FSS-65-II-A - Circassia Inc. - 36F79719D0056

DEPARTMENT OF VETERANS AFFAIRS

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is GSAAdvantage.gov

Schedule Title:

Medical Equipment and Supplies FSC Group 65, Part II, Section A

FSC Class: 6515

Contract Number:

36F79719D0056

Contract Period:

January 1, 2019 to December 31, 2023

CIRCASSIA PHARMACEUTICALS INC.

5151 McCrimmon Parkway

Suite 260 Morrisville, NC 27560-8425

Tel: (866) 275-6469 Fax: (866) 630-6469 http://www.circassia.com/

Department of Veterans Affairs Supplement #____, dated _____.

CONTRACTOR’S ADMINISTRATION SOURCE :

Heather Doyle Commercial Counsel heather.doyle@circassia.com

Business Size: Small

DUNS: 15-985-0622

For more information on ordering from Federal Supply Schedules, click on the Federal Agency Customers button at https://www.gsa.gov/schedules http://www.circassia.com/ mailto:heather.doyle@circassia.com https://www.gsa.gov/schedules

Circassia Pharmaceuticals Inc. Page | 2

VA FSS AWARDED TERMS AND CONDITIONS

CIRCASSIA PHARMACEUTICALS INC

1a. List of awarded special item number(s):

SIN SIN Description A-14G Other Medical Diagnostic Instruments

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply: See attached VA FSS Awarded Pricelist

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item: Not Applicable

2. Maximum order:

SIN Maximum Order A-14G $100,000

3. Minimum order: No Minimum

4. Geographic coverage (delivery area): FOB Destination to all 50 states, DC and PR; Point of Exportation (POE) Overseas

5. Point(s) of production (city, county, and State or foreign country): Please see Country of Origin (COO) column below in attached VA FSS Awarded Pricelist

6. Prices shown herein are Net (discount deducted)

7. Quantity Discounts: None

8. Prompt Payment Terms: 0%, Net 30 Days

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold:

Accepted at and below the micro-purchase threshold

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold: Accepted above the micro-purchase threshold

10. Foreign items (list items by country of origin): Japan, Germany, Taiwan, USA; Products meet TAA compliance requirements.

11a. Time of delivery: 5 days ARO

11b. Expedited delivery: 2 days ARO. The government pays the difference between normal and expedited delivery.

11c. Overnight and 2-day delivery: To be negotiated at the task order level. The government pays the difference between normal and overnight and 2-day delivery.

Circassia Pharmaceuticals Inc. Page | 3

11d. Urgent requirements: To be negotiated at the task order level. The government pays the difference between normal and urgent requirements delivery.

12. FOB Point(s): F.O.B. Destination to the 48 contiguous states, the District of Columbia, Alaska, Hawaii, and the Commonwealth of Puerto Rico; Point of Exportation (POE) Overseas

13a. Ordering address(es):

Circassia Pharmaceuticals Inc.

5151 McCrimmon Parkway Suite 260 Morrisville, NC 27560-8425 Phone: (866) 275-6469 Fax: (866) 630-6469

13b. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3

14. Payment address(es):

Circassia Pharmaceuticals Inc.

5151 McCrimmon Parkway Suite 260 Morrisville, NC 27560-8425 Phone: (866) 275-6469 Fax: (866) 630-6469

15. Warranty provision:

Limited Warranty:

Subject to the conditions set out herein, Circassia warrants the Product to be free from defects in material and workmanship (a) with respect to the NIOX VERO® monitor for a period of twelve (12) months after original delivery; and b) with respect to the NIOX VERO® Sensor, for a period of twelve (12) months after the date the NIOX VERO® Sensor is activated or the stated expiration date of the NIOX VERO® Sensor, whichever occurs earlier (the "Warranty Period"). If, during the Warranty Period, the Product fails to operate under normal use due to defects in materials or workmanship, Circassia will, at its sole discretion, replace, repair or credit the non-functioning Product in accordance with the terms and conditions stipulated herein. In addition, the following limitations will apply:

1.The Limited Warranty is valid only if the original paid invoice or other proof of purchase issued to Customer by Circassia, specifying the date of purchase and serial number(s), is presented with the Product to be replaced, repaired or credited. Circassia reserves the right to refuse warranty replacement, repair or credit if the Product information has been removed or changed after the original purchase of the Product from Circassia.

2.If Circassia replaces or repairs the Product, the replaced or repaired Product shall be warranted in accordance with this Limited Warranty (a) for the remaining time of the original Warranty Period, or (b) for three (3) months after the date of delivery of the replaced or repaired Product.

With regards to a NIOX VERO® monitor under warranty, for which a replacement or repaired product is not provided, the Customer will be credited 90%oforiginal invoice by the Circassia if less than twelve (12) months after original delivery. With regards to a NIOX VERO® Sensor under warranty, all remaining, unused measurements will be credited on the replacement invoice or with the corresponding number of measurements on a new NIOXVERO® Sensor. Replacement of Product(s) may involve the use of functionally equivalent units at Circassia's sole discretion

Circassia Pharmaceuticals Inc. Page | 4 which compensate Customer for the remaining shelf-life or activity-life at the time such warranty claim was made. Such functionally equivalent replacement units will be new, unused replacement Product(s).

3.This Limited Warranty does not cover any failure of the Product due to misuse, including but not limited to use in other than the normal and customary manner, in accordance with the Circassia instructions for use, maintenance and storage of the Product, or as a result of accidental damage, including, without limitation, damage from being dropped or from exposure to liquids of any kind.

4.This Limited Warranty does not cover Product failures which have been caused by installations, modifications or opening or repair of the Product performed by a person not authorized by Circassia. Tampering with any of the factory seals on the Product voids this Limited Warranty.

5.This Limited Warranty does not cover Product failures which have been caused by use of accessories or other peripheral devices or equipment which are not approved by Circassia for use with the Product.

6.Product(s) returned under this Limited Warranty must be packed and returned as instructed by Circassia. If Customer fails to ship Product(s) per instructed by Circassia this Limited Warranty is voided.

7.Circassia accepts FAR Clauses 52.212-4 (o) & (p).

nioxtechsupport.us@circassia.com (866)275-6469, option 3

Extended Warranty:

If this Purchase includes an Extended Warranty, the Limited Warranty on the NIOX VERO® device only is extended from one (1) year to the stated shelf life (5 years as indicated on order form). This extended warranty does not apply to sensors (TKs) nor to any accessories including but not limited to breathing handles, cables and storage cases. See the complete text of the Limited Warranty below.

Please note: The Extended Warranty must be purchased within the first twelve (12) months of the date of purchase of NIOX VERO device.

Subject to the conditions set out herein, Circassia warrants the Product to be free from defects in material and workmanship (a) with respect to the NIOX VERO® monitor for a period of twelve (12) months after original delivery; and b) with respect to the NIOX VERO® Sensor, for a period of twelve (12) months after the date the NIOX VERO® Sensor is activated or the stated expiration date of the NIOX VERO® Sensor, whichever occurs earlier (the “Warranty Period”). If, during the Warranty Period, the Product fails to operate under normal use due to defects in materials or workmanship, Circassia will, at its sole discretion, replace, repair or credit the non-functioning Product in accordance with the terms and conditions stipulated herein. In addition, the following limitations will apply:

1.The Limited Warranty is valid only if the original paid invoice or other proof of purchase issued to Customer by Circassia, specifying the date of purchase and serial number(s), is presented with the Product to be replaced, repaired or credited. Circassia reserves the right to refuse warranty replacement, repair or credit if the Product information has been removed or changed after the original purchase of the Product from Circassia.

2.If Circassia replaces or repairs the Product, the replaced or repaired Product shall be warranted in accordance with this Limited Warranty (a) for the remaining time of the original Warranty Period, or (b) for three (3) months after the date of delivery of the replaced or repaired Product.

With regards to a NIOX VERO® monitor under warranty, for which a replacement or repaired product is not provided, the Customer will be credited 90%of original invoice by the Circassia if less than twelve (12) months after original delivery. With regards to a NIOXVERO® Sensor under warranty, all remaining, unused measurements will be credited on the replacement invoice or with the corresponding number of measurements on a new NIOX VERO® Sensor. Replacement of Product(s) may involve the use of functionally equivalent units at Circassia’s sole discretion which compensate Customer for the remaining shelf-life or activity-life at the time such warranty mailto:nioxtechsupport.us@circassia.com

Circassia Pharmaceuticals Inc. Page | 5 claim was made. Such functionally equivalent replacement units will be new, unused replacement Product(s).

3.This Limited Warranty does not cover any failure of the Product due to misuse, including but not limited to use in other than the normal and customary manner, in accordance with the Circassia instructions for use, maintenance and storage of the Product, or as a result of accidental damage, including, without limitation, damage from being dropped or from exposure to liquids of any kind.

4.This Limited Warranty does not cover Product failures which have been caused by installations, modifications or opening or repair of the Product performed by a person not authorized by Circassia. Tampering with any of the factory seals on the Product voids this Limited Warranty.

5.This Limited Warranty does not cover Product failures which have been caused by use of accessories or other peripheral devices or equipment which are not approved by Circassia for use with the Product.

6.Product(s) returned under this Limited Warranty must be packed and returned as instructed by Circassia. If Customer fails to ship Product(s) per instructed by Circassia this Limited Warranty is voided.

7.Circassia accepts FAR Clauses 52.212-4 (o) & (p).

nioxtechsupport.us@circassia.com (866)275-6469, option 3

Returned Goods Policy:

All returns and issues with product shipment must be reported between 8 am and 8 pm Eastern Time to Customer Support at: 1-866-275-6469 or info.us@circassia.com. Unless Circassia receives notice within thirty (30) days from the receipt of Product(s) based on the date of the Packing Slip, the Product(s) shall be deemed to have been delivered in good condition and that the delivery has been accepted by the Customer. No returns will be accepted unless: (a)there is a shipping error or

(b) the item is damaged upon receipt or (c) there is an operating failure or defect in the Product occurring during proper and ordinary use that is covered by the Limited Warranty. Shipping errors must be reported to Customer Service at the number above within thirty (30) days of receipt of shipment. All returns must be authorized in advance and issued a Return Order Authorization Number (ROA #) by Circassia Customer Support which can be contacted via phone or email above. In order to receive an ROA#, the following information is required: Customer name, address, account number, quantity and description of the Product(s) to be returned including serial numbers and/or lot numbers. Once an ROA# has been issued, Circassia will send Customer proper packing materials for shipment including a prepaid shipping label. Return Authorization is only valid for ten (10) days after receipt of the ROA#. Since the Product is expiration sensitive, delayed returns will not be accepted.

Circassia is responsible for paying all return shipping costs for defective items or for items sent due to contractor’s error. No restocking fee shall apply on any returns. Circassia shall provide full credit at the complete invoiced price, on all accepted returns.

info.us@circassia.com (866)275-6469

16. Export packing charges, if applicable: N/A

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level): Accepted at or above the micro-purchase threshold

18. Terms and conditions of rental, maintenance, and repair (if applicable): N/A

19. Terms and conditions of installation (if applicable): N/A mailto:nioxtechsupport.us@circassia.com mailto:info.us@circassia.com mailto:info.us@circassia.com

Circassia Pharmaceuticals Inc. Page | 6

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): N/A

20a. Terms and conditions for any other services (if applicable): N/A

21. List of service and distribution points (if applicable): N/A

22. List of participating dealers (if applicable): N/A

23. Preventive Maintenance (if applicable): N/A

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g., contractor’s website or other location). The EIT standards can be found at www.Section508.gov/: N/A

25. Data Universal Number System (DUNS) number: 15-985-0622

26. Notification regarding registration in System for Award Management (SAM) database: Contractor has an Active Registration in the SAM database.

http://www.section508.gov/

Circassia Pharmaceuticals Inc. Page | 7

FSS Contract Items and Approved Pricing Circassia Pharmaceuticals Inc.

SIN Item Number Item Description

Awarded Price

(With IFF) COO A-14 g 12-1810-US* NIOX VERO STARTER KIT 100 $2,180.90 JP A-14 g 12-1830-US* NIOX VERO STARTER KIT 300 $3,442.21 JP A-14 g 12-1850-US* NIOX VERO STARTER KIT 500 $4,703.52 JP A-14 g 12-1900-US* NIOX VERO STARTER KIT 1000 $7,899.50 JP

A-14 g EXTWARRAN EXTENDED PRODUCT WARRANTY - The Extended Warranty must be purchased within the first twelve (12) months of the date of purchase of NIOX VERO Device.

$301.51 US

A-14 g 12-1200* NIOX VERO Device $1,522.61 JP A-14 g 12-2810-US* NIOX VERO REFILL TEST KIT 100 $748.74 DE A-14 g 12-2830-US* NIOX VERO REFILL TEST KIT 300 $2,221.11 DE A-14 g 12-2850-US* NIOX VERO REFILL TEST KIT 500 $3,693.47 DE A-14 g 12-2900-US* NIOX VERO REFILL TEST KIT 1000 $7,396.98 DE A-14 g 09-1502 HUMIDITY BAG (pack of 3) $16.88 US A-14 g 12-1002 USB CABLE $25.33 JP A-14 g 12-1008 BATTERY LID $39.80 JP A-14 g 12-1009 HANDLE CAP $19.30 JP A-14 g 12-1010 BREATHING HANDLE $121.61 JP A-14 g 12-1020 NIOX VERO FILTERS (100 pieces) $98.89 JP A-14 g 12-1050 HARD CASE $56.68 US A-14 g 12-1150 BATTERY $44.62 JP A-14 g 12-1220 POWER ADAPTER $148.34 TW