Lote 340 Item# 1098707 Incubadora Caron Co 7400-25-1

THIS EQUIPMENT SALE AGREEMENT, dated as of (this Agreement), is entered into between Krystal Biotech, Inc. (Seller), and (Buyer, and together with Seller, the Parties, and each, a Party).

WHEREAS, EquipNet, Inc. (EquipNet) matches buyers with sellers of used equipment and Seller is a Seller Member of EquipNet and Buyer is a Buyer Member of EquipNet;

WHEREAS, Seller listed certain equipment for sale AS-IS through use of EquipNets services and Buyer offered to purchase such equipment on EquipNets website.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties agree as follows:

1. Sale of Equipment. Seller shall sell to Buyer and Buyer shall purchase from Seller the equipment AS-IS and as described in, and at the price listed in, Seller?s listing (the Listing) with EquipNet (the Equipment) and upon the terms and conditions set forth in this Agreement.

2. Taxes and Payments. The sale price in the Listing is exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes. EquipNet will invoice Buyer and Buyer shall pay EquipNet for the Equipment in accordance with Buyers agreement with EquipNet and the invoice. EquipNet will then pay Seller for the Equipment pursuant to Sellers agreement with EquipNet. Seller will not release the Equipment to Buyer until Seller receives payment in full for the Equipment from EquipNet.

3. Equipment Pick Up. Promptly after EquipNet pays and Seller receives the full amount owed to Seller for the sale of the Equipment, Seller will make the Equipment available to Buyer for pick up at Sellers site located at 7001 International Drive, Coraopolis, PA 15108 (Sellers Site), and notify Buyer. Buyer will schedule a mutually agreeable time with Seller to pick up the Equipment within thirty (30) days of the date of Sellers notice. Buyer is solely responsible for arranging for the packaging and transportation of the Equipment from Sellers Site. Buyer is responsible for all risks and costs of packaging, shipping, freight, and insurance for transporting the Equipment from Seller?s Site to the Equipment?s final destination, as well as obtaining any and all required documents and approvals in order to transport the Equipment from Sellers Site. In the event that Buyer disassembles the Equipment to facilitate its transportation, Seller shall bear no responsibility for reassembly of the Equipment. If for any reason Buyer fails to pick up the Equipment in accordance with this Section 3, Buyer shall bear the risk of loss to the Equipment, Seller may sell the Equipment to a different Buyer without refunding any money to Buyer, or Seller, at its sole option, may store the Equipment until picked up by Buyer, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4. Representations and Warranties. Buyer represents and warrants that in entering into this Agreement and in its evaluation and acceptance of the Equipment, it is relying only on the information provided by Seller in the Listing, and has not relied on any representation or warranty of Seller. Buyer acknowledges that Seller is selling the Equipment on an AS-IS basis under Section 8 hereof and makes no representation or warranties with respect to the Equipment. Buyer will not make any claims against Seller with respect to damages to Equipment or for repairs to or replacement of Equipment.

5. Title and Risk of Loss. Shipment of Equipment shall be EX WORKS (Incoterms 2020), Sellers Site. Title and risk of loss of the Equipment shall pass to Buyer at the time Buyer or Buyers freight company (or other service provider) arrives at Sellers Site to package and transport the Equipment. For clarity, Buyer is responsible for any loss or damage to Equipment as a result of Buyer or its freight companys (or other service provider) packaging, loading, or transporting the Equipment, including theft or delayed delivery by Buyers freight forwarding company or other service provider and Buyer will not seek reimbursement from Seller for any such loss or damage. Buyer should ensure it has adequate insurance protection and/or is willing to assume risk of loss. Buyer acknowledges and agrees that Buyer has no right to return Equipment purchased under this Agreement.

6. No Setoff. Buyer shall not, and acknowledges that it will not, have any right under this Agreement or applicable law to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) by Seller or any of its affiliates, whether under this Agreement, applicable law, or otherwise and whether relating to Sellers or its affiliates breach or non-performance of this Agreement or any other agreement between Buyer or any of its affiliates and Seller or any of its affiliates or otherwise, against any amounts owed (or to become due and owing) by Buyer or any of its affiliates to Seller or its affiliates.

7. Export. Buyer acknowledges that Seller is not an exporter of the Equipment and that certain pieces of Equipment may constitute Restricted Technology under federal law and may not be shipped outside of the United States. Seller makes no representation or warranty concerning, and has conducted no investigation to ascertain, which items, if any, constitute Restricted Technology. Seller shall have the right to cancel the sale at any time in the event it determines, in its sole discretion that the sale does or may violate applicable U.S. export control or similar laws. The sale of Equipment is intended to be sold without software or other proprietary intellectual property including but not limited to manuals (Software), if any is applicable. In the event that Software is included as part of the Equipment sale, notwithstanding the disclaimers set forth above, Seller makes no representations or warranties regarding the Buyers right to use such Software, the performance of the Software, its non infringement, or otherwise. Buyer acknowledges that it is Buyers responsibility to secure any required licenses to use Software.

8. Disclaimer of Warranties by Seller. THE EQUIPMENT IS PRE-OWNED AND PURCHASED BY BUYER AS IS AND WITH ALL FAULTS. SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SALE OR USE OF THE EQUIPMENT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SELLER ACKNOWLEDGES IT HAS THE OPPORTUNITY TO REQUEST AN INSPECTION OF EQUIPMENT.

9. Limitation of Liability.

(a) BUYER HEREBY ACKNOWLEDGES THAT SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, AND EMPLOYEES ASSUME NO LIABILITY WITH RESPECT TO THE QUALITY OR QUANTITY OF EQUIPMENT SOLD OR OFFERED FOR SALE, ANY LOSS OR DAMAGE TO ANY EQUIPMENT DURING PACKAGING AND SHIPMENT, OR THE USE OF THE EQUIPMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUYER HEREBY WAIVES, RELEASES AND DISCHARGES SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, AND EMPLOYEES FROM ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, CLAIMS, LOSSES, EXPENSES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATING TO, AND/OR IN CONNECTION WITH THIS AGREEMENT OR BREACH OF THIS AGREEMENT REGARDLESS OF (A) WHETHER SUCH DAMAGES, LOST PROFITS, REVENUES, DIMINUTION IN VALUE, CLAIMS, LOSSES, AND EXPENSES WERE FORESEEABLE, (B) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOST PROFITS, REVENUES, DIMINUTION IN VALUE, CLAIMS, LOSSES, AND EXPENSES WERE FORESEEABLE, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO SELLER BY EQUIPNET FOR THE EQUIPMENT SOLD HEREUNDER.

10. Compliance with Law. Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

11. Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its affiliates and each of Sellers and its affiliates respective officers, directors, employees, agents, successors, and assigns (collectively, Indemnified Party) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys fees, other fees, and the costs of enforcing any right to indemnification under this Agreement and pursuing any insurance providers, incurred by an Indemnified Party, relating to/arising out of or resulting from or in connection with any claim of a third party or Seller arising out of or occurring in connection with the sale or use of the Equipment, or Buyers negligence, willful misconduct, or breach of this Agreement. Buyer shall not enter into any settlement without Sellers and any other applicable Indemnified Party?s prior written consent.

12. Termination. The termination of this Agreement pursuant to this Section shall not release Buyer from any obligation or liability to Seller that has already accrued hereunder. Seller shall not be liable to Buyer for any damage of any kind (whether direct or indirect) that Buyer may incur by reason of the termination of this Agreement.

13. Confidential Information. The terms and conditions of this Agreement and the transactions contemplated hereby and all non-public, confidential, or proprietary information of Seller or an affiliate, including, but not limited to, documents, data, or business operations, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as confidential, in connection with this Agreement are confidential, solely for the purpose of this Agreement and the transactions contemplated hereby and may not be used, disclosed or copied unless authorized by Seller in writing, except Buyer may use and disclose such confidential information only for purposes of carrying out its obligations under this Agreement and disclose such confidential information only to its employees who need to know such confidential information in connection therewith. Upon Sellers request, Buyer shall promptly return all Seller documents and other materials that Buyer has received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. Buyer shall not use Seller?s names or trademarks or issue a press release or make any other public statement that references this Agreement or the purpose of this Agreement.

14. Entire Agreement. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

15. Survival. Subject to the limitations and other provisions of this Agreement, any provision of this Agreement that, in order to give proper effect to its intent, should survive expiration or termination of this Agreement, shall survive the expiration or earlier termination of this Agreement.

16. Notices. All notices and communications under this Agreement must be in writing and addressed to the Parties at their respective address set forth below (or to such other address as the Parties may designate from time to time in accordance with this Section). All notices must be delivered by nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or by email (with confirmation of transmission) A notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section.

Notice to Seller:
Krystal Biotech, Inc.
2100 Wharton Street, Suite 701
Pittsburgh, PA 15203
Attention: Michael Strazisar (email: [email protected])
With a copy to: [email protected]

Notice to Buyer:

Attention:

17. Miscellaneous. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No amendment of this Agreement is effective unless it is in writing and signed by each Party. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Buyer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, United States of America, without giving effect to the conflict of laws provisions thereof. Each Party irrevocably and unconditionally agrees that any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, and all contemplated transactions shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania in each case located in the City of Pittsburgh. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party in any action shall be entitled to all costs and fees including but not limited to attorneys fees. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, and both of which shall constitute one and the same instrument. Either Party may sign this Agreement by (i) providing a scanned image of a handwritten signature that is attached to an electronic document, or (ii) through the use of e-signature software such as DocuSign. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Buyer shall, and shall cause its affiliates to, from time to time at Seller?s request, furnish Seller such further information or assurances, execute and deliver such additional documents and instruments, and take such other actions and do such other things, as may be necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

KRYSTAL BIOTECH, INC.