Buyer Terms and Conditions

Introduction

Welcome to Axmed. The platform with a mission to accelerate access to quality medicines and medical supplies in Low- and Middle-Income Countries (LMICs) by providing a two-sided marketplace for medicines and, when applicable, medical supplies. For the purpose of these Buyer Terms and Conditions, we will refer to both as Medicines. We want to make sure that you have a positive experience on the Axmed Platform. Please read on to find out more about your rights, as well as what is expected of you, as a Buyer.

This "Buyer Terms and Conditions" is a part of our Terms of Use. When creating Your account on the Axmed Platform as a Buyer, You need to agree to these Buyer Terms and Conditions and our Terms of Use. If You don't agree with these Buyer Terms and Conditions or the Terms of Use, You may not create an account and thus not use our Services.

Any terms not defined here shall have the meaning assigned in the Terms of Use.

Understanding Axmed's Limitations as a Marketplace

Axmed provides a marketplace for buyers to discover and purchase from sellers around the world. It is important to note that unless expressly otherwise indicated, Axmed is not part of that transaction, i.e., not a party to the purchase agreement between You and the Suppliers.

By purchasing on Axmed, you understand that:

• You may not be buying directly from Axmed, but from one of the many Suppliers offering their goods on the Axmed Platform or a selected logistics provider (details of which you can find on the Platform). The final details of your purchase will be detailed in the marketplace information for the specific tender;

• Unless expressly otherwise indicated in the tender information, Axmed does not pre-screen items sold on Axmed and therefore does not guarantee or endorse any items sold on Axmed or any content posted by Suppliers (such as language used in listings or products);

• While Axmed pre-screens Suppliers as part of their registration process to a certain extent, such pre-screening is limited in scope and, unless expressly otherwise indicated in the tender information, Axmed is not responsible for the Suppliers and does not guarantee the proper fulfillment of the purchase agreement by the Suppliers. Information available from each of the Suppliers can be accessed through the Axmed Platform.

• Each purchase on Axmed has its own processing times, shipping methods, and purchase terms that need to be accepted from time to time;

• Speak up. As a member of the community, you have the opportunity to flag an item or a Supplier that violates any of Axmed's policies, as well as to let us know of any behavior that in your view goes against our Code of Conduct and applicable laws and regulations. Flagging to speakup@axmed.com is confidential.

Use of the Axmed Platform

To order Medicines, Buyers shall submit an order to Axmed for a purchase proposal (the "Order"), through the Axmed Platform. Each Order will be aggregated by our proprietary demand engine at Axmed and consolidated tenders will be presented to Suppliers.

Prior to onboarding Buyers will undergo a rigorous pre-assessment and validation process to ensure they meet the standards necessary to purchase medicines on the Axmed Platform, additionally, Axmed and each Buyer will engage in a collaborative effort to analyse the order volumes of medicines, diagnostics, and supplies of the Buyer, with the aim of identifying common needs and synergies across a plethora of potential buyers across Axmed's ecosystem and the Axmed Platform, and across a wide spectrum of therapeutic areas. To facilitate more effective demand and supply planning, Buyer commits to providing an overview of its (a) current order volumes and (b) historical order volumes (e.g., 2 years, where data is available), ideally by international non-proprietary names. This information shall be kept confidential by Axmed.

Axmed shall make available through the Axmed Platform a proposal for the available Order and its applicable terms, coming from each of the Suppliers willing to participate in the tender.

For any Order, you will gain access for informational purposes to all the relevant applicable information (e.g. medicine name, price and term during which the pricing offer is available, available supply, countries for dispatch, logistics proposal, etc.).

Axmed shall include along with the information received from the participating Suppliers the Axmed Fee for the utilization of the marketplace in the price or any markup for the provisioning of the Axmed services, and any other fees applicable to the transaction (e.g. logistics costs, duties, or any access support). For the avoidance of doubt, this will be disclosed prior to entering into a contractually binding purchase agreement.

If the proposed Order response and terms are acceptable to you, you will disclose it through the platform. Axmed will issue an order confirmation through the Axmed Platform to acknowledge that Axmed has received your order for a specific tender, which does not confirm acceptance by You of the offer to buy the goods ordered. Your order is only considered accepted, after which Axmed instructs Suppliers and Buyers to finalize the contract of sale for the goods ordered by you (either directly or through one of its logistics partners), when Axmed confirms on the Axmed Platform to you that the order can be fulfilled at the previously informed conditions, along with whom will be the entity in charge of fulfillment of the transaction (the "Dispatch Confirmation" and "Transaction Summary").

The information available on the Axmed Platform does not become a contractually binding purchase agreement with you until contracting and the reception by you of the Dispatch Confirmation or the Transaction Summary with the specific of the Order response and your chosen options.

The Dispatch Confirmation and Transaction Summary will include the final terms of sale, payment terms and purchase model (either directly from the Supplier, through Axmed or through one of Axmed's logistics partners) and delivery terms.

Upon delivery of the Dispatch Confirmation and its acceptance, the Supplier directly, or Axmed either directly or through one of Axmed's logistics partners will complete the sale agreement, fulfill the sale, invoicing and delivering the goods to you. You will upon receipt of the Dispatch Confirmation and relevant invoices execute the payment to Axmed (or our selected logistics partner) based on the payment terms defined for the specific Dispatch Confirmation.

Purchasing a product on Axmed

By making a purchase from a Supplier on the Axmed Platform, you agree that you have:

• Read the product description and tender sale terms before making a purchase;

• Agreed to the Dispatch Confirmation/Transaction Summary in its entirety (including payment terms, amounts and logistics structure);

• Provided accurate shipping information to the Supplier; and

• Will not use, nor permit the use by any third party to use, the Products for investigational or clinical trial purposes unless expressly authorized in writing by Axmed and the relevant Supplier.

Axmed may share your transactional information with any third-party service providers for purposes related to payments processing. The provider and processing time for your payment will vary based on the country in which you're located and the specific model applicable to your purchase.

For the safety of our community and to avoid scams and fraud, all transactions must take place through the Axmed designated payment process.

It is prohibited to share contact information for the purposes of making an off-platform transaction. If you need to discuss the details of your order with your Supplier, please keep your communication on the Axmed platform and through your appointed Axmed representative. Buyers are not allowed to contact directly the Suppliers in relation to the execution of an off-platform transaction; any initiative in this regard would be grounds for removal off the Axmed.

Depending on the modality of purchase, your purchasing history and, you may be eligible to our Medicines Access Trade Credit Program (the "Access Program").

The Access program provides in certain eligible transactions and approved accounts, improved trade conditions that help facilitate access to medicines in LMICs. Participation on the Access Program is discretionary by Axmed and may be discontinued at any time. You will be informed of the terms applicable to the Access Program separately.

Fees payable to Axmed

In consideration for the provision of the marketplace and the license granted to access and use the Axmed marketplace there is no license fee payable to Axmed; however you shall pay in full the invoice price of the goods purchased on the marketplace, which will carry up to a maximum of 10% markup of the wholesale cost of the medicinal products as provided by the Sellers, to the extent possible that shall be made part of the invoice for the purchase of the products that you acquire through the platform.

Services Fee and ancillary costs.

In consideration for the provision of other Services, additional fees may apply to your transaction. To the extent possible, we will present them clearly and transparently prior to confirming the purchase so you can make an informed decision at all times (and when the final amount is not available, we will present you an accurate estimate for your records). These may include fees related to the provision of the wholesale logistics services by third parties, participation in the Access Program, importation duties and taxes levied by the government of the country in which you do operations, and they may be owed to Axmed or third parties (such as a selected logistics provider, or customs agencies). These separate Fees and ancillary costs will be transparently set forth in the applicable Dispatch Confirmation.

You shall pay the full amount invoiced to it by Axmed in the manner set forth in the applicable Dispatch Confirmation. All payments shall be made on the modalities indicated in the Axmed Platform and the specific Dispatch Confirmation. In case of dispute of any invoice amount, You will pay all undisputed amounts in compliance with the payment terms agreed in these Terms and the applicable Services Addendum, and the Parties shall exert their best efforts to resolve the dispute. In the event of a change to local laws or regulations that increases the cost to Axmed of its provision of the Services, the Parties shall adapt the additional fees accordingly, provided that any such increase must be limited to the amount of the additional cost imposed upon Axmed and that the Service Fee will not be increased for tender offers already accepted by you.

All fees are exclusive of all state and local taxes, customs duties, or other taxes or charges applicable to the receipt or use of the Services. You will pay all such charges or taxes, within thirty (30) days of the applicable invoice date, or as indicated in your specific Dispatch Confirmation / Transaction Summary and sale documentation.

Our logistics providers' general delivery principles

You can generally expect – without Axmed warranting or guaranteeing anything to this end – our logistics providers to meet the following requirements:

• Items should be delivered and arrive when expected. Items should be shipped within the Supplier's stated processing times, and delivered to the address provided by the buyer, at the time of purchase on Axmed, by the estimated delivery date window. Please note that if an item was shipped and has a tracking number, you may be able to open a shipping carrier claim by directly contacting the shipping carrier and track it through the platform.

• Items should arrive undamaged and should be packaged to withstand handling in transit.

• Items should match the listing description. Items received should not be significantly different from the listing description, Dispatch Confirmation or Transaction Summary. We may ask You to provide us with documentation to demonstrate that the item is significantly different.

If Axmed determines that the above expectations are not met, Axmed will work with the Supplier and logistics provider as identified in the Dispatch Confirmation and Transaction Summary to try to solve the problem.

Ineligible Transactions.

Unless required by law, some disputes don't qualify for Axmed's problem solving system. These include:

• Items that have been altered, used, distributed to third parties, or discarded after receipt.

• Items that are returned without a return agreement.

• Items that are accurately described but don't meet a buyer's expectations.

• Cost of shipping disputes.

• Offsite transactions.

• Disputes covered by local warranty or return laws applicable to a Supplier or their product

Wherever a qualifying case is escalated for Axmed's review, we will evaluate the claim to the best of our ability. Please be prepared to supply additional documentation if requested.

Requesting a Cancellation

Only Suppliers may cancel transactions. Once a Dispatch Confirmation and Transaction Summary has been issued, the transaction is considered binding by your selected Supplier and you. If you need to request a cancellation, Axmed can mediate the discussion with the specific Supplier.

Returning an Item

Each Supplier has their own return policies, which should be outlined in the tender information and the Dispatch Confirmation. Not all Suppliers accept returns, please verify the terms of your specific tender.

Audit Rights

Trust is the foundation of the Axmed marketplace.

Because Suppliers rely on Axmed to connect them only with Buyers who are properly authorized to receive healthcare products and technologies, capable of storing and handling them safely, and able to meet their payment and other contractual obligations. Accordingly, we may verify these specific matters as part of onboarding and periodically thereafter on a risk-based basis, in any event, at intervals not exceeding 36 months.

This is not a general or open-ended audit of your business. Our review is limited to:

• your regulatory authorization to purchase, import, store, or distribute the Products;

• to the extent applicable to your activities, your arrangements for receiving, storing, handling, transporting, securing, tracing, returning and distributing the products, including compliance with applicable good storage and distribution practices;

• your financial standing and ability to meet payment obligations;

• compliance with any anti-diversion or intended-use commitments regarding the Products; and

• the accuracy and continued validity of information and documents supplied to Axmed during onboarding, qualification or subsequent monitoring.

In relation to orders generated through the Axmed Platform, if Axmed requires additional scrutiny or investigation on any of these matters, we will carry this out, at our own expense, through an independent auditor, in accordance with our accountability framework and relevant regulations, policies, and procedures, and will provide you with a copy of the report. This may occur, for example, where we have concerns about diversion, resale, or misuse, receive a complaint from a Supplier or regulator, have reason to doubt your ability to meet payment obligations, or you undergo a Major Change or Force Majeure Event. You agree to provide full cooperation, including making personnel available and providing relevant, reasonable documentation and records.

Tell us if something big changes.

If your organization goes through a Major Change, you must notify Axmed within ten (10) business days of its occurrence, and within forty-eight (48) hours in the case of any Force Majeure Event, or as soon as is reasonably practical if reporting within that period is itself prevented by the Force Majeure Event.

"Major Change" means any material corporate or operational change affecting You or your ability to meet your obligations, including any change of control or ownership of your organization or of a facility relevant to the storage, handling, or distribution of the Products (where redistribution is known or expected by Axmed or Supplier to be part of the intended use); any insolvency, bankruptcy, administration, receivership, or liquidation proceeding (voluntary or involuntary); any loss, suspension, revocation, or material variation of a licence or regulatory authorization required for you to purchase, import, store, or distribute the Products; any change of storage site used for the Products; any change of the contact person responsible for regulatory or quality compliance within your organization; and any imposition of sanctions, debarment, exclusion, or other regulatory or governmental action materially restricting your ability to purchase, receive, or distribute the Products.

If you refuse to cooperate, we may limit, suspend, or restrict your account. Where an audit finding shows any breach of compliance with applicable laws and regulations, or with the Terms, it shall be deemed a material breach and Axmed shall have the right to terminate your account with immediate effect, notwithstanding any other remedies applicable under applicable laws and regulations.

Legal Boilerplate

Contracts are necessary to ensure the correct functioning of our platform, your relationship with Axmed and compliance with applicable laws. For that reason, these Terms are accompanied by a Master Purchase Agreement and Quality Agreement with Axmed which will govern the terms of your purchases and related commitments in addition to these Terms. You will not be able to complete a tender sale until these agreements have been accepted. In certain instances and at Axmed's discretion, we may enter into a Services Addendum with a Buyer to reflect specific terms. Where this applies, the Services Addendum will be provided and signed separately. Together with these Terms, your use of the Axmed Platform is also governed by our Privacy Policy, Code of Conduct, and Compliance, Anti-Bribery and Anticorruption (ABAC) Policy, each available on our website.

Changes to these Terms

We may update these terms from time to time, including addition of entirely new terms and deleting existing terms. If the changes are material, we'll let you know in advance by posting the changes through the Services and/or sending you an email or message about the changes. Your use of the Services after the effective date of the changes constitutes your acceptance of the updated Buyer Terms and Conditions. If You do not agree with the changes, you may close your account.