Chemical Synthesis Document

CHEMICAL SYNTHESIS AGREEMENT

This Chemical Synthesis Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires the Provider to perform chemical synthesis services described herein for the project titled (the Project); and

WHEREAS, Provider represents that it has the facilities, personnel and technical capability to perform the synthesis, testing and documentation required under this Agreement in accordance with accepted laboratory practices and applicable law; and

WHEREAS, the parties wish to set forth the terms governing the performance of work, payment, confidentiality, ownership of materials and intellectual property, and other obligations relating to the Project.

SCOPE OF WORK

Provider shall perform the synthesis services described below and any associated analytical testing, documentation, and disposition of materials as required for delivery of the Deliverables specified herein.

Deliverable specification: Compound/Batch ID ; Target purity ; Target quantity

PAYMENT TERMS

Total Fee: $

Invoices shall be paid within days of invoice receipt. Late payments shall accrue interest at per month or the maximum rate permitted by law, whichever is lower.

Reimbursable expenses: Provider may bill pre-approved direct costs (materials, third-party testing) in addition to the Total Fee. Estimated reimbursables (if any): $

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Notwithstanding the foregoing, Provider may immediately suspend work and/or terminate this Agreement upon written notice if, in Provider's reasonable judgment, continued performance would create a significant risk to personnel, public safety, or the environment.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other in connection with the Project, including protocols, process flows, analytical data, batch records, formulations, and business terms. Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees, contractors, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall use such Confidential Information solely to perform under this Agreement. These obligations shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND MATERIALS

Background intellectual property owned or controlled by a party prior to this Agreement shall remain the sole property of that party. Unless otherwise agreed in writing, all newly created tangible Deliverables consisting of finalized synthesized compounds and associated batch documentation (Work Product) shall be owned by Client upon full payment of amounts due; Provider shall retain underlying process know-how and residual tacit knowledge used to perform the work unless otherwise assigned in writing.

Materials supplied by Client for use in the Project shall remain Client property and must be identified as such; Provider will be responsible for proper custody and storage but title remains with Client unless otherwise agreed. Provider shall not use Client materials for other projects without Client's prior written consent.

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WARRANTIES; COMPLIANCE; INSURANCE

Provider warrants that services will be performed in a professional manner consistent with industry standards and applicable law. Provider does not warrant that any particular regulatory approval will be obtained. Provider represents that it will perform all work in compliance with applicable laws, regulations and safe laboratory practices.

Provider shall maintain insurance customary for chemical synthesis services, including general liability and professional liability coverage in amounts not less than $ and shall provide evidence of such insurance upon Client's reasonable request.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against losses, claims and liabilities arising from the indemnifying party's negligent acts or willful misconduct in connection with performance of this Agreement. Provider's total liability for damages arising under or related to this Agreement shall be limited to the total fees paid by Client to Provider under this Agreement, except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality, which shall not be so limited.

RECORDS AND AUDIT

Provider shall maintain complete and accurate project records, batch records and analytical data for a period of years following final delivery. Client may, upon reasonable notice and during normal business hours, audit Provider's records relevant to the Project subject to confidentiality protections.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

This Agreement, including any exhibits and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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