either in the state court of St. Louis County, Missouri or the Federal District Court of the United States of America for the Eastern District of Missouri and by execution and delivery of this Agreement, each party hereby consents to the jurisdiction of the aforesaid courts solely for the purpose of adjudicating its rights with respect to this Agreement or any document related thereto. Each party hereby consents to service of process by certified mail and irrevocably waives any objections to the sufficiency of any service which is given in such manner. The parties further agree to waive any right to a jury trial that either party might otherwise have in any and all courts. Notwithstanding anything to the contrary contained herein, Buyer may assert any claim to enforce its rights pursuant to Section 8, 9 or 10 in any court of competent jurisdiction.

Entire Agreement

The Agreement constitutes the entire written expression of all terms of the parties' agreement, and supercedes all proposals, oral and written, and all other communications between the parties, in relation to the subject matter of this Agreement.

Amendment

No amendment of this Agreement shall be effective unless reduced to writing signed by an authorized representative of Seller.

Severability

If any term or provision of this Agreement is invalid or unenforceable under any applicable statute, regulation, ordinance, executive order or other rule of law, such term or provision shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, executive order or rule, and the remaining provisions of this Agreement shall remain in full force and effect.

Assignment

The rights and obligations of Buyer hereunder may not be assigned, delegated or transferred without the prior, express, written consent of Seller's authorized representative.

Counterparts; Facsimile Signatures

A purchase order may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Notwithstanding anything to the contrary contained in this Agreement, a purchase order may also be signed and transmitted by facsimile, with such signature to be treated as an original and the document transmitted to be considered to have the same binding effect as an original signature on an original document. At the request of either party, any facsimile document will be re-executed in original form by the parties who signed the facsimile document.

No Waiver

The failure of any party, in any instance, to insist on strict compliance of any of the terms of this Agreement, or to exercise any right or privilege herein conferred, shall not be construed as waiving any such terms, conditions, rights or privileges but the same shall continue to remain in full force and effect. No course of dealing between the Buyer and Seller or usage of trade shall modify this Agreement or be deemed a waiver of either party of their rights pursuant to the express provisions of this Agreement.

Disclaimer

Seller disclaims all warranties, express or implied including the implied warranty of merchantability or fitness for a particular purpose. The Goods are provided without warranty of any kind. Buyer agrees that the Goods provided by Seller are not qualified for human therapeutic use and that NO GOODS offered by Seller has been approved by the United States Food and Drug Administration for human therapeutic use. Seller's Goods are being provided solely for research and further manufacturing use only. Buyer further agrees and understands that Seller is not a Good Manufacturing Practices facility.