4-Attachment C- Sebia Reagent Rental TCs KR27-107 Redacted.pdf

Contract ID#: SEB082026RR

Sebia, Inc1705 Corporate Drive, Suite 400, Norcross, GA 30093Page 1 of 10

Attachment C

Reagent Rental Agreement

This Agreement ("Agreement") is entered into between Sebia, Inc. located at 1705 Corporate Drive, Suite 400, Norcross, GA 30093 (“Sebia”) and Utah Public Health Laboratory located at 4431 S 2700 W, Taylorsville, UT 84129 (“Customer”) (Sebia and Customer hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”).

Standard Terms & Conditions

1. TERM. The term of this Agreement shall commence on the Effective Date (as of the last date of countersignature indicated on the signature page of contract) and continue for a period of five (5) years, thereafter (the “Initial Term”).

2. PRICING. In consideration of the portfolio of tests and, the volume of tests, and the projected annual spend set forth in Exhibit A, Sebia shall sell the Equipment and Products at the pricing set forth on Exhibit’s B attached hereto, upon the Effective Date of this agreement. Sebia reserves the right to adjust pricing annually by an amount not to exceed the greater of (i) five percent (5%) or (ii) the percentage change in the Consumer Price Index (CPI). Any such adjustment shall become effective no earlier than thirty (30) days following the Customer’s receipt of written notice specifying the revised pricing and the effective date thereof.

New instrumentation, reagents and consumables or technology produced for sale by Sebia after the Effective Date will be made available to Customer for review and possible addition to the Equipment and Products identified herein and available for purchase under this Agreement."

3. ANNUAL REAGENT COMMITMENT. In consideration for the discounted pricing of reagents, Customer agrees to purchase the minimum annual levels of Products (measured in dollars) as detailed under the heading “Total Annual Reagent Commitment” set forth in Exhibit A referred hereinafter as the “Annual Reagent Commitment”. Sebia will review on each anniversary of the Effective Date as to Customer’s compliance with the foregoing Annual Reagent Commitment (each, an “Annual Review”). If, upon any Annual Review, Customer’s aggregate purchases over the preceding twelve

(12) months are less than ninety percent (90%) of the Annual Reagent Commitment, Sebia shall have the right, at its sole discretion, to apply one or more of the following remedies:

a) Pricing Adjustment: Increase the pricing for future Product purchases by a percentage equal to the difference between ninety percent (90%) of the Annual Reagent Commitment and the Customer's actual purchases, calculated as follows:

b) Shortfall Billing: Invoice Customer for the variance between ninety percent (90%) of the Annual Reagent Commitment and Customer's actual purchases during the relevant period (“Shortfall Amount”), with such payment due within thirty (30) days of invoice receipt.

Sebia shall notify Customer in writing of any shortfall identified during an Annual Review and provide Customer an opportunity to review and dispute the findings within thirty (30) days of notice. Any undisputed shortfall remedies shall become effective immediately upon the expiration of the dispute period.

4. INITIAL REAGENT ORDER. Customer agrees to an opening order to initiate and assist in the “Go-Live” process. The Initial Purchase Order will initiate the instrument installation schedule, if equipment installation is required, and the training and validation, if training and validation is required. The opening order quantities, listed on Exhibit B, are based on the projected 90 day usage. The INITIAL REAGENT order will be delivered to the customer within 30 days of a. Equipment installation, if equipment installation is required or b. Receiving the Purchase Order.

5. SHIPPING & HANDLING. Shipping charges are excluded from the product price. Shipping and handling shall be prepaid by Sebia and invoiced to Customer, together with any associated costs or fees imposed by governmental entities or other regulatory authorities in connection with the supply or shipment of goods to Customer. For all orders shipped utilizing a recipient or third-party account number, a handling fee will apply per order. Unless otherwise agreed by the Parties, Orders received between 8:00 AM to 3:00 PM EST Monday through Thursday and accepted by Sebia, will be

Sebia, Inc1705 Corporate Drive, Suite 400, Norcross, GA 30093Page 2 of 10 shipped via overnight service. Orders received on Friday will not be shipped until the following Monday unless otherwise agreed to by the Parties. Additional charges will be applied for AM and/or Saturday delivery. Any questions regarding an order should be directed to .

6. INVOICING. Sebia shall invoice for all Products sold hereunder on the first business day following the shipment of such Products. Each invoice shall include the following information: (i) Customer’s Contract Number / Purchase Order Number, (ii) Customer’s name and address, (iii) Sebia’s Customer account identification number/code; (iv) Sebia’s Sales Order Number; (v) date of shipment of Products ordered; (vi) date of invoice; (vii) detail of Products ordered to include quantity, unit price, and amount; (viii) shipping and handling charges related to shipment of Products ordered; and (ix) payment due date. Invoices shall be mailed and/or e-mailed to Customer address on file with Sebia. All Customer’s members and shipping locations are incorporated on Exhibit B. Customer will submit a letter or e-mail notification to of any additions or deletions to the member roster within thirty (30) days of change.

7. PAYMENT. All payments shall be due within thirty (30) days of the date of the invoice. Sebia's preferred payment methods are by check or by wire transfer. Sebia offers other payment methods, including credit card payments, but note that a three percent (3%) convenience fee will be added to all transactions and/or balances paid by non-preferred payment methods.

a. EFT/ACH (if paying via this method, payments should be sent to:

b. Check (if paying via this method, payments should be sent to:

Sebia shall have the right to suspend delivery of any Products in its sole and absolute discretion if Customer is not in compliance with its obligations under this Agreement, including failure to pay any invoice within the payment period referenced above. Direct questions related to invoices and/or payments to

8. RETURNS. Customer shall have the right to inspect all Equipment and Products shipped to Customer pursuant to this Agreement. Customer shall have five (5) business days from the date of receipt to inspect and notify Sebia of any errors or non-conforming Products. Due to FDA regulations and the perishable nature of Sebia’s Products, Sebia will not accept returns of a Product unless the Product received by Customer is either (i) recalled by Sebia and/or the FDA, (ii) defective or (iii) shipped in error (“Returnable Products”). Upon notification from Customer regarding receipt of a Returnable Product, Sebia will, at Customer’s option, resolve the issue either through replacement of the Returnable Product or by issuance of an account credit or refund. Sebia shall be responsible for all applicable shipping costs related to the return of a Returnable Product.

9. TRAINING. In the event Equipment is supplied via this Agreement, Sebia will provide standard two-day, on-site training for up to a maximum of two (2) operators during Equipment installation. Sebia will incur all travel and lodging expenses related to sending any of its personnel to such training.

10. TERMINATION. This Agreement is subject to early termination as follows:

a. In the event of a breach of this Agreement by a Party, the non-breaching Party may terminate this Agreement upon written notice to the breaching Party if such breach is not remedied by the breaching party within thirty (30) days after its receipt of written notice of the breach from the non-breaching Party; provided, however, Customer agrees that time is of the essence and that it must notify Sebia of any breach by Sebia under this Agreement within ten (10) business days of Customer first becoming aware of a breach by Sebia.

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b. Following the conclusion of the Initial Term of this Agreement, either Party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other Party.

c. Immediately by a Party upon written notice if the other Party becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due.

d. At the option of Sebia, upon written notice to Customer if Customer undergoes a Change of Control, which for purposes of this Agreement shall mean either the sale of all or substantially all of the ownership equity or assets of Customer.

e. Either Party may terminate this Agreement in the event of a Force Majeure extending beyond thirty (30) days as provided in Section 18 below.

Upon termination of this Agreement for any reason, Customer shall promptly pay Sebia for any and all amounts owing to Sebia under this Agreement.

11. WARRANTIES. The warranty for Equipment (“Equipment Warranty”) purchased hereunder shall commence on the latter of the date on which the Equipment is delivered, installed, and all necessary performance testing has been completed to assure proper instrument performance in accordance with Sebia specifications (“Equipment Warranty Start Date”) and shall continue for twelve (12) months from the Equipment Warranty Start Date (“Equipment Warranty Period”).

The warranty for each Product (“Product Warranty”) purchased hereunder shall be for a period commencing on the date of Product delivery (“Product Warranty Start Date”) and ending on the earlier to occur of (i) the expiration date as indicated on such Product or (ii) twelve (12) months from the Product Warranty Start Date (“Product Warranty Period”).

Sebia warrants that the Equipment and Products are free from material defects in materials, design and workmanship and conforms in all material respects to the specifications in the labeling and documentation provided with the Equipment and Products. In addition, Sebia warrants that Sebia has obtained all approvals required under applicable state and federal laws for marketing and sale of the Equipment and the Products and that Sebia will notify Customer of any recall relating to the foregoing initiated by either Sebia or the Food and Drug Administration.

During the Equipment Warranty Period, the Equipment will be covered by a comprehensive warranty at no charge to Customer which provides for the same level of coverage as that provided in Sebia’s Preferred Service Contract. Should a covered serviceable incident occur (see Sebia’s Preferred Service Contract), Sebia will (i) repair the Equipment, inspecting all electronic, pneumatic and or mechanical components with replacement as required, (ii) adjust all system components to factory specifications, (iii) perform a precision and operating accuracy check, (iv) perform a complete operating check on the system, (v) review the Customer’s maintenance logbook, and (vi) answer any Customer questions regarding general mechanical or electronic performance of the instrument. Sebia will be responsible for all travel, parts, shipping, and labor costs related to any service incident applicable during the Equipment Warranty Period. Parts requested by Customer and deemed necessary by Sebia to repair Equipment in accordance with Sebia’s warranty, will be shipped F.O.B. Destination to Customer’s designated facility location within 24 hours in most geographic areas.

In performing services for Customer required under this Agreement, Sebia warrants that it has all licenses, permits and/or certifications required to provide such. Any Sebia technicians providing services at a Customer facility shall be in compliance with Customer’s health screening, drug free work place and criminal background policies and procedures. All services required of Sebia hereunder shall be performed in a competent, safe and workmanlike manner and in compliance with all applicable laws.

In addition, Sebia warrants that, to its knowledge, Sebia and its employees, directors and officers are not presently debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded or otherwise ineligible to participate in the federal health care programs as defined in 42 USC § 1320a-7b(f) (the “Federal Healthcare Programs”), any other federal procurement or non-procurement programs or any state healthcare programs.

EXCEPT AS OTHERWISE SET FORTH HEREIN, SEBIA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE EQUIPMENT AND/OR PRODUCTS INCLUDING, BUT NOT LIMITED

TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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Customer acknowledges that Sebia does not offer coverage under its standard Equipment Warranty or under its Service Contracts with respect to the following items: tables, printers, flat-bed scanners, uninterruptible power supply (UPS), or any other non-Sebia manufactured peripheral device that is connected externally to the Equipment. The previously listed exclusions shall not apply to CPUs or monitors supplied to Customer by Sebia which are necessary to operate the Equipment.

12. EQUIPMENT LOCATION; USE; REPAIR. During any applicable Equipment or Product Warranty Period or Sebia Preferred Service Contract (as applicable), Customer agrees to (i) use the Equipment for commercial purposes only, (ii) not alter the Equipment, (iii) not allow the Equipment to be used by anyone other than Customer, its employees or agents,

(iv) not integrate or connect third-party equipment or software to the Equipment without prior written approval from Sebia and (v) use the Equipment only in the manner for which it is intended. Any failure by Customer to comply with the foregoing, shall give Sebia the right to (i) bill Customer for all charges associated with performing any necessary repairs, and/or (ii) immediately void the Equipment Warranty.

13. ASSIGNMENT. No Party may assign its rights or delegate its duties or obligation under this Agreement to a third party without the prior written consent of the other Party; provided Sebia may assign this Agreement in connection with the sale of substantially all of its assets.

14. INDEMNIFICATION. See indemnification clauses in Attachment A.

15. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR

COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.

16. CONFIDENTIALITY. For purposes of this Agreement, “Confidential Information” is information or materials, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) relating to the Disclosing Party’s business or operations that is (i) not generally known other than by the Disclosing Party, and (ii) Receiving Party learns about due to entering into this Agreement or due to the relationship between the Parties. Confidential Information may include but is not limited to the following: the terms of this Agreement, information relating to the pricing of the Equipment and/or Products purchased by Customer hereunder, inventory levels, Equipment and/or Product specifications, prototypes, marketing techniques and materials, marketing plans, timetables, strategic and development plans, organizational, technical, and financial data, trade secrets, personnel statistics and customer and patient information, whether discussed orally or in writing. During and after the Term of this Agreement, the Receiving Party, its agents and employees shall not use the Confidential Information of the Disclosing Party for any purpose other than in connection with the Receiving Party’s performance of its obligations under this Agreement. Each Party shall, at its expense, return to the other Party at such other Party’s request, the Confidential Information of such other Party as soon as practicable after the termination or expiration of this Agreement. All the Confidential Information of a Disclosing Party shall remain the exclusive property of the Disclosing Party during the Term of this Agreement and thereafter. This Section shall also apply to any consultants or subcontractors that each party may engage in connection with its obligations under this Agreement. The obligations of the Parties hereunder regarding safeguarding Confidential Information shall survive termination of this Agreement. In addition, if at any time during the Term of the Agreement either Party desires to share Confidential Information with anyone other than Sebia, Customer or their respective Authorized Representatives (as defined below), such Party shall obtain written approval from the other Party prior to sharing the Confidential Information. Authorized Representatives shall be defined as the Parties directly related to the execution and administration of this Agreement, including a Party’s lawyers, group purchasing organization representatives, accounting and/or technical staff (“Authorized Representatives”).

The disclosure or improper use by a Party of the Confidential Information of the other Party shall entitle such other Party to seek injunctive relief and/or damages, as the case may be.

17. NOTICES. Whenever any notice, demand or consent is required or permitted under this Agreement, such notice, demand or consent will be in writing and will be deemed sufficiently given (i) on the day personally delivered, (ii) three (3) days after deposit in the U.S. Mail if mailed by registered or certified mail, postage prepaid, or (iii) on the day of delivery if sent by recognized courier service, to the addresses in the signature block below. Each Party may change its address indicated by giving the other party written notice of the new address in the manner set forth herein. Customer agrees to immediately notify Sebia in writing of any change in its name, address, corporate structure, tax status, or discontinuance of business.

Notices to Sebia shall be sent to:

Company Name: Sebia, Inc.

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Notices to Customer shall be sent to:

Company Name: Unified Public Health Laboratories

18. FORCE MAJEURE. If any Party is delayed or prevented from fulfilling any of its obligations under this Agreement by force majeure, such party will not be liable under this Agreement for said delay or failure. Force majeure means any cause beyond the reasonable control of a Party including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, fire, strike, flood, riot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. When the non-performing Party affected by force majeure is able to resume performing its obligations, it will immediately give the other Party written notice to that effect and resume performing its obligations no later than two working days after sending the notice. If the delay triggered by force majeure extends beyond thirty days, either Party has the right to terminate this Agreement, without penalty, upon written notice to the other Party.

19. WAIVER. No waiver by a Party of any breach or failure to enforce any terms or conditions of this Agreement will limit or waive such Party’s right to enforce and to compel strict compliance with every term and condition nor will it constitute a waiver by such Party of its rights in equity or under applicable law. The rights and remedies provided in this Agreement are cumulative and are in addition to any other rights and remedies available to the Parties at law and in equity.

20. SEVERABILITY. If a court of law holds any provision of this Agreement unenforceable, the remaining provisions will continue in effect. If possible, the Parties will amend this Agreement to modify any unenforceable provision to render it valid and enforceable and to preserve, as much as is reasonably practicable, the original intent of the unenforceable provision.

21. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Execution and delivery of this Agreement and any amendments may be effected by (i) executing and delivering the paper copy of the document; (ii) transmitting the executed paper copy of the document by facsimile transmission, electronic mail in “portable document format” (“.pdf”) or other electronically scanned format; or (iii) creating, generating, sending, receiving or storing by electronic means this Agreement and any amendments, the execution of which is accomplished through use of an electronic process that is executed or adopted by a party with the intent to execute this Agreement (i.e., “electronic signature”). All signatures made by a party and transmitted by such means will be deemed original signatures.

22. HEALTHCARE PAYMENTS TRANSPARENCY REQUIREMENTS. Provider acknowledges that in accordance with international, national and local laws and industry best practices that apply to healthcare transparency, the Company may be obligated to report payments and any non-monetary items of value under this Agreement, to regulatory oversight agencies. This includes, for example, the disclosure of payments under the U.S. Physician Payments Sunshine Act and, as applicable, similar laws in other countries. Any physician or other healthcare professional who receives payments

Sebia, Inc1705 Corporate Drive, Suite 400, Norcross, GA 30093Page 6 of 10 under this Agreement and who is a member of a committee that sets formularies or clinical guidelines in the U.S. must disclose to such committee(s) the nature and existence of this contracted relationship with the Company.

23. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior written or oral agreements or understandings between the Parties or product literature concerning its subject matter. No amendment or modification to this Agreement will be effective unless in writing and signed by authorized representatives of each Party. In the event of a conflict between this Agreement and the terms of any purchase order or any other document submitted by Customer relating to the Equipment and/or Products, the terms of this Agreement shall control and any terms referenced in such purchase order or other document not addressed by this Agreement shall not be binding on Sebia unless expressly approved by Sebia via a formal amendment to this Agreement.

24. SURVIVAL. Any provision by its express term or any provision that by its nature is intended to survive, shall survive expiration or termination of this Agreement.

25. Reagent Rental Terms and Conditions

a. TITLE. Sebia is the owner of and will hold title to the Equipment for the duration of the Term. At no such time shall title pass to Customer. Customer will keep the Equipment free of all liens, claims and encumbrances.

b. TERM EXTENSION. Upon completion of the Initial Term, customer may purchase the Rental Equipment at Fair Market Value.

c. EQUIPMENT POST WARRANTY PREFERRED SERVICE CONTRACT COVERAGE. Following the expiration of the twelve (12) month Equipment Warranty Period referenced in Section 11 above, Sebia shall provide Sebia Preferred Service Contract coverage on the Equipment at no additional charge to Customer.

Customer acknowledges that Sebia does not offer coverage under its standard Equipment Warranty or under its Preferred Service Contracts with respect to the following items: tables, printers, flat-bed scanners, uninterruptible power supply (UPS), or any other non-Sebia manufactured peripheral device that is connected externally to the Equipment. The previously listed exclusions shall not apply to CPUs or monitors supplied to Customer by Sebia which are necessary to operate the Equipment.

d. TAXES. Sebia is responsible for all property taxes related to the Equipment. Customer is responsible for any other taxes or fees imposed in connection with the use of the Equipment or purchase of Products, and any such taxes relating thereto shall be added to all invoices unless a tax-exempt certificate is provided by Customer.

e. In the event of termination due to breach of this Agreement by Customer prior to the completion of the "Initial Term", and in addition to any past due amounts owed to Sebia under this Agreement, Customer shall also pay Sebia within thirty (30) days following the date of such termination, as liquidated damages, an amount equal to fifty (50%) percent of the product of (i) the Annual Reagent Commitment (as defined in Section 3 below) and (ii) the number of unexpired years remaining in the Term as of the date of such termination (rounding partial years to the nearest tenth decimal – for example, if 20 months remain in the Term as of the date of such termination, then the number of unexpired years would be 1.7). The Parties acknowledge that the actual damages to Sebia as a result of Customer’s breach would be difficult to determine and therefore the Parties agree that the foregoing amount of liquidated damages would constitute a fair and reasonable estimate of Sebia’s damages as a result of Customer’s breach of this Agreement and that such liquidated damages are not intended as a penalty.

f. Upon termination of this Agreement, Customer shall promptly return the Equipment to Sebia. In the event Customer is unable to return the Equipment in a timely manner, Customer shall give Sebia free and unencumbered access to the Equipment location so that Sebia may repossess the Equipment. Customer will pay Sebia for any damage to the Equipment in excess of ordinary wear and tear.

g. "RISK OF LOSS & INSURANCE. Customer is responsible for any loss, theft or destruction of, or damage to, the Equipment (collectively “Loss”) from any cause whatsoever, whether it is insured or not, until it is returned to Sebia at the end of this Agreement. Customer must notify Sebia in writing immediately of any Loss and, at Sebia’s option, (i) Sebia will either repair the Equipment at additional cost to Customer so that it is in good condition for manufacturer’s certification or (ii) Customer shall pay Sebia for its replacement cost.

Customer will provide and maintain a Certificate of Insurance (COI) evidencing its self‑insurance coverage under the Risk Management Fund, as authorized by Utah Code § 63G-7-801 and administered by the State Risk Manager. Customer will give Sebia a COI or other evidence of its self-insurance coverage prior to delivery of the

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Equipment. Customer will give Sebia 30-day advance notice of any cancellation or material change of such self-insurance coverage, to the extent such notice is permissible under state law. If evidence of self-insurance coverage is not provided, Sebia may at its discretion, obtain insurance covering our interests in the Equipment and Customer will pay Sebia for such insurance (“Insurance Charge”). Customer will pay Sebia the Insurance Charge in equal installments allocated to the remaining payments of the Agreement.

IN WITNESS WHEREOF, the Parties intend to abide by this Agreement’s terms and conditions, understand that it binds them legally, and represent that the individuals executing this Agreement have the authority to bind their respective entities.

SEE SIGNATURE PAGE OF CONTRACT

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Exhibit B

The reagent and consumables pricing listed below has been provided based on the portfolio of tests, the volume of tests, and the projected annual spend set forth in Exhibit A. The Parties acknowledge that the prices for the Products are subject to adjustments as provided in Section 2 and Section 3 of this Agreement.

SEBIA PRODUCT

ID SEBIA PRODUCT DESCRIPTION

SEBIA

CONTRACT

PRICE

2506 CAPILLARYS 3 NEONAT HEMOGLOBIN(E) $ 2,582.85

2563 CAPILLARYS 3 NEONAT HEMOLYZING SOLUTION $ 1,270.85

4757 NEONAT HB AF CONTROL $ 993.28

4792 HGB AFSC CONTROL - AGAROSE/CAPILLARYS $ 260.00

2059 CLEANPROTECT (5ML) $ 82.00

2060 CAPILLARYS 3 CAPICLEAN $ 358.00

2062 CAPILLARYS 3 WASH SOLUTION $ 184.00

2578 MICROPLATES CAPILLARYS 3 DBS $ 48.00

2581 CAPILLARYS 3 BINS FOR REAG. CUPS $ 36.00

2582 CAPILLARYS 3 REAGENT CUPS $ 218.00

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Exhibit C

Participating Member Facility(ies)

FACILITY NAME: Utah Public Health Laboratory

4431 S 2700 W

Taylorsville, UT 84129