Common use of Development Obligations Clause in Contracts

Development Obligations. A. Area Developer shall execute the then current form of Franchise Agreement for each restaurant site approved by Franchisor in the Development Area as hereinafter provided. The Franchise Agreement for each restaurant developed hereunder shall be the then current form of Franchise Agreement and the amendment(s) thereto, if any, being offered generally by Franchisor for such restaurant design at the time each such Franchise Agreement is executed; provided, however, that if such restaurant utilizes a GC-11S design or GC-11M design, such Franchise Agreement shall be amended by the respective form of Addendum for GC-11S Restaurants or Addendum for GC-11M Restaurants being offered generally by Franchisor at such time, the current forms of which are attached as Exhibits B-1 and B-2 hereto. The current form of Franchise Agreement being offered by Franchisor as of the date hereof is the Franchise Agreement attached hereto as Exhibit C. The Franchise Agreement and amendment, if applicable, for each restaurant shall be executed by Area Developer and submitted to Franchisor within the later of fifteen (15) days of: (1) receipt of Franchisor’s notice of Phase I site approval, as provided in Section III.B hereof, or (2) receipt of the applicable Franchise Agreement. B. Prior to Area Developer’s acquisition by lease or purchase of any site for a restaurant, Area Developer shall submit to Franchisor, in the form specified by Franchisor, a completed Site Evaluation Questionnaire, the description of the proposed site and such information or materials as Franchisor may reasonably require, together with a letter of intent or other evidence satisfactory to Franchisor which confirms Area Developer’s favorable prospects for obtaining the site. Franchisor shall have sixty (60) days after receipt of such Site Evaluation Questionnaire, the description of the proposed site and other information and materials to approve or disapprove, in its sole discretion, each proposed site for a restaurant. Area Developer must submit to the Franchisor the aforementioned Site Evaluation Questionnaire and other required information regarding the first site to be developed pursuant to this Agreement within ninety (90) days after the execution of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Area Developer must acquire by lease or purchase a location approved by Franchisor at the earlier of 180 days after the execution of this Agreement or six months before the scheduled opening date of the first restaurant as set forth in the attached Exhibit A, and thereafter must acquire a location approved by Franchisor not less than six months prior to the date each respective restaurant is required to be opened pursuant to the development schedule. C. If Area Developer will occupy the premises at which a restaurant is operated under a lease, Area Developer shall, prior to the execution thereof, submit such lease to Franchisor, for its written approval. Franchisor’s approval of the lease may be conditioned upon the inclusion in the lease of such provisions as Franchisor may reasonably require, including, without limitation: 1. A provision which restricts the use of the premises during the term of the Franchise Agreement solely to the operation of the business franchised under the Franchise Agreement. 2. A provision which prohibits Area Developer from subleasing or assigning all or any part of its occupancy rights or extending the term of or renewing the lease, without Franchisor’s prior written consent. 3. A provision that the landlord consents to Area Developer’s use of such Proprietary Marks and signage as Franchisor may prescribe for the franchised business; 4. A provision giving Franchisor the right to enter the premises without assuming the lease to make modifications necessary to protect the Proprietary Marks and the System or cure any default under the Franchise Agreement; 5. A provision that the initial term of the lease, or the initial term together with any renewal terms (for which the rent shall be set forth in the lease), shall be for not less than fifteen (15) years; 6. A provision which requires the landlord concurrently to provide Franchisor with a copy of any written notice of breach or default under the lease sent to Area Developer; and which grants to Franchisor, in its sole discretion, the right (but not the obligation) to cure any breach or default under the lease, should Area Developer fail to do so, within fifteen (l5) days after the expiration of the period in which Area Developer may cure the breach or default; and 7. A provision that provides that upon Area Developer’s default under the lease or under the Franchise Agreement, Franchisor shall without the landlord’s further consent have a continuing right of entry into the premises, the right to operate a Golden Corral restaurant therein, the right but not the obligation to assume Area Developer’s interests under the existing terms, conditions and covenants of the lease, and should Franchisor assume Area Developer’s position under the lease, the right to assign the lease or sublet the premises to a third party which will operate on the premises a Golden Corral restaurant. D. Recognizing that time is of the essence, Area Developer agrees to satisfy the development schedule for the restaurant design described therein (“development schedule”) set forth in Exhibit A, attached hereto. Failure by Area Developer to adhere to the development schedule shall constitute a default under this Agreement as provided in Section VI.B. hereof.

Development Obligations. A. Area Developer (a) Qilu shall execute the then current form of Franchise Agreement at its sole expense use Commercially Reasonable Efforts to, by itself or through its Affiliates or Sublicensees, Develop and seek Regulatory Approval for each restaurant site approved by Franchisor at least one (1) Licensed Product in the Field in the Territory. (b) Without limiting Qilu’s obligations under Section 4.1(a), Qilu shall use Commercially Reasonable Efforts to Develop the Licensed Products in the Field in the Territory pursuant to a development plan that will include a description of the Development Area activities to be performed in support of obtaining Regulatory Approval for the Licensed Products in the Field in the Territory, including Clinical Trial designs (as hereinafter providedsuch development plan may be amended, the “Development Plan”). The Franchise Agreement Development Plan shall include projected timelines for each restaurant developed hereunder shall be the then current form completion of Franchise Agreement and material Development activities, including the amendment(s) thereto, if any, being offered generally by Franchisor for such restaurant design at the time each such Franchise Agreement is executed; provided, however, that if such restaurant utilizes a GC-11S design or GC-11M design, such Franchise Agreement shall be amended by the respective form of Addendum for GC-11S Restaurants or Addendum for GC-11M Restaurants being offered generally by Franchisor at such time, the current forms of which are attached as Exhibits B-1 and B-2 heretofollowing: [***]. The current form of Franchise Agreement being offered by Franchisor as An outline of the date hereof initial Development Plan is the Franchise Agreement attached hereto as Exhibit C. 4.1. Within [***] after the License Effective Date, Qilu shall submit to the JSC an initial draft of the Development Plan for the JSC’s review and approval. Once approved by the JSC, all amendments to the initial Development Plan shall not be effective unless and until approved by the JSC, [***]. Not later than [***] days prior to the commencement of each Calendar Year during the Term when Development of the Licensed Products in the Field in the Territory is ongoing, Qilu shall submit to the JSC an updated Development Plan for the subsequent Calendar Year for its review and approval. Such update shall take into account completion, commencement, changes in or cessation of Development activities not contemplated by the then-current Development Plan in sufficient detail to reflect the continued diligence of Qilu and its Affiliates and Sublicensees. If, from time to time during the Term, there are any material changes to the proposed Development activities to be conducted by Qilu and its Affiliates and Sublicensees that are not reflected in the then-current Development Plan, including the addition of any Clinical Trials or any material changes to any Clinical Trial already included therein, Qilu shall promptly submit to the JSC an amendment to the Development Plan for the JSC’s review and approval. (c) Without limiting Qilu’s obligations under Section 4.1(a) and Section 4.1(b), Qilu, by itself or through its Affiliates or Sublicensees, shall achieve each of the following diligence milestones by the corresponding diligence deadline, provided that (i) with respect to diligence milestone 2 listed below, Arbutus has timely supplied the Licensed Product (with sufficient quantities and quality) in accordance with the terms of the Clinical Supply Agreement, and (ii) with respect to diligence milestones 1 and 2 listed below, Arbutus has timely provided the material Arbutus Know-How then in the Control of Arbutus or its Affiliates in accordance with Sections 2.5 and 9.4(c) in order to enable Qilu to achieve the diligence milestones by the applicable diligence deadlines, the receipt of which shall be confirmed by Qilu in writing: 2 [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL If Qilu anticipates that it will not be able to achieve one or both of the diligence milestones set forth above by the corresponding diligence deadline, Qilu shall provide Arbutus with written notice thereof. The Franchise Agreement Parties, through the JSC, shall discuss Qilu’s expectations regarding timing relating to achievement of the applicable milestone(s) and amendmentthe factors relating thereto. Arbutus shall consider in good faith, and shall not unreasonably withhold its consent to, any reasonable extension to the diligence deadlines set forth above proposed by Qilu. For clarity, any amendment to the diligence deadlines set forth above shall require the written agreement of the Parties. Notwithstanding the foregoing, if applicable, for each restaurant shall be executed Qilu is not able to achieve one or both of the diligence milestones set forth above by Area Developer and submitted to Franchisor within the later corresponding diligence deadline because (x) additional pre-clinical studies not previously conducted by or on behalf of fifteen (15) days of: (1) receipt of Franchisor’s notice of Phase I site approval, as provided in Section III.B hereofArbutus, or (2y) additional data not included within the Arbutus Know-How, are required by NMPA in order to support submission of an IND, then the Parties shall extend the relevant diligence deadline(s) by a reasonable period of time necessary for Qilu to conduct such additional pre-clinical studies or generate such additional data. (d) Qilu will perform its Development obligations under this Agreement in good scientific manner and in compliance with all Applicable Laws, including with respect to each such activity that will or would reasonably be expected to be submitted to a Regulatory Authority in support of a regulatory filing or application for Regulatory Approval, cGLP and cGCP. (e) Qilu shall maintain complete and accurate records of all work conducted by or on behalf of Qilu or its Affiliates, and shall require its Sublicensees to maintain complete and accurate records of all work conducted by or on behalf of such Sublicensees, as applicable, in each case in furtherance of the Development of the Licensed Products in the Territory and together with all material results, data and developments made in conducting such activities. Such records shall be maintained in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes and in accordance with Applicable Law. (f) In the event that Arbutus decides to conduct a global Phase III Clinical Trial for a Licensed Product in the Field (a “Global Trial”), Qilu shall have the right to participate in such Global Trial by including Clinical Trial sites in the Territory on the terms set forth in this Section 4.1(f) (“Development Participation Right”). In advance of any Global Trial, Arbutus shall provide written notice thereof to Qilu (a “Global Trial Notice”). Qilu shall have [***] days from receipt of the applicable Franchise Agreement. B. Prior Global Trial Notice (the “Review Period”) to Area Developerexercise its Development Participation Right by providing written notice thereof to Arbutus (the “Participation Notice”). If Qilu exercises its Development Participation Right within the Review Period, the Parties shall negotiate in good faith for up to [***] days an agreement setting forth the terms of Qilu’s acquisition participation in the Global Trial, which shall include (A) Qilu’s obligation to support Arbutus in connection with the Global Trial by lease (i) recommending Clinical Trial sites in the Territory; provided, that Arbutus shall have the right to reject any Clinical Trial sites that do not meet the regulatory, quality or purchase other standards of any site for a restaurant, Area Developer shall submit to FranchisorArbutus, in the form specified by Franchisor, a completed Site Evaluation Questionnaire, the description of the proposed site and such information or materials as Franchisor may reasonably require, together with a letter of intent or other evidence satisfactory to Franchisor which confirms Area DeveloperArbutus’s favorable prospects for obtaining the site. Franchisor shall have sixty (60) days after receipt of such Site Evaluation Questionnaire, the description of the proposed site and other information and materials to approve or disapprove, in its sole discretion, each proposed site (ii) bearing all costs and expenses incurred by or on behalf of Qilu for its participation in such Global Trial conducted in the Territory, and (iii) reimbursing Arbutus for a restaurant. Area Developer must submit pro rata portion of its internal and external expenses, including the expenses of any CRO or other Third Party service providers, to oversee and manage the Global Trial to the Franchisor the aforementioned Site Evaluation Questionnaire and other required information regarding the first site to be developed pursuant to this Agreement within ninety (90) days after the execution of this Agreement. Notwithstanding anything contained in this Agreement extent attributable to the contraryTerritory; and (B) Qilu’s rights and entitlements in connection with the Global Trial. For clarity, Area Developer must acquire by lease or purchase a location approved by Franchisor at the earlier of 180 days after the execution of this Agreement or six months before the scheduled opening date of the first restaurant as set forth in the attached Exhibit A, and thereafter must acquire a location approved by Franchisor not less than six months prior to the date each respective restaurant is required to be opened pursuant to the development schedule. C. If Area Developer will occupy the premises at which a restaurant is operated under a lease, Area Developer shall, prior to the execution thereof, submit such lease to Franchisor, for its written approval. Franchisor’s approval of the lease may be conditioned upon the inclusion in the lease of such provisions as Franchisor may reasonably require, including, without limitation: 1. A provision which restricts the use of the premises during the term of the Franchise Agreement solely to the operation of the business franchised under the Franchise Agreement. 2. A provision which prohibits Area Developer from subleasing or assigning all or any part of its occupancy rights or extending the term of or renewing the lease, without Franchisor’s prior written consent. 3. A provision that the landlord consents to Area Developer’s use of such Proprietary Marks and signage as Franchisor may prescribe for the franchised business; 4. A provision giving Franchisor Arbutus shall have the right to enter the premises without assuming the lease to make modifications necessary to protect the Proprietary Marks and the System or cure any default under the Franchise Agreement; 5. A provision that the initial term of the lease, or the initial term together with any renewal terms (for which the rent shall be set forth in the lease), shall be for not less than fifteen (15) years; 6. A provision which requires the landlord concurrently to provide Franchisor with a copy of any written notice of breach or default under the lease sent to Area Developer; and which grants to Franchisorcontrol, in its sole discretion, the right study design and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (but I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL study protocol for the Global Trial. If Qilu does not deliver a Participation Notice to Arbutus during the obligationReview Period, or if the Parties are unable to execute an agreement providing for Qilu’s participation in the Global Trial within [***] days of the Participation Notice, then Qilu will be deemed to have waived its Development Participation Right for the Global Trial and Arbutus shall have no further obligation to Qilu under this Section 4.1(f) with respect to cure participation in the Global Trial. Notwithstanding the foregoing, Qilu may elect to develop, at its own cost and expense, the Licensed Products in any breach or default indication in the Field in the Territory as approved under the leaseDevelopment Plan, should Area Developer fail even if Qilu does not exercise its Development Participation Right with respect to do sothe same indication in the Field in the Territory. For the avoidance of doubt, within fifteen (l5) days after the expiration Arbutus shall share any and all Arbutus Know-How arising from all Global Trials with Qilu pursuant to Section 4.5, regardless of the period in which Area Developer may cure the breach or default; and 7. A provision that provides that upon Area Developer’s default under the lease or under the Franchise Agreement, Franchisor shall without the landlord’s further consent have a continuing right of entry into the premises, the right to operate a Golden Corral restaurant therein, the right but not the obligation to assume Area Developer’s interests under the existing terms, conditions and covenants of the lease, and should Franchisor assume Area Developer’s position under the lease, the right to assign the lease or sublet the premises to a third party which will operate on the premises a Golden Corral restaurant. D. Recognizing that time is of the essence, Area Developer whether Qilu agrees to satisfy the development schedule participate in and be responsible for the restaurant design described therein (“development schedule”costs of any such global Clinical Trials. This Section 4.1(f) set forth in Exhibit A, attached hereto. Failure by Area Developer shall also not be deemed to adhere limit or impose obligations on either Party with respect to the development schedule shall constitute a default under this Agreement as provided of the Licensed Product in Section VI.B. hereoftheir Applicable Territory.

Development Obligations. A. 3.1 Area Developer (or an entity controlled by Area Developer (hereafter “Affiliate”)) shall execute the then current form of a Franchise Agreement for each restaurant site Franchised Business in a territory approved by Franchisor in the Development Area as hereinafter providedprovided (the “Territory”). The Franchise Agreement for the first Franchised Business developed hereunder shall be in the form of the Franchise Agreement attached hereto as Exhibit C (the “First Franchise Agreement”). The Franchise Agreement for each restaurant additional Franchised Business developed hereunder shall be in the then current form of the Franchise Agreement and the amendment(s) thereto, if any, being offered generally by Franchisor for such restaurant design at the time each such Franchise Agreement is executed; provided, however, that if such restaurant utilizes a GC-11S design or GC-11M design, such Franchise Agreement shall be amended by the respective form of Addendum for GC-11S Restaurants or Addendum for GC-11M Restaurants being offered generally by Franchisor at such time, the current forms of which are attached as Exhibits B-1 and B-2 hereto. The current form of Franchise Agreement being offered by Franchisor as of the date hereof is the Franchise Agreement attached hereto as Exhibit C. The Franchise Agreement and amendment, if applicable, for each restaurant Franchised Business shall be executed by Area Developer and submitted to Franchisor within the later of fifteen (15) days of: (1) of its receipt of from Franchisor’s notice of Phase I site approval. If the Area Developer is in full compliance with this Agreement, as provided then, notwithstanding anything to the contrary in Section III.B hereof, or (2) receipt any of the applicable Franchise Agreement. B. Prior Agreements, the initial franchise fee to Area Developer’s acquisition be paid by lease or purchase of any site for a restaurant, Area Developer shall submit be Three Thousand Dollars ($3,000) for each Franchise Agreement executed by Area Developer or its Affiliates for each Franchised Business to Franchisor, be located in the form specified by Franchisor, a completed Site Evaluation Questionnaire, the description of the proposed site and such information or materials as Franchisor may reasonably require, together with a letter of intent or other evidence satisfactory to Franchisor which confirms Development Area Developer’s favorable prospects for obtaining the site. Franchisor shall have sixty (60) days after receipt of such Site Evaluation Questionnaire, the description of the proposed site and other information and materials to approve or disapprove, in its sole discretion, each proposed site for a restaurant. Area Developer must submit to the Franchisor the aforementioned Site Evaluation Questionnaire and other required information regarding the first site to be developed pursuant to this Agreement within ninety (90) days after the execution of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Area Developer must acquire by lease or purchase a location approved by Franchisor at the earlier of 180 days after the execution of this Agreement or six months before the scheduled opening date of the first restaurant as set forth in the attached Exhibit A, and thereafter must acquire a location approved by Franchisor not less than six months prior to the date each respective restaurant is required to be opened pursuant to the development schedule. C. If Area Developer will occupy the premises at which a restaurant is operated under a lease, Area Developer shall, prior to the execution thereof, submit such lease to Franchisor, for its written approval. Franchisor’s approval of the lease may be conditioned upon the inclusion in the lease of such provisions as Franchisor may reasonably require, including, without limitation: 1. A provision which restricts the use of the premises during the term of the Franchise Agreement solely this Agreement, less any credit that may be applied pursuant to Section 2.2 above. Franchisor’s duty to offer or grant franchises is subject to the operation of the business franchised under the requirement to maintain Franchise Agreement. 2Offering Circulars and franchise registrations as required by law. A provision which prohibits If Franchisor may not lawfully offer or sell a franchise at a time Area Developer from subleasing or assigning all or any part of its occupancy rights or extending the term of or renewing the lease, without Franchisor’s prior written consent. 3. A provision that the landlord consents desires to Area Developer’s use of such Proprietary Marks and signage as Franchisor may prescribe for the franchised business; 4. A provision giving Franchisor the right to enter the premises without assuming the lease to make modifications necessary to protect the Proprietary Marks and the System or cure any default under the Franchise Agreement; 5. A provision that the initial term of the lease, or the initial term together with any renewal terms (for which the rent shall be set forth in the lease), shall be for not less than fifteen (15) years; 6. A provision which requires the landlord concurrently to provide Franchisor with a copy of any written notice of breach or default under the lease sent to Area Developer; and which grants to Franchisor, in its sole discretion, the right (but not the obligation) to cure any breach or default under the lease, should Area Developer fail to do so, within fifteen (l5) days after the expiration of the period in which Area Developer may cure the breach or default; and 7. A provision that provides that upon Area Developer’s default under the lease or under execute the Franchise Agreement, Franchisor shall without the landlordFranchisee’s further consent have a continuing right of entry into the premises, the right to operate a Golden Corral restaurant therein, the right but not the obligation to assume and Area Developer’s interests under the existing termsduties hereunder shall be deferred until such documents are amended and, conditions and covenants of the leaseif applicable, approved for use, and should Franchisor assume delivered to Area Developer’s position under the lease, the right to assign the lease or sublet the premises to a third party which will operate on the premises a Golden Corral restaurant. D. 3.2 Recognizing that time is of the essence, Area Developer agrees to satisfy the development schedule for the restaurant design described therein (“development schedule”) set forth in Exhibit A, attached heretoDevelopment Schedule. Failure by Area Developer to adhere to the development schedule Development Schedule, shall constitute a default under this Agreement as provided in Section VI.B. 6.2 hereof.