EVROPSKA UNIE

EVROPSKY FOND PRO REGIONALNf ROZVOJ

INVESTICE DO VASf BUDOUCNOSTI OP Vyzkum a vjvojpro iROvace

PURCHASE AGREEMENT

Concluded in accordance with section 409ff of the Act No 513/1991 of the Collection of Laws,Commercial Code, as amended (hereinafter ^Commercial Code)

CONTRACTUAL PARTIES:

PURCHASER:

With the seat in:

Rector:

Person authorized to act

in technical matters:

in professional matters:

Identification no:

Tax ID No:

Banking connection:

{hereinafter purchaser"}

PALACKY UNIVERSITY OLOMOUC

Kfizkovskeho 8, 771 47 Olomouc

prof. RNDr. Miroslav Maslan, CSc.

Ing. Jin Pfidal, secretary of the Faculty of Medicine andDentistry, Palacky University

61989592

CZ61989592

Komercnf banka, a.s., Olomouc branch

Ace. No: 19-1096330227/0100

SELLER:

With the seat in:

Incorporated in the Commercial

Register:

Person authorized to act in

contractual matters:

in technical matters:

Identification No:

Tax ID No:

Banking connection:

Account No:

Wire:

Electronic Transfer Payments

Wako Chemicals USA, Inc.

Richmond, VA, USA

August 16,1989, State of Virginia, USA

David Lorenz

David Lorenz

0345380 (SCC I D#)

54-1517119

Bank Of America

435029019320

026009593

(ACH)-051000017

(hereinafter ^Seller")

EVROPSKA UNIE

EVROPSKY FOND PRO REGIONALNI ROZVO]

MINISTERSTVO SKOLSTVI ^™^™ INVESTICE DOVASf BUDOUCNOSTI OP Vyzkum a VfVOJMLADEZE A T6LOvyCHOVY pro |novace

I

Recitals

1. The contractual parties have expressly agreed that in harmony with the stipulation of section262 subsection 1 of the Commercial Code, all rights and obligations stipulated by thisContract as well as rights and obligations ensuing herefrom will be solved in accordance withrelevant general stipulations of the Commercial Code concerning the business contractualrelations.

2. The Seller and the Purchaser conclude this Contract owing to the fact that the Seller's offerfor supply of the subject of the Contract execution was selected by the Purchaser in aselection procedure as the most suitable offer.

3. The tender is implemented within the project called "BIOMEDREG - Biomedicine forRegional Development and Human Resources" financed via the Operation ProgrammeResearch and Development for Innovation (hereinafter OP RDI) priority axis 2.

4. The Contractual Parties declare that the particulars stated in the heading hereof are inaccordance with reality as of the date of concluding the Contract. The Contractual Partiesoblige to inform the other Party about changes of the particulars without unduly delay. TheContractual Parties declare that persons undersigning the Contract are authorized to do so.

5. "Days" are defined as calendar days unless not stated otherwise herein.

IISubject of Execution

1. Herewith, the Seller obliges to supply the Purchaser with 1 pc Yokogawa CV7000 Systemwith all accessories and technical specifications stated in the Seller's offer of March 8, 2012filed by the Seller within the contractual procedure that precedes the signature hereof(hereinafter "Goods"). Goods are closer specified in Annex No. 1.

2. The Seller obliges to supply the Goods, install it, train the users, provide the customer serviceto the Goods under the terms and conditions set out in this Contract below.

3. The Seller further obliges to supply complete technical documentation of the Goods to thePurchaser (both in the paper and electronic form) including all relevant certificates.

4. The Seller obliges under this Contract to transfer the ownership right to the Goods to thePurchaser, the Purchaser obliges to pay the purchase price set out in article IV hereof to theSeller after a proper protocolary taking-over of the Goods in accordance with the terms andconditions stated in article V hereof.

IllTime and Place of Delivery

1. The Seller obliges to deliver the Goods to the place of delivery stated in section 2 of thisarticle within 12 weeks from the signature hereof by both Contractual Parties at the latest.

EVROPSKA UNIE

EVROPSKY FOND PRO REGIONALNlfiOZVOI

INVESTICE DQVASl BUDOUCNOSTI OP Vyzkum a

pro Inovace

2. The place of delivery shall be the Institute of Molecular and Translations! Medicine(hereinafter "IMTM) of the Faculty of Medicine of Palacky University Olomouc,Hnevotmska 5, Olomouc, the Czech Republic.

IVPurchase Price

1. The Purchaser obliges to pay a purchase price to the Seller for the supplied Goods underarticle II hereof amounting to USD 920,000 not including VAT (USD 1,104,000 including VAT).

2. The purchase price comprises all the costs relating to the delivery of the Goods (especiallythe transport and delivery, customs, etc), relating to the installation of the Goods, relating tothe complete training of the operators, and with providing a guarantee-period service to thePurchaser.

3. The purchase price is stipulated as a fixed price, maximum permissible and maximum; itcomprises all costs relating to the delivery of Goods.

VPayment Terms and Conditions

1. The Purchaser shall not pay any advance to the purchase price to the Seller.

2. The Contractual Parties consider the Goods supplied after its taking over, proper installationand the operation crew training at the place of delivery stipulated in art. Ill hereof. A datedcompletion certificate signed by the authorized representatives of both Contractual Partiesand always also initialed by the Director of UMTM shall serve as a certificate of properfulfillment of obligations by the Seller as stated in the previous sentence.

3. After the Goods is properly delivered under the terms and conditions stated in the previousparagraph, the Seller is entitled to issue an invoice (tax document). The invoice issued by theSeller must contain all the invoice requirements under the Act No 235/2004 of the Collectionof Laws on the value-added tax as amended and requirements of a mercantile paper undersection 13a of the Commercial Code and in the same time the identification of the Contractbased on which the execution was made. The Seller shall append stamp and signature of aperson authorized to issue the invoice on the invoice. The Seller shall deliver the invoice tothe Purchaser by registered mail or personally to the Purchaser's mail room against a writtenreceipt.

4. The purchase price is due within maximum 30 calendar days from the day of delivery of theinvoice to the Seller's banking account stated in the heading hereof.

5. In case any of the invoices shall not contain any requirement or the Seller shall wronglyaccount the price or VAT, the Purchaser is entitled to return the invoice to the Seller beforethe end of the maturity period to correct the invoice, while stating reasons of the return. TheSeller shall correct the invoice by issuing a new invoice. The original maturity period shallcease to run on the date of sending the wrong invoice to the Seller and a new maturityperiod shall start running on the date of delivery of the new invoice to the Purchaser.

EVROPSKA UNIE

EVROPSKY FOND PRO REGIONALNI ROZVOJ

INVESTJCEDOVASIBUDOUCNOSTI OP Vyzkum a vyvoj

pro inovace

6. The Contractual Parties agreed that the obligation to pay the purchase price shall be fulfilledon the day of deducting the relevant amount from the Purchaser's account to the credit ofthe Seller's account stated in the heading of the Contract.

VISeller's Responsibility for Defects

1. The Seller shall provide guarantee for quality of the Goods to the Purchaser within sense ofstipulation of section 429ff of the Commercial Code. The Seller shall be held responsible tothe Purchaser that within the guarantee period of 12 months, the Goods specified in article IIhereof shall have the negotiated quality and making, is fit for the proper use for thenegotiated purpose and that it shall retain the negotiated properties. If the Goods fail tohave the above properties, it has got defects. The guarantee period shall start running aftermeasurement of more then 1000 plates or 3 months from the day the facility has been putinto full operation the latest (as documented by the signature of the completion certificatespecified in art. V hereof by authorized representatives of both Contractual Parties andinitialed by the Director of UMTM), depending on which event occurs earlier.

2. In case defects are found during the guarantee period, the Purchaser is entitled to announcesuch defects to the Seller in a provable manner. The Seller obliges to rectify free of chargeand under the terms and conditions stipulated further in this article defects announced bythe Purchaser to the Seller within the guarantee period. A guarantee period of 24 monthsrelates to the repaired part of the Goods, which shall start running on the day of removal ofthe Goods' defect and its new introduction in full operation as documented by the signatureof the completion certificate specified in art. V hereof by authorized representatives of bothContractual Parties and initialed by the Director of UMTM.

3. Within the guarantee period, the Seller obliges to start rectifying the defect within maximum48 hours after the Purchaser announced the defect, unless the Contractual Parties agreeotherwise. The Seller obliges to rectify the defect announced by the Purchaser free of chargemaximum within 10 days from the day when the Purchaser announced the defect to theSeller unless the Contractual Parties agree otherwise.

4. The Seller obliges to guarantee the out-of-guarantee-period service of the Goods until theend of the Goods' life under the terms and conditions usual in the market and guaranteesavailability of the service. For purposes of providing the out-of guarantee service, theContractual Parties are entitled to conclude a service contract at the latest 30 days beforethe end of the guarantee period unless the Contractual Parties agree otherwise. TheContractual Parties hereby agreed that after the guarantee period, the Seller obliges to startrectifying a defect maximum 48 hours after the Purchaser announced the defect. The Sellerobliges to rectify the defect announced by the Purchaser within maximum 10 days from theday when the Purchaser announced the defect to the Seller unless the Contractual Partiesagree otherwise.

5. In case the Seller fails to rectify the defects announced by the Purchaser within the deadlinesset out in this article or within deadlines agreed by the Contractual Parties, the Purchaser isentitled to ensure rectification of the defects by a third party. In such a case, the Sellerobliges to compensate the Purchaser all costs relating to removal of the defect by a thirdparty within 15 days from the day of its accounting by the Purchaser. This shall not affect theSeller's obligation to pay a contractual fine to the Purchaser. By rectification of a defectthrough a third party, the Seller's liability for damage caused in connection with the Goods'defect is not abolished.

EVROPSKA UNIE

EVROPSK* FOND PRO REGIONAlNI ROZVOJ

MINISTERSTVO SKOLSTVf. —— "NVESTICE DO VA§! BUDOUCNOSTI OP VyzkUHl a vyvojMLADEZE A TELOVYCHOVY pro lnOV3C6

VIIContractual Fines

1. In case of the Seller's delay with the term of delivery of Goods stipulated in art. Ill hereof, theSeller obliges to pay a contractual fine amounting to 0.1 % from the purchase price withoutVAT stated in art. IV hereof for every - even beginning - day of delay after the stipulateddeadline of proper delivery of the Goods to the Purchaser.

2. For cases of delay in payment of the purchase price, the Contractual Parties negotiate aninterest on late payment in the amount stipulated by the government order No 142/1994 ofthe Collection of laws which stipulates the interest on late payment and charges on latepayment under the Civil Code as amended.

3. In case the Seller fails to rectify the Goods' defect within the deadline stipulated in art. VIhereof, he obliges to pay the Purchaser a contractual fine of USD 200 for every - evenbeginning - day of delay with rectification of the Goods' defect while this stipulation paysfor each separate defect of the Goods.

4. Contractual fines are not calculated into the compensation of potentially existing damagethat can be claimed separately in full extent apart from the contractual fines.

5. The maturity period of accounted contractual fines and interests on late payment is 15 daysfrom the date of delivery of a written statement to the relevant Contractual Party and theday of deducting the amount of the contractual fine or interest on late payment from theaccount of the relevant Contractual Party to the credit of the account that shall be stated inthe statement of the contractual fine or interest on late payment shall be considered the dayof payment.

6. The Purchaser is entitled to set off the contractual fines against the claim of the Seller forthe payment of the purchase price.

VIMFinal Provisions

1. This Contract may be changed or supplemented by the Contractual Parties only in the formof written supplements that shall be numbered in ascending order, shall be expresslydeclared as supplements hereof and signed by authorized representatives of the ContractualParties.

2. Rights and obligations of the Contractual Parties in questions not expressly regulated by thisContract shall be governed by relevant stipulations of the Commercial Code or othergenerally binding legal regulations.

3. The Purchaser is entitled to withdraw from the Contract for its material breach by the Sellerwhile a material breach of the Contract is defined as:

-Seller's delay in the delivery of the Goods for more than 30 days

- Non-compliance with technical specification of the Goods stated in the Seller's offer

4. The Purchaser is also entitled to withdraw from the Contract in case no grant is providedfrom OP RDI for the implementation of the project "BIOMEDREG - Biomedicine for RegionalDevelopment and Human Resources".

5. The Purchaser is also entitled to withdraw from the Contract in case the costs that shouldarise to the Purchaser based on this Contract would be designated as ineligible by themanaging body of OP RDI or by another control subject.

EVROPSKA UNIE

EVROPSKY FOND PRO REGION^LNf ROZVOf

INVESTICE DO VASl BUDOUCNOSTI OP Vyzkum a vyvojpro Jnovace

6. The Seller is entitled to withdraw from the Contract in case of delay of the Purchaser to paythe purchase price for longer than 60 days.

7. Withdrawal from the Contract must be made in writing and it shall become effective on theday of delivery of a written announcement to the other Contractual Party.

8. The Seller acknowledges that he is a person with obligatory participation in financialcontrollig in harmony with the stipulation of section 2 letter e) of the Act No 320/2001 of theCollection of laws on financial control in public administration as amended.

9. Within the scope of control, the Seller obliges to enable right of access to the managing bodyof the Operation Programme of Research and Development for Innovations (The Ministry ofEducation, Youth and Sports of CR) also to such parts of the offers, contracts and relatingdocuments that are subject to protection under special legal regulations (especially asbusiness secret, classified material) on the condition that requirement of the legalregulations shall be fulfilled (specially section 11 letters c) and d), section 12 subsection 2letter f) of the Act No 552/1991 of the Collection of laws on state control as amended), allthis for up to 3 years after completion of OP RDI under art. 90 of the Council Directive (EC)No 1083/2006, ie minimum to year 2021. The Seller obliges to enable control and right ofaccess of the managing body of OP RDI also to potential sub-suppliers of the Seller.

10. The Seller acknowledges that the Purchaser is obliged to comply with requirements forpublicity within programmes of structural funds as stipulated in art. 9 of the CouncilDirective (EC) No 1828/2006 and Rules for Publicity within the OP RDI in all relevantdocuments relating to the contractual procedure, ie especially in all contracts and otherdocuments relating to the given tender.

11. The Seller is not entitled to assign his rights and obligations ensuing herefrom to a thirdparty without the consent of the Purchaser.

12. The Contract becomes effective on the day of its signature by both Contractual Parties.

13. The Contract is made in five counterparts valid as originals undersigned by the authorizedrepresentatives of both Contractual Parties while the Purchaser shall obtain threecounterparts and the Sellertwo counterparts.

14. The Contractual Parties agreed that they shall settle all disputes above all by mutualnegotiation with the goal to arrive at a peaceful settlement of the dispute.

15. The Contractual Parties declare that they read the Contract properly before its signature,that they approve of the content, the Contract is in accordance with their real and free will,in witness whereof the authorized representatives of the Contractual Parties append theirsignatures.

In Olomoucon ft 2012 In Olomouc on ...I '..... 20124

Prof. RNDr. Miroslav M

Rector

David Lorenz

Associate Director

High-throughput Cytologf cat Discovery System63 wider image'ide-viewmod

CV7000^^K •• JF ^^F ^^F %»

CellVoyagerW is a WgJHhroMghput Biological discovery systemtapable of high-speed and high-msol«tionimaging and analy$*s of biological reactions in live cells. It is unsurpassed in Us effectiveness as a tool for drugdeveiopment, compound evaluation., cytologkal functional studies, and more;

Dispensing

gth: - Very rapidly analyses a lirgs nunumerk1 data o« individua

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a: dasa on individual <efo Tempos a! ana'/sK of live cellsAutomates hih-ipcsd irrtaoinfj ans (ttiaiytiwiesv Aaherem rclfs must to

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1. High throughput• Attained high-speed image acquisition al less than 60 sec, for a 96 wellplate*^• Can acquire entire image of 384 wells in a single shot^'CJJJ• Newly developed wide-view model of multi-beam confocal scanner unit enables super

high-speed image acquisition $•$$• Versatile capability to meet from cell-base first screening to the secondary screening

2. Highly flexible software1 Flexibly customizable depending on your applicationInteractive GUI offers easy setting of imaging conditions and comprehensive operation ofimage/data analysis PU

3. Versatile functions and ex• Wide-view model scanner unit offers much wider imaging area than with our conventional

model under the same imaging condition*' E j• Can use up to a total of 6 objective lenses (4X-60X), including water immersion lenses with

automated water supply• Offers automated exchange among real confocal, epi-fhiorescencc and phase contrast modes• Can be connected with external robot systems from various manufacturers• Provides tip-type dispenser

4, Live cell observationAttained minimal photo bleaching and photo toxidty, thanks to our proprietary mult) f jearn confbcal scanningIntegral incubator-'- and auto X-Y stage ^ilows long-term^- observation of the changes in live cells

•Suitable for a wide range of applications

•GPCB imemaRzatton•Translocation from cytoplasm and nucleus of target proteins (NFkB, STAT, PPAR, MAPKAP, etc)•Translocation from cytoplasm co cell membrane (PKC etc.)•Apoptosis •Mitochondria morphology•Micronudeus assay •Calcium flux•NeurUe outgrowth •Cell motiliiy•Cell cycle •Differentiation of ES cells•Colony population

• Calcium response

(a)

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Time-lapse intensity analysisAnalyzes temporal changes in the concentrationof intracellularcaklum Ion, and others.

•Neurite outgrowth

riteoutgrowtK branching poirtEsand branching number. To beappfetfor the evafuafcn of

Tracking analysisCell iracking, live/dead cell counting

Analyzes morphologicai changes in the nuclei,such as area, fluorescence intensity, andfragmentation.

-Easy setup of multiple complex measurement parameters-

Sef plate Select imaging positions Select imaging conditions Select imaging mode Set time-lapse conditions

•Wide-View Imaging i

Dispensing*'Selectable from one well lo one well, andone- well to multiple wells.

•Dispensing pattern

',-^countingincreases the image sampling points until thetargeted numbe' of tells h reached.

Searches imaging are,iof individual wells toselect fields with theoptimal number of ceils ••••,;.-_- a powerful function for j""efficient analysts.

Wide-view mode! scanner unit offers 4 tim?i wider image ares than with our conventional model,CVGOOQ under the same imaging condition.It ii possible to capture full Can acquire entire image of 3S4 wells in a single shot when usingX<5 lens, and with a total of A shots when ustng X J O lens.

sinqSc shtx imaqenfeniiip ^W vvelKf image area

Utflrfe variety of imaging modeFlexibly selectable imaging mode* for opiics fconfocal, epl-fluorescence, phase corttrast), Z-stack (one slice orstack}, auio fccus (laser base or trnacjfi base), display (single or MtP), ant! diipensing, to best match with yoursample and application.

•Example of display modes Bimaging under suitable conditionsresults in the optimal analysis

-This software allows you to flexibly customize analytical algorithms depending on your application-

Ready-to-use standard software is available for ingtine analysis.You can also build new analytical protocols to match specific applications.j>1

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Thp extract filter function is useful for advanced a

•Range filter •f.cc.ali&Hton filter[xtrscts data wuhin a specific i-jnge ftom LinKs multiple object f'om different channels,a histogram or scatter grapli. ysf ful for calculating characteristic vahjes such

r eftsaim&atfng outliers, as the average signal intensity ratio betweennpe.flif. nuclei and cytoplasm.

For h<indh'ng a specified amours of bairn data in a .setsequence. Uwfcil for handling PIMP <la;a fora (iesigwell, field, 2. SWCK, 0! lime point based on a specifiedfecogniiicn .ilsonthm and/or d

Select measurement file Select protocol Object recognition

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Depending on the application and your level of expertise, you can perform object recognition either in tosir modi1 &e. In the former, simple paramsteri. sui,;h as intensity tluesfioiff and liM tiro used. In the !aue<, analyib

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For efffcfentauioniated analysis of complicatedons, (his can handle single and multiple

Select output characteristic quantities Start analysis

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Dispiay* ?.s •* M^jle imarji? ait o' rlio field images for one wellfor anitlyj!in(j trwja'Hs en the eilg? Of a wide aied,

-We propose a system tailored to variouscustomers' needs with most versatile options-

•Optical technology1 Imaging modes are selectable from confocal, e pi-fluorescence and phase-contrast.

• Capable of automatic switching among imaging modes depending on your application.

Halogen lamp"

•Microlens-enhanced dual Nipkow disk technology.•Significantly reduces occurrence of photobleachlng and phototoxicity in live cell

imaging.

Principles of the Mkrolens-enhanced Nipkow Disk Scanning TechnologyA Nipkow spinning disk entraining about 20,000 pifihotes Ant] d s'econd spinning diskcontaining trw ^snie number of mfcraleiis 10 focus excitation laser light imo eachcoweiponding pinnate are mechanically fixed with a moior, arwt vt-ty rapidly raster scan;lw? field of 'view wit n a tout t,GOO laser beams wtmi iThe |)inho!e and microleni pctttein (tiearwngecf in our prophet^ design tooptimi/e faster scan,Mulli-team scanrtirtg vwlh the CSU tioionly increases scannlfvg speeO, but alsoresults in significantly lowerphotobleadiincj and phototoxicity,because multiple excitation needs wiy atow level of laier powet at the specimento fully excite fluwescente.

wiife-view Nipkow Diskwhich is capabk of scaining •Single head

Disposable tip-typeNumerous dispensing functions

Highly sensKsve, high-resolution sC^DS camera) •Support of simultaneous imagingUp to three cameras

• Ultra-fast, high-precisionautofocus(Yokogawa patent pending)

• Laser-based mode orimage-based mode

[Objective Jens)

-Automatically exchangeable• Up to six lenses•Automatic water supply uniti!l ,

ffh-speecl, high-precisionIndustry-leading measurementspeed of up to 384 wells perA minutesHign-resolution positioning(1/^rp resolution)Stage incitbator'1'1(Temperatu re.hu midity,C02)

Dfy:4X, !QX,2QX,<10XWater; 40X.60XLong working distance

- One-click operation for sample setting and dispensing• Can be connected with external robot systems'1 '

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ate lifter] IS]In combination with external robot systems-5, you canload the well plates directly from the incubator forimaging and analysisimegnsl incubator and auto X-Y stage allows long-termobservation of the changes in live cells

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