Common use of CONSIDERATION; DEVELOPMENT OF SELECTED COMPOUNDS Clause in Contracts

CONSIDERATION; DEVELOPMENT OF SELECTED COMPOUNDS. In addition to the INSTITUTE’s rights of patent ownership under Article 5, as additional consideration for the rights granted to SENETEK herein SENETEK agrees that, if SENETEK advises the INSTITUTE as provided in Article 3.2 that it wishes INSTITUTE to conduct TESTING on any COMPOUND or COMPOUNDS, SENETEK will be obligated to pay or reimburse the INSTITUTE for the expenses of such TESTING and/or further evaluation, in vitro and in vivo testing, and development of the selected COMPOUNDS (collectively with the TESTING, the ‘R&D”). Such payments to the INSTITUTE shall be made by bank transfer monthly, as such expenses are incurred, to the account titled Ustav experimentalni botaniky, v. v. i. AV CR, No.159136233/0300 with Ceskoslovenska obchodni banka, Arbesovo nam. ▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, SWIFT CODE: CEKOPCZPP. 4.1 If the PARTIES agree that any R&D can most efficiently and effectively be done by the INSTITUTE or by a third party laboratory with which the INSTITUTE has a relationship, such expenses shall be billed at the INSTITUTE’S direct cost of conducting or contracting out such activities. If the PARTIES agree that any R&D can most efficiently and effectively be done by a third party laboratory or academic institution with which SENETEK has a relationship, SENETEK shall pay for such activities and provide the INSTITUTE with documentation of such payment. 4.2 To support the INSTITUTE’s research, on the EFFECTIVE DATE and on each anniversary of the EFFECTIVE DATE, SENETEK shall pay to the INSTITUTE, in the manner above set forth, the sum of ***, plus the following sums: Super- cytokinins (8-substituted cytokinins) *** *** *** *** *** *** *** *** *** Tetra hydropyranyl cytokinins *** *** *** *** *** *** *** *** *** 2-methyl-thio-cytokinins *** *** *** *** *** *** *** *** *** Oral availability study *** *** *** *** *** *** *** *** *** Other tasks defined in Article 3.8 *** *** *** *** *** *** *** *** *** which amounts shall be retained by the INSTITUTE for development of new cytokinins and cytokinin-like compounds. In 2014 the PARTIES will meet and agree whether to continue the research co-operation and on what conditions. 4.3 In the event that SENETEK shall be required to pay a tax on any payment to the INSTITUTE, it shall deduct the amount of said tax from the payment due to the INSTITUTE and shall provide the INSTITUTE with a copy of the Certificate of the tax having been paid pursuant to an Agreement on Avoidance of Double Taxation or for other reasons. 4.4 It is agreed by the PARTIES that they shall consult in good faith regarding the nature, scope and costs of all R&D, the protocols therefor and the most efficient and effective sourcing thereof, provided that if agreement cannot be reached between the PARTIES within a reasonable time (having in mind the time limits set forth herein), SENETEK’s position shall prevail. SENETEK shall own all rights to any and all test reports and test results from R&D paid for or reimbursed by SENETEK as above provided, and the INSTITUTE agrees not to make any publication or other disclosure thereof without SENETEK’S prior written approval.

CONSIDERATION; DEVELOPMENT OF SELECTED COMPOUNDS. 4.1 In addition to the INSTITUTE’s rights of patent ownership under Article 5, as additional consideration for the rights granted to SENETEK herein SENETEK agrees that, if SENETEK advises the INSTITUTE as provided in Article 3.2 that it wishes INSTITUTE to conduct TESTING on any COMPOUND or COMPOUNDS, SENETEK will be obligated to pay or reimburse the INSTITUTE for the expenses of such TESTING and/or further evaluation, in vitro and in vivo testing, and development of the selected COMPOUNDS (collectively with the TESTING, the ‘R&D”). Such payments to the INSTITUTE shall be made by bank transfer monthly, as such expenses are incurred, to the account titled Ustav experimentalni botaniky, v. v. i. botaniky AV CR, No.159136233/0300 No 165891761/510 with Ceskoslovenska obchodni Investicni a postovni banka, Arbesovo nam. namesti 7, ▇, ▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, SWIFT CODE: CEKOPCZPP. 4.1 . If the PARTIES agree that any R&D can most efficiently and effectively be done by the INSTITUTE or by a third party laboratory with which the INSTITUTE has a relationship, such expenses shall be billed at the INSTITUTE’S direct cost of conducting or contracting out such activities. If the PARTIES agree that any R&D can most efficiently and effectively be done by a third party laboratory or academic institution with which SENETEK has a relationship, SENETEK shall pay for such activities and provide the INSTITUTE with documentation of such payment. 4.2 To support the INSTITUTE’s research, on the EFFECTIVE DATE and on each anniversary of the EFFECTIVE DATE, SENETEK shall pay to the INSTITUTE, in the manner above set forth, the sum of **** , plus the following sums: Super- cytokinins (8-substituted cytokinins) *** *** *** *** *** *** *** *** *** Tetra hydropyranyl cytokinins *** *** *** *** *** *** *** *** *** 2-methyl-thio-cytokinins *** *** *** *** *** *** *** *** *** Oral availability study *** *** *** *** *** *** *** *** *** Other tasks defined in Article 3.8 *** *** *** *** *** *** *** *** *** which amounts amount shall be retained by the INSTITUTE for development of new cytokinins and cytokinin-like compounds. In 2014 the PARTIES will meet and agree whether to continue the research co-operation and on what conditions. 4.3 In the event that SENETEK shall be required to pay a tax on any payment to the INSTITUTE, it shall deduct the amount of said tax from the payment due to the INSTITUTE and shall provide the INSTITUTE with a copy of the Certificate of the tax having been paid pursuant to an Agreement on Avoidance of Double Taxation or for other reasons. 4.4 It is agreed by the PARTIES that they shall consult in good faith regarding the nature, scope and costs of all R&D, the protocols therefor and the most efficient and effective sourcing thereof, provided that if agreement cannot be reached between the PARTIES within a reasonable time (having in mind the time limits set forth herein), SENETEK’s position shall prevail. SENETEK shall own all rights to any and all test reports and test results from R&D paid for or reimbursed by SENETEK as above provided, and the INSTITUTE agrees not to make any publication or other disclosure thereof without SENETEK’S prior written approval.

CONSIDERATION; DEVELOPMENT OF SELECTED COMPOUNDS. In addition to the INSTITUTE’s rights of patent ownership under Article 5, as additional consideration for the rights granted to SENETEK herein SENETEK agrees that, if SENETEK advises the INSTITUTE as provided in Article 3.2 that it wishes INSTITUTE to conduct TESTING on any COMPOUND or COMPOUNDS, SENETEK will be obligated to pay or reimburse the INSTITUTE for the expenses of such TESTING and/or further evaluation, in vitro and in vivo testing, and development of the selected COMPOUNDS (collectively with the TESTING, the ‘R&D”). Such payments to the INSTITUTE shall be made by bank transfer monthly, as such expenses are incurred, to the account titled Ustav experimentalni botaniky, v. v. i. AV CR, No.159136233/0300 with Ceskoslovenska obchodni banka, Arbesovo nam. ▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, SWIFT CODE: CEKOPCZPP.*** 4.1 If the PARTIES agree that any R&D can most efficiently and effectively be done by the INSTITUTE or by a third party laboratory with which the INSTITUTE has a relationship, such expenses shall be billed at the INSTITUTE’S direct cost of conducting or contracting out such activities. If the PARTIES agree that any R&D can most efficiently and effectively be done by a third party laboratory or academic institution with which SENETEK has a relationship, SENETEK shall pay for such activities and provide the INSTITUTE with documentation of such payment. 4.2 To support the INSTITUTE’s research, on the EFFECTIVE DATE and on each anniversary of the EFFECTIVE DATE, SENETEK shall pay to the INSTITUTE, in the manner above set forth, the sum of ***, plus the following sums: Super- cytokinins Supercytokinins (8-substituted cytokinins) *** *** *** *** *** *** *** *** *** Tetra hydropyranyl Tetrahydropyranyl cytokinins *** *** *** *** *** *** *** *** *** 2-methyl-thio-cytokinins *** *** *** *** *** *** methylthiocytokinins *** *** *** Oral availability study *** *** *** *** *** *** *** *** *** Other tasks defined in Article 3.8 *** *** *** *** *** *** *** *** *** which amounts shall be retained by the INSTITUTE for development of new cytokinins and cytokinin-like compounds. In 2014 2007 the PARTIES will meet and agree whether to continue the research co-operation and on what conditions. 4.3 In the event that SENETEK shall be required to pay a tax on any payment to the INSTITUTE, it shall deduct the amount of said tax from the payment due to the INSTITUTE and shall provide the INSTITUTE with a copy of the Certificate of the tax having been paid pursuant to an Agreement on Avoidance of Double Taxation or for other reasons. 4.4 It is agreed by the PARTIES that they shall consult in good faith regarding the nature, scope and costs of all R&D, the protocols therefor and the most efficient and effective sourcing thereof, provided that if agreement cannot be reached between the PARTIES within a reasonable time (having in mind the time limits set forth herein), SENETEK’s position shall prevail. SENETEK shall own all rights to any and all test reports and test results from R&D paid for or reimbursed by SENETEK as above provided, and the INSTITUTE agrees not to make any publication or other disclosure thereof without SENETEK’S prior written approval.