Legal Information

Terms and Conditions, Products

Last updated April 28, 2026

The following Terms and Conditions shall apply to the sale of the products (“Products”) provided by Integral Molecular, Inc. (“INTG”) to the customer (the “Customer”). These Terms and Conditions shall not be modified except in writing signed by the parties.

1. Ordering the Products. INTG shall issue a quote (the “Quote”) to the Customer, which shall describe the Products as well as the price and, if applicable, timeline for producing the Products. If Customer accepts the Quote, to place an order Customer shall issue a Purchase Order (the “Purchase Order”) to INTG referring to the applicable Quote. INTG may accept the Purchase Order by sending a Purchase Order Acknowledgement to Customer. All orders for the Products shall be made in writing and are subject to acceptance by INTG, and such acceptance shall also be made in writing. If the order is for custom Products tailored to specifications provided by Customer, a good faith effort to produce the Products on schedule will be made, and Customer will be notified if INTG determines that there are likely to be substantial delays. If requested by Customer and specified in the Quote, INTG may use the Products ordered by Customer to perform services ordered by Customer without first delivering the Products to Customer.


2. Limited Warranty. INTG shall not be liable for special, incidental, or consequential damages of any kind arising from the Products. INTG shall not be liable for property damage, personal injury, or economic loss caused by the Products. Due to the scientific experimental nature of the Products, including but not limited to Reporter Virus Particles (RVPs), Ready Reporter Viruses (RRVs), and Lipoparticles, all Products are provided “as is.” Where Customer gives specific instructions to INTG to produce Customer-specified Products, for example, creating specific RVPs, RRVs, or custom Lipoparticles, Customer assumes all liability and responsibility regarding the intellectually property rights of any third party in connection with such Customer instructions. INTG MAKES NO REPRESENTATIONS OF ANY KIND AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE PRODUCTS INCLUDING WITHOUT LIMITATION AS TO THE QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. INTG’s aggregate liability resulting from THE Products shall not exceed the total amount of payments specified in the APPLICABLE Quote.


3. Price and Payment Terms. Payment terms are net 30 days from the date of invoice, payable in United States dollars. If Customer is a tax-exempt organization, Customer may submit a copy of its tax exemption certificate with its Purchase Order. Payment for the Products will be billed as specified in Customer Project Pricing and Timeline (if applicable) in the Quote. Any shipping and handling charges, insurance, and applicable taxes are at Customer’s expense and will be added to the invoice. All shipments will be DAP (Delivered at Place), according to INCOTERMS®2020 as issued by the International Chamber of Commerce. INTG will select the carrier. The carrier shall not be deemed an agent of INTG and INTG does not assume liability for the shipment. For certain projects, a non-refundable upfront set-up fee may be required to initiate such a project, which shall be specified in the Quote. Invoices will be sent to Customer before initiation of or at completion of certain stages of the project, as specified in Customer Project Pricing and Timeline in the Quote. When a project encounters unforeseeable difficulty, INTG will communicate with the Customer and may halt the project at its discretion and the Customer shall pay for the pro rata portion of the project completed, subject to any non-refundable upfront set-up fee. Any additional services required to complete the project that would incur additional charges will be presented to Customer prior to initiation for written authorization. If an invoice is not paid when due, INTG, at its option and without prejudice to other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the project. Pricing and turnaround times are best estimates that take into consideration any information provided by Customer and are subject to change, which will be communicated to Customer prior to taking effect. In the event it is necessary for INTG to pursue legal means to obtain payment for any or all outstanding amounts due for the Products, Customer agrees to pay the amounts outstanding plus a twenty percent (20%) collection charge, all attorney’s fees related to collection and all other costs of collection. Customer understands that INTG may, in such an instance, collect outstanding fees through a lien on any property, civil court action, and the use of collection agencies. Unpaid fees may be reported to all credit bureaus.


4. Intellectual Property. INTG is and shall continue to be the sole and exclusive owner of its proprietary technologies, including its MPA, epitope mapping, shotgun mutagenesis library, RVP, RRV, and Lipoparticle technologies, and any improvements thereof (including specific receptor sequences and engineered receptors). INTG shall retain its sole and exclusive ownership of the intellectual property rights to the Products, and upon receiving full payment specified in the Quote, hereby grants Customer a license to use the Products, provided that Customer shall not resell or otherwise transfer the Products to third parties, or reverse engineer the Products. For RRV Products, Customer shall only use the quantity of Products purchased from INTG and shall not make or reproduce the Products and their components (including but not limited to, propagation of the single-use target cells in the RRV Product). Title to and ownership of the Products shall be retained by INTG until INTG has received payment in full. Until the moment of full payment, Customer shall not be authorized to give or permit third parties the use of the Products, to rent or pledge, to transfer the title or to alienate or encumber the same in any other way. Subject to the foregoing, Customer shall own any and all intellectual property generated by Customer using the Products. After full payment, Customer shall be the owner of the batch of Products sold to Customer.


5. Confidentiality. INTG will not use or disclose any confidential information of Customer, except for purposes of providing the Products. INTG may disclose the information to its employees, consultants, or subcontractors, provided that such employees, consultants, or subcontractors are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein. Any employee, consultant, or subcontractor who is given access to the information shall be informed by INTG of these terms and conditions.


6. Indemnification and reimbursement. Customer shall hold harmless and indemnify INTG and its employees from and against any liability, demand, damage, cost or expenses (including reasonable attorney’s fees) arising from any third-party claim, action or proceedings, resulting from (a) Customer’s breach of its obligations, or (b) Customer’s negligence or willful misconduct, except to the extent caused by INTG’s (a) material breach of obligations, and (b) gross negligence or willful misconduct in providing the Products.


7. Governing law and jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions. The parties hereby submit to the exclusive jurisdiction of the federal or state courts of the Commonwealth of Pennsylvania.


8. Entire Agreement. Unless a separate written agreement is signed by both parties, the entire contract between Customer and INTG is contained in these Terms and Conditions and the Quote. No alleged oral promises or conditions not set forth herein or in the Quote shall be binding upon Customer or INTG, and any prior negotiations between the parties are overridden. By placing an order with INTG, Customer acknowledges that it has read and agreed to these Terms and Conditions and the Quote. INTG’s issuance of a Purchase Order Acknowledgment is expressly made conditional upon (i) Customer’s assent to any and all terms herein and in the Quote, including those that are additional to or different from any terms in any Purchase Order, and (ii) Customer’s further assent that the Quote together with these Terms and Conditions constitute the sole and exclusive agreement between INTG and Customer and override any conflicting terms contained in a Purchase Order. Such assent shall be deemed given unless Customer notifies INTG in writing of Customer’s objection to specific terms herein within five (5) days after INTG’s issuance of a Purchase Order Acknowledgment to the Customer. Issuance of a Purchase Order with additional or different terms is not an objection to specific terms of these Terms and Conditions.