Common use of Effect of Expiration or Termination Clause in Contracts

Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 (a) Upon termination of this Agreement for any reason, the license (and sublicense) granted to Tarsus under Section 2.1 shall terminate in full with respect to the country(ies) and Licensed Product(s) which are the subject of such termination. (b) Notwithstanding subsection (a) above, Tarsus, its Affiliates and/or any sublicensee thereof may elect to sell all finished Licensed Products and any Licensed Products in the process of manufacture at the time of such termination for a period not to exceed [***] months after such termination, provided that Tarsus shall pay or cause to be paid to Elanco all royalty payments in accordance with Section 6.3 with respect thereto. (c) Upon termination of this Agreement for any reason and following any request by the relevant sublicensee (provided that such sublicensee is then in compliance with the applicable terms of this Agreement in all material respects), any sublicense of the Licensed IP shall become a direct license between such sublicensee and Elanco (but shall not obligate Elanco beyond the terms of this Agreement) and such sublicensee shall assume all of Tarsus’s payment obligations to Elanco under this Agreement with respect to such sublicensee’s activities (and those of its Affiliates and sublicensees). (d) Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of either Party prior to such termination or expiration. Additionally, the following terms shall survive termination or expiration of this Agreement: Sections 2.2 (unless terminated by Tarsus pursuant to Section 11.2(a)), 6.6, 6.7, 9, 10, 11, and 13. Termination or expiration of this Agreement shall not affect or prejudice any right of either Party to receive payments due hereunder or for which the event giving rise to such payment obligation has occurred prior the effectiveness of such termination or expiration or preclude or hinder the terminating Party from also bringing, amending or pursuing an action against the other Party for damages and all other available legal and equitable remedies. (e) Upon termination of this Agreement by Elanco under Section 4.4 (a) or Section 11.2 (a) Tarsus shall as soon as reasonably practicable provide Elanco with copies of all documented technical and other information Controlled by Tarsus that is both: (i) specific to preclinical documentation and technical information with respect to a Licensed Product; and (ii) which are necessary for the Agreementdevelopment, both Parties shall promptly return any manufacture and all Confidential Information commercialization of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expenseLicensed Product. Notwithstanding the foregoing, each Party Tarsus shall not be required have no obligation to provide any Regulatory Materials or clinical information or data and Elanco shall have no right to (and shall not) reference any Regulatory Materials of Tarsus after such termination. (f) Upon termination of this Agreement by Elanco under Section 4.4(a) or Section 11.2(a) or Section 11.2(d), Tarsus shall promptly return or destroy all Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 Upon Termination is not the sole remedy under this Agreement and termination of this Agreement for any reason or the expiration of this Agreement shall not affect obligations or rights of any party incurred or accrued prior to such termination or expiration. The termination of this Agreement shall not affect the right of any party to recover damages from any breach of this Agreement. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 18.3.1 In the event of the expiration of this Agreement pursuant to Section 18.1.1(a), or in the event of a valid termination of this Agreement by either GRELAN or BIONUMERIK pursuant to Section 18.2.1 (c) or by KI PHARMA pursuant to Section 18.2.1(a), the obligations and rights of the parties under this Agreement shall terminate, except that the confidentiality obligations under Section 13 shall survive and continue, the ownership and the rights granted under Section 6.2.2 with respect to the Data and Results resulting or obtained prior to such expiration or termination shall survive and continue, the perpetual rights granted under Section 11 with respect to the Improvements and KI PHARMA's new intellectual property resulting or obtained prior to the expiration or termination shall survive and continue, and the rights and obligations under Section 17 and Section 22.12 shall survive and continue. 18.3.2 In the event of a valid termination of this Agreement by GRELAN pursuant to Section 18.2.1(a), Section 18.2.1(b), or Section 18.2.1(e), then notwithstanding any provisions contrary to this Section 18.3.2, (i) all licenses granted hereunder (whether contingent or perpetual) to the AgreementVenture Products GR, both Parties and to the Grelan Improvements, Grelan Patent Rights, and Know-How provided by GRELAN shall promptly return any terminate, (ii) all licenses granted hereunder (whether contingent or perpetual) to the Venture Products BN, and all Confidential Information of to the other PartyBioNumerik Improvements, including copies BioNumerik Patent Rights, and reproductions of such Confidential InformationKnow-How provided by BIONUMERIK shall survive and continue without being affected, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, except that any such Confidential Information so retained licenses which are stated to be exclusive shall remain subject to the confidentiality and become non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any exclusive after such termination or expiration, all Sections and the amounts of this Terms Upfront Payment and Conditions which Royalties payable by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights KI PHARMA for such products shall be reasonably adjusted as may be agreed to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)by the parties hereto in good faith, and Section 11 (General Provisions). Notwithstanding the foregoingiii) all rights, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, title and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained interest in the Merchant Payment AccountVenture Products GR shall revert to GRELAN. Subject to For the Payment Processing Termsavoidance of doubt, ▇▇▇▇▇▇▇▇ acknowledges GRELAN and agrees that Givex has no obligation to BIONUMERIK shall retain Merchant Data and that Givex will have the right to irretrievably delete use the Data and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid Results as provided in fullSection 6.2.2.

Effect of Expiration or Termination. 2.4.1 Upon the any expiration or termination of this Agreement or an Order, as applicable, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents and authorizations granted by either Party to the other hereunder will immediately terminate; (b) subject to Section 7.6 of this Agreement and the Data Protection Agreement, both Parties iManage shall (i) destroy all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s Confidential Information and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all systems iManage directly or indirectly controls; (c) Customer shall cease all use of any Services, iManage Software, and Documentation, and (i) promptly return to iManage or, at iManage’s written request, destroy all documents and tangible materials containing, reflecting, incorporating or based on any and all Confidential Information of the other Party, including copies and reproductions of such Documentation or iManage Confidential Information, at and (ii) permanently erase all iManage Software, Documentation and iManage Confidential Information from all systems Customer directly or indirectly controls; (d) notwithstanding anything to the returning contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s sole expense. Notwithstanding Confidential Information, in its then current state and solely to the foregoing, each Party shall not be extent and for so long as required to return by applicable Law; (ii) iManage also may retain Customer Data in its backups and disaster recovery systems until such Customer Data is deleted or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures otherwise remediated in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall and (iii) all information and materials described in this Section 7.5(d) will remain subject to all confidentiality, security and other applicable requirements of this Agreement, including the confidentiality provisions of the Data Protection Agreement to the extent that such information and non-use obligations contained materials contain any Customer Personal Data; (e) if Customer terminates this Agreement pursuant to Section 7.4(a) or paragraph (4) of Exhibit A, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and iManage will: (i) refund to Customer all Fees paid in advance for Services that iManage has not performed as of the effective date of termination and (ii) pay to Customer any unpaid Service Credit to which Customer is entitled; (f) if iManage terminates this Terms and Conditions. 2.4.2 Upon any termination or Agreement pursuant to Section 7.4(a), all Fees that would have become payable had this Agreement remained in effect until expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access applicable Order Term will become immediately due and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)payable, and Section 11 Customer shall pay such Fees, together with previously-accrued but not yet paid Fees, on receipt of iManage’s invoice therefor; and (General Provisionsg) iManage will exercise commercially reasonable efforts to effect an orderly and efficient transition of Customer Data stored in the Cloud Services to a successor platform or provider (“Transition Assistance”). Notwithstanding The Parties shall cooperate in good faith in order to mutually agree in writing as to the foregoingTransition Assistance to be provided at the time. All services provided by iManage related to the Transition Assistance that are incremental to the standard services provided by iManage hereunder shall be paid for on a time and materials basis by Customer, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay then-current Professional Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullrates.

Effect of Expiration or Termination. 2.4.1 Upon the any expiration or termination of this Agreement or an Order, as applicable, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either Party to the Agreementother hereunder will immediately terminate; (b) Customer shall cease all use of any Services, both Parties shall iManage Software, and Documentation, and (i) promptly return to iManage or, at iManage’s written request, destroy all documents and tangible materials containing, reflecting, incorporating, or based on any and all Confidential Information of the other Party, including copies and reproductions of such Documentation or iManage Confidential Information, at and (ii) permanently erase all iManage Software, Documentation and iManage Confidential Information from all systems Customer directly or indirectly controls; (c) notwithstanding anything to the returning contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s sole expense. Notwithstanding Confidential Information, in its then current state and solely to the foregoing, each extent and for so long as required by applicable Law; (ii) the Receiving Party shall not be required to return or destroy also may retain the Disclosing Party’s Confidential Information of the other Party that in its backups and disaster recovery systems until such Confidential Information is contained in an archived computer backup system stored as a result of automated backup procedures deleted or otherwise remediated in the ordinary course of the receiving Party’s businessbusiness (not to exceed 180 days); provided, however, that any such Confidential Information so retained shall and (iii) all information and materials described in this Section 7.5(c) will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (d) if Customer properly terminates this Agreement or an Order, Customer will be relieved of any obligation to pay any applicable Fees attributable to the confidentiality period after the effective date of such termination and non-use obligations contained iManage will: (i) refund to Customer all Fees paid in advance for Services that iManage has not performed as of the effective date of termination and (ii) pay to Customer any unpaid Service Credit (as defined in Exhibit A) to which Customer is entitled (for the avoidance of doubt, the termination of an Order shall not affect the Customer’s obligation to pay Fees in respect of any other Orders which continue in existence); and (e) if iManage properly terminates this Terms and Conditions. 2.4.2 Upon any termination Agreement or an Order, all Fees that would have become payable had this Agreement remained in effect until expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access applicable Order Term will become immediately due and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)payable, and Section 11 (General Provisions). Notwithstanding the foregoingCustomer shall pay such Fees, at Merchant's request if received within thirty (30) days together with previously accrued but not yet paid Fees, on receipt of termination of the Agreement for any reason other than termination by Givex for MerchantiManage’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullinvoice therefor.

Effect of Expiration or Termination. 2.4.1 Upon Termination is not the sole remedy under this Agreement and termination of this Agreement for any reason or the expiration of this Agreement shall not affect obligations or rights of any party incurred or accrued prior to such termination or expiration. The termination of this Agreement shall not affect the right of any party to recover damages from any breach of this Agreement. 18.3.1 In the event of the expiration of this Agreement pursuant to Section 18.1.1(a), or in the event of a valid termination of this Agreement by either GRELAN or BIONUMERIK pursuant to Section 18.2.1 (c) or by KI PHARMA pursuant to Section 18.2.1(a), the obligations and rights of the parties under this Agreement shall terminate, except that the confidentiality obligations under Section 13 shall survive and continue, the ownership and the rights granted under Section 6.2.2 with respect to the Data and Results resulting or obtained prior to such expiration or termination shall survive and continue, the perpetual rights granted under Section 11 with respect to the Improvements and KI PHARMA's new intellectual property resulting or obtained prior to the expiration or termination shall survive and continue, and the rights and obligations under Section 17 and Section 22.12 shall survive and continue. 18.3.2 In the event of a valid termination of this Agreement by GRELAN pursuant to Section 18.2.1(a), Section 18.2.1(b), or Section 18.2.1(e), then notwithstanding any provisions contrary to this Section 18.3.2, (i) all licenses granted hereunder (whether contingent or perpetual) to the AgreementVenture Products GR, both Parties and to the Grelan Improvements, Grelan Patent Rights, and Know-How provided by GRELAN shall promptly return any terminate, (ii) all licenses granted hereunder (whether contingent or perpetual) to the Venture Products BN, and all Confidential Information of to the other PartyBioNumerik Improvements, including copies BioNumerik Patent Rights, and reproductions of such Confidential InformationKnow-How provided by BIONUMERIK shall survive and continue without being affected, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, except that any such Confidential Information so retained licenses which are stated to be exclusive shall remain subject to the confidentiality and become non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any exclusive after such termination or expiration, all Sections and the amounts of this Terms Upfront Payment and Conditions which Royalties payable by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights KI PHARMA for such products shall be reasonably adjusted as may be agreed to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)by the parties hereto in good faith, and Section 11 (General Provisions). Notwithstanding the foregoingiii) all rights, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, title and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained interest in the Merchant Payment AccountVenture Products GR shall revert to GRELAN. Subject to For the Payment Processing Termsavoidance of doubt, ▇▇▇▇▇▇▇▇ acknowledges GRELAN and agrees that Givex has no obligation to BIONUMERIK shall retain Merchant Data and that Givex will have the right to irretrievably delete use the Data and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid Results as provided in fullSection 6.2.2.

Effect of Expiration or Termination. 2.4.1 Upon A. In the event of expiration or termination of the this Agreement, both Parties DSP shall promptly return destroy or deliver to National all materials comprising, incorporating or using any and all Confidential Information of the other PartyLicensed Technology, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information National Intellectual Property Rights except that DSP may retain one copy of the Licensed Technology solely in order to perform its obligations to provide support and maintenance to DSP Sublicensees and National Sublicensees. ------------------- [*] Omitted pursuant to a confidential treatment request. The material has been filed separately with the Securities and Exchange Commission. DSP shall provide National with a written statement certifying that DSP has complied with the foregoing obligations. B. Except as provided below, all rights and licenses granted by one Party to the other shall terminate upon such expiration or termination, except that (i) if DSP terminates this Agreement pursuant to Section 21.2, any licenses to the Licensed Technology and Test Boards granted to DSP itself shall survive termination; (ii) any licenses granted by a Party that is contained in an archived computer backup system stored to a third party pursuant to Sections 6.0 and 7.0 prior to the effective date or expiration or termination shall survive and continue; and (iii) any licenses granted by DSP to DSP Sublicensees prior to the effective date of expiration or termination and National's rights as a result of automated backup procedures in the ordinary course of the receiving Party’s business; third party beneficiary thereof shall survive and continue provided, however, that any such Confidential Information so retained DSP shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s have no further right to access and use license the GivexPay Services will terminate. Upon any such Licensed Technology upon termination or expiration. The Parties' rights and obligations under Sections 2.3, all 4.2 (for the quarter immediately following termination or expiration), 5.1, 5.2 -5.5 if applicable, 8.0, 10.0 and 17.0 through 22.0 shall survive any expiration or termination. In addition, with respect to Sections 6.0, 7.0, 13.0, 14.0 and 15.0, i) the rights of the Party terminating this Agreement shall survive and its corresponding obligations under said Sections shall terminate; ii) the rights of the non-terminating Party under said Sections shall terminate and its corresponding obligations under said Sections shall survive; and iii) the rights and obligations of both Parties under such Sections shall survive upon natural expiration of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 (a) Upon termination of this Agreement for any reason, the license (and sublicense) granted to Tarsus under Section 2.1 shall terminate in full with respect to the country(ies) and Licensed Product(s) which are the subject of such termination. (b) Notwithstanding subsection (a) above, Tarsus, its Affiliates and/or any sublicensee thereof may elect to sell all finished Licensed Products and any Licensed Products in the process of manufacture at the time of such termination for a period not to exceed [***] months after such termination, provided that Tarsus shall pay or cause to be paid to Elanco all royalty payments in accordance with Section 6.3 with respect thereto. (c) Upon termination of this Agreement for any reason and following any request by the relevant sublicensee (provided that such sublicensee is then in compliance with the applicable terms of this Agreement in all material respects), any sublicense of the Licensed IP shall become a direct license between such sublicensee and Elanco (but shall not obligate Elanco beyond the terms of this Agreement) and such sublicensee shall assume all of Tarsus’s payment obligations to Elanco under this Agreement with respect to such sublicensee’s activities (and those of its Affiliates and sublicensees). (d) Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of either Party prior to such termination or expiration. Additionally, the following terms shall survive termination or expiration of this Agreement: Sections 2.2 (unless terminated by Tarsus pursuant to Section 11.2(a)), 6.6, 6.7, 9, 10, 11, and 13. Termination or expiration of this Agreement shall not affect or prejudice any right of either Party to receive payments due hereunder or for which the event giving rise to such payment obligation has occurred prior the effectiveness of such termination or expiration or preclude or hinder the terminating Party from also bringing, amending or pursuing an action against the other Party for damages and all other available legal and equitable remedies. (e) Upon termination of this Agreement by Elanco under Section 4.4 (a) or Section 11.2 (a) Tarsus shall as soon as reasonably practicable provide Elanco with copies of all documented technical and other information Controlled by Tarsus that is both: (i) specific to preclinical documentation and technical information with respect to a Licensed Product; and (ii) which are necessary for the Agreementdevelopment, both Parties shall promptly return any manufacture and all Confidential Information commercialization of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expenseLicensed Product. Notwithstanding the foregoing, each Party Tarsus shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has have no obligation to retain Merchant Data provide any Regulatory Materials or clinical information or data and that Givex will Elanco shall have the no right to irretrievably delete (and destroy Merchant Data shall not) reference any Regulatory Materials of Tarsus after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullsuch termination.

Effect of Expiration or Termination. 2.4.1 Upon the (a) No expiration or termination of this Agreement pursuant to this Article 11 shall relieve either Party of obligations accrued to such date of expiration or termination or of obligations which continue by the terms hereof beyond such expiration or termination, including, but not limited to, any payment obligations hereunder. Articles 1, 9, 10 and 13 and Sections 2.4, 5.3, 6.2, 8.1, 8.2 and this Section 11.6 shall survive the termination or expiration of this Agreement (b) In the event that this Agreement expires or is terminated pursuant to Section 11.2(b), 11.3 or 11.4 the licenses granted hereunder to Fidopharm shall become irrevocable, royalty-free, non-exclusive licenses, with the right to grant sublicenses, to market, promote and sell Products in the Field in the Territory. (c) Within thirty (30) days following the termination of this Agreement, both Parties each Party shall promptly destroy, delete (as to Confidential Information stored in electronic format) or return any and to the other Party all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of provide the other Party that is contained in an archived computer backup system stored as a result written certification of automated backup procedures in such destruction or return. (d) After termination of this Agreement, Fidopharm shall cease using or selling Products pursuant to the ordinary course of license grant herein (for clarity, the receiving Partypreceding shall not limit Fidopharm’s businessrights pursuant to the licenses granted under Section 11.6(b)); provided, however, that any Fidopharm may continue to sell in the ordinary course of business for a period of twelve (12) months reasonable quantities of Products which are manufactured and in Fidopharm’s normal inventory at the date of termination; provided that such Confidential Information so retained shall remain subject to the confidentiality and nonProduct had been ordered in-use obligations contained in this Terms and Conditionsline with Fidopharm’s forecast. 2.4.2 Upon any termination or expiration of (e) In the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days event of termination of this Agreement by Fidopharm pursuant to Section 11.2(a), Fidopharm shall (i) transfer to Omnipharm all rights, title and interests in and to the Agreement for any reason Product Registration and (ii) take such other than termination steps requested by Givex for MerchantOmnipharm, all of the foregoing at Omnipharm’s default or breach or under Section 2.2.1sole cost and expense, to effect the extent Merchant is otherwise unable transfer. Fidopharm will provide all reasonable support, at Omnipharm’s reasonable cost, to access facilitate the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve transfer of such Product Registrations in a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fulltimely manner.

Effect of Expiration or Termination. 2.4.1 Upon Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (a) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination, and the provisions of Sections 5.2, 6, 7.2, 7.4, 8, 9.1.1, 10, 11 and 13 shall survive the expiration or termination of this Agreement for any reason. (b) In the Agreementevent that Licensee terminates this Agreement under Section 10.3 for breach by Licensor, both Parties then (i) all licenses and rights granted by Licensee to Licensor pursuant to Section 7.4(d) shall promptly revert to Licensee, (ii) Section 3.5 shall survive for the benefit of Licensee; (iii) each party shall return any and to the other all Confidential Information of such other party, provided, however, that the parties may each retain a copy of such other party's Confidential Information in segregated files solely for archival purposes, (iv) for a period of six (6) months thereafter, Licensee (and its Affiliates and Sublicensees) shall continue to be entitled to finish production of any Products which were in process at the time of termination, and Licensee (and its Affiliates and Sublicensees) shall be entitled to sell all Products which were in inventory or in process at the time of termination, so long as Licensee (and its Affiliates and Sublicensees) continues to make the reports and pay the scheduled royalties for said sales as set forth in this Agreement, and (v) except as specified in Section 10.4(a) and in this Section 10.4(b) or with respect to any provision hereof that by its terms survives termination and any payment obligation that has accrued prior to the date of termination, all rights and obligations of the parties under this Agreement shall terminate. (c) In the event that Licensor terminates this Agreement under Section 10.3 for breach by Licensee or Licensee elects to terminate this Agreement in its entirety under Section 10.2, then (i) Section 7.4(d) shall survive and Licensor's licenses and rights pursuant thereto shall apply on a worldwide basis and be fully-paid up, perpetual and irrevocable, (ii) Section 3.5 shall survive for the benefit of Licensor, and Licensee shall transfer to Licensor all Registrations and Product-related INDs, PMAs, NDAs, establishment license applications (ELAs) and drug master files (DMFs), OTC monographs or any other similar filings Controlled by Licensee (including any foreign equivalents and further including any related correspondence and discussions), and all data contained therein, as may be required by Regulatory Authorities for the development, manufacture or commercialization of a Product (or if ownership thereof cannot be transferred in a country, Licensee shall grant, and hereby grants, to Licensor an exclusive right of access and reference thereto in such country in order to enable Licensor to become a sponsor and/or party of record thereof); (iii) each party shall return to the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy all Confidential Information of such other party (except to the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course extent of the receiving Party’s businessKnow-How licensed to Licensor under Section 7.4(d) and the Registrations and related materials and rights identified above in this sentence); provided, however, that any the parties may each retain a copy of such other party's Confidential Information so retained shall remain subject in segregated files solely for archival purposes; and (iv) except as specified in Section 10.4(a) and in this Section 10.4(c) or with respect to any provision hereof that by its terms survives termination and any payment obligation that has accrued prior to the confidentiality date of termination, all rights and non-use obligations contained in of the parties under this Terms and ConditionsAgreement shall terminate. 2.4.2 Upon any termination (d) If this Agreement is terminated due to the rejection of this Agreement by or expiration on behalf of Licensee due to Licensee's bankruptcy or insolvency, all assignments of rights, all licenses, and all rights to licenses granted under or pursuant to this Agreement by Licensee to Licensor are and shall otherwise be deemed to be licenses of rights to Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. "intellectual property". The parties agree that Licensor, as a licensee of such rights under this Agreement, ▇▇▇▇▇▇▇▇'s right to access shall retain and use the GivexPay Services will terminatemay fully exercise all of its rights and elections under any applicable insolvency statute. Upon any such termination or expiration, all Sections The provisions of this Terms and Conditions which by their nature should survive termination or expiration will survive, including Section 10.4(d) shall be (i) without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights prejudice to any payments of Fees rights Licensor may have arising under United States Bankruptcy Code or other applicable law and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30ii) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services effective only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected permitted by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullapplicable law.

Effect of Expiration or Termination. 2.4.1 Upon the any expiration or termination of this Agreement or an Order, as applicable, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either Party to the Agreementother hereunder will immediately terminate; (b) Customer shall cease all use of any Services, both Parties shall iManage Software, and Documentation, and (i) promptly return to iManage or, at iManage’s written request, destroy all documents and tangible materials containing, reflecting, incorporating, or based on any and all Confidential Information of the other Party, including copies and reproductions of such Documentation or iManage Confidential Information, at and (ii) permanently erase all iManage Software, Documentation and iManage Confidential Information from all systems Customer directly or indirectly controls; (c) notwithstanding anything to the returning contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s sole expense. Notwithstanding Confidential Information, in its then current state and solely to the foregoing, each Party shall not be extent and for so long as required to return by applicable Law; (ii) iManage‌ also may retain Customer Data in its backups and disaster recovery systems until such Customer Data is deleted or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures otherwise remediated in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall and (iii) all information and materials described in this Section 7.5(c) will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (d) if Customer properly terminates this Agreement or an Order, Customer will be relieved of any obligation to pay any applicable Fees attributable to the confidentiality period after the effective date of such termination and non-use obligations contained iManage will: (i) refund to Customer all Fees paid in advance for Services that iManage has not performed as of the effective date of termination and (ii) pay to Customer any unpaid Service Credit (as defined in Exhibit A) to which Customer is entitled (for the avoidance of doubt, the termination of an Order shall not affect the Customer’s obligation to pay Fees in respect of any other Orders which continue in existence); and (e) if iManage properly terminates this Terms and Conditions. 2.4.2 Upon any termination Agreement or an Order, all Fees that would have become payable had this Agreement remained in effect until expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access applicable Order Term will become immediately due and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)payable, and Section 11 (General Provisions). Notwithstanding the foregoingCustomer shall pay such Fees, at Merchant's request if received within thirty (30) days together with previously accrued but not yet paid Fees, on receipt of termination of the Agreement for any reason other than termination by Givex for MerchantiManage’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullinvoice therefor.

Effect of Expiration or Termination. 2.4.1 (1) Upon the expiration or earlier termination of the this Agreement, both all licenses granted to Licensee under this Agreement shall terminate. The following provisions shall survive any expiration or termination of this Agreement: Section (2)(a)(ii), Section 2(c), Section 2(d), Section 2(e), Section 6, Section 7, Section 8, Section 9(b), Section 10(a)(iv), Section 10(a)(v) and Section 11. In addition, Section 9(b) shall survive in accordance with the provisions of Section 9(b)(ii). (2) Expiration or termination of this Agreement shall not relieve the Parties shall promptly return of any and all Confidential Information of liability that accrued hereunder prior to the other Party, including copies and reproductions effective date of such Confidential Information, expiration or termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at the returning law or in equity with respect to any breach of this Agreement nor prejudice either Party’s sole expenseright to obtain performance of any obligation. Notwithstanding the foregoingUpon expiration or termination of this Agreement for any reason, each Party shall not be required immediately return to return or destroy Confidential Information of the other Party that is contained or delete or destroy all relevant records and materials in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving such Party’s business; provided, however, that possession or control containing any such Confidential Information so retained shall remain disclosed by the other Party; provided that such Party may keep one copy of such materials for archival purposes only subject to the continuing confidentiality and non-use obligations contained in this Terms and Conditionsobligations. 2.4.2 Upon any (3) In the event of a termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which Agreement under Section 2(g) or a termination by their nature should survive termination or expiration will survive, including without limitation: Licensor pursuant to Section 1 (Definitions10(a)(i), or termination by Licensor under Section 5.12 10(a)(ii) due to the institution of proceedings of insolvency, receivership, or bankruptcy against the Licensee, Licensee shall upon the request of Licensor, (Usage Restrictions)i) assign and transfer to Licensor or its designee all of Licensee’s rights, Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)title, and Section 11 interests in and to all clinical study agreements, manufacturing and supply agreements, and distribution agreements (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant assignable and not cancelled), confidentiality and other agreements, data and other know-how (including commercial information) in Licensee’s control, in each case, relating to the Licensed Products and that are necessary or useful for the research, development or commercialization of the Licensed Products, (ii) disclose to Licensor or its designee all documents, records, and materials related to the Licensed Products that are controlled by Licensee or that Licensee is otherwise unable able to access obtain using reasonable efforts, and that embody the foregoing; (iii) assign and transfer to Licensor or its designee all of Licensee’s rights, title, and interests in and to any promotional materials, training materials, medical education materials, packaging and labeling, and all other literature or other information itselfrelated solely to the Licensed Products and copyrights and any registrations for the foregoing; and (iv) pay all non-cancellable commitments of the Licensor under this Agreement, Givex will permit Merchant to access the GivexPay Services only and all unpaid Invoices to the extent necessary for Merchant to retrieve a copy the total of Merchant Datasuch non-cancellable commitments and unpaid Invoices exceed the amount of the then current security deposit. Under this Section (10)(a)(iv)(3), Customer Datathe security deposit is non-refundable. To the extent that any agreement or other asset described in this Section 10 is not assignable by Licensee, then such agreement or other asset will not be assigned, and any upon the request of Licensor, Licensee will use commercially reasonable efforts to allow Licensor to obtain and to enjoy the benefits of such agreement or other dataasset, materialswithout additional payment therefor, in the form of a license or other right to the extent Licensee has the right and ability to do so. In the event of a termination of this Agreement by the Licensee or termination of this Agreement due to material breach by the Licensee, Licensee shall deliver to Licensor all data and information (including registration dossiers) obtained for or in pursuing regulatory approvals, and information collected by all regulatory approvals (to Licensor or its designee in the Merchant Territory as part permitted under the applicable law) for Licensed Products in the Territory received as of such termination date. In addition, Licensee will provide such consultation or other assistance as Licensor may reasonably request in furtherance of the GivexPay Services transfer of rights and contained in the Merchant Payment Account. Subject materials to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation it pursuant to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullSection 10.

Effect of Expiration or Termination. 2.4.1 Upon In the event of expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than reason, the parties shall have the following rights and obligations: (i) termination by Givex of this Agreement shall not release either party from the obligation to make payment of all amounts then due and payable or accrued (which are not the subject of a good faith dispute); (ii) Cambridge shall continue to supply SJM’s requirements for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only Products to the extent necessary for Merchant SJM to retrieve a copy perform its obligations under any Product orders existing on the date of Merchant Datatermination that SJM is unable to terminate or assign to Cambridge; (iii) SJM shall deliver to Cambridge or destroy, Customer Dataupon request, all Product materials supplied by Cambridge and all Product training or sales and marketing materials of any kind to the extent related to the Products regardless of whether such materials were developed by SJM or Cambridge, except for such materials as are required by SJM in connection with any sales to fulfill outstanding tenders and orders; (iv) the license to use Trademarks set forth in Section 5(a) shall terminate (except to the extent needed to fulfill Product tenders and orders existing on the date of termination under this Section 11(e)); and (v) the obligations of Cambridge and SJM pursuant to Sections 5(b) (Intellectual Property Licenses), 8 (Representations and Warranties), 9 (Product Warranty and Insurance), 10 (Inspection and Dispute Resolution), 11 (Term and Termination), 13 (Indemnification), 14 (Confidential Information and Publicity), and 15 (General Provisions) of this Agreement will survive any expiration or termination of this Agreement. Nothing herein will limit any remedies which a party may have for the other dataparty’s default, materialsexcept as expressly provided herein. Neither party shall be liable to the other for any damage in connection with that party’s termination of this Agreement by written notice in accordance with Section 11(d). SJM shall not be liable to Cambridge for any damages in connection with any failure by SJM to achieve the minimum sales targets for any measurement period as set forth in Section 11(d)(iv), and information collected termination of this Agreement pursuant to Section 11(d)(iv) shall be Cambridge’s sole and exclusive remedy for any failure by SJM to achieve the Merchant as part of minimum sales targets for any period. Cambridge acknowledges that Canada and Mexico are not material markets for the GivexPay Services Products, and contained accordingly, Cambridge may not seek to terminate this Agreement based on any claim based on, or related to, SJM’s failure to market, or delay in marketing, the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination Products in Canada or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullMexico.

Effect of Expiration or Termination. 2.4.1 16.1 Upon the expiration of this Agreement in the Territory, Licensee shall thereafter have an irrevocable, fully paid-up, non-exclusive license under the Licensed Patents and Licensor Know-How to Develop and Commercialize the Licensed Product in the Territory and, in order thereto, to use and exploit the Licensed Patents and Licensor Know-How. 16.2 The License and Licensor’s Trademark (if used under Section 10.2) granted under this Agreement shall become irrevocable, fully paid-up, non-exclusive license and Licensee may continue to Commercialize the Licensed Product under the Regulatory Approval, if: (a) this Agreement expires pursuant to Section 15.1; (b) this Agreement is terminated by Licensee due to material breach of Licensor pursuant to Section 15.2; or (c) this Agreement is terminated by Licensee pursuant to Section 15.4. 16.3 The Regulatory Approval of Licensed Product shall be transferred to Licensor at no cost to Licensor, if: (a) this Agreement is terminated by Licensor due to material breach of Licensee pursuant to Section 15.2; or (b) this Agreement is terminated by Licensor pursuant to Section 15.4. 16.4 Upon the expiration or termination of this Agreement in its entirety, except in the Agreementcase of Sections 16.1 and 16.2, both Parties each Party shall promptly without undue delay return any and all Confidential Information of to the other Party, delete or destroy all Confidential Information including all copies and reproductions of such Confidential Informationthereof, at the returning Party’s sole expense. Notwithstanding the foregoing, except that each Party (a) may retain one complete copy of the same for the purpose of determining its obligations hereunder and (b) shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures erase electronic files created in the ordinary course of the receiving business during automatic system back-up procedures pursuant to its electronic record retention and destruction practices that apply to its own general electronic files and information. 16.5 Any expiration or termination of this Agreement shall not relieve either Party’s business; providedobligations set forth in Sections 13.2, however, that any such Confidential Information so retained shall remain subject to the confidentiality 21.7 and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)21.8, and Section 11 (General Provisions). Notwithstanding the foregoingArticles 12, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data16, and any other data, materials18 hereof, and information collected by the Merchant as part of confidential obligations in Article 14 shall survive for the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullperiod ascribed therein.

Effect of Expiration or Termination. 2.4.1 (a) Upon termination pursuant to Section 10.3, if there are then outstanding any valid, written sublicense agreements under which Lyell has granted a sublicense to a Third Party and the sublicensee thereunder is in good standing pursuant to the sublicense agreement, then the sublicensee shall have the right to notify Stanford within [*] of notice of termination of this Agreement that it wishes to enter into a direct license with Stanford in order to retain its rights to the Licensed IP Rights granted to it under its sublicense agreement. Following receipt of such notice, Stanford and the sublicensee shall enter into a license agreement the terms of which would be substantially similar to the terms of this Agreement; however, the scope of the direct license, the licensed territory, and the duration of the license grant would be limited to the corresponding terms granted by Lyell to the sublicensee, i.e., the sublicensee shall be granted at least the same scope of rights as it obtained from Lyell under its sublicense agreement, which scope shall not exceed the scope set forth in this Agreement. The financial terms of the direct license agreement, including without limitation the running royalty rate and milestone payments, would be identical to the corresponding financial terms set forth in this Agreement, provided that Stanford would consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with the Agreement. (b) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination, including the obligation for Lyell to pay royalties accrued or accruable, any claim of Lyell or Stanford, accrued or to accrue, because of any breach or default by the other party, and the provisions of Sections 2, 5.7.2, 7.3, 8, 9, 10, 11 and 15 and any other provision that by its nature is intended to survive, shall survive the expiration or termination of the this Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 Upon the any expiration or termination of the Agreement or an Order, as applicable, except as expressly otherwise provided in the Agreement: (a) all rights, licenses, consents and authorizations granted by either Party to the other hereunder will immediately terminate; (b) subject to Section 9.7 of this Agreement and the Data Protection Agreement, both Parties StoreFrame shall (i) destroy all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer’s Confidential Information and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all systems StoreFrame directly or indirectly controls; (c) Customer shall cease all use of any Services, StoreFrame Platform, StoreFrame Software, and Documentation, and (i) promptly return to StoreFrame or, at StoreFrame’s written request, destroy all documents and tangible materials containing, reflecting, incorporating or based on any and all Confidential Information of the other Party, including copies and reproductions of such Documentation or StoreFrame Confidential Information, at and (ii) permanently erase all StoreFrame Software, Documentation and StoreFrame Confidential Information from all systems Customer directly or indirectly controls; (d) notwithstanding anything to the returning contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s sole expense. Notwithstanding Confidential Information, in its then current state and solely to the foregoing, each Party shall not be extent and for so long as required to return by applicable Law; (ii) StoreFrame also may retain Customer Data in its backups and disaster recovery systems until such Customer Data is deleted or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures otherwise remediated in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall and (iii) all information and materials described in this Section 9.6(d) will remain subject to all confidentiality, security and other applicable requirements of this Agreement, including the confidentiality provisions of the Data Protection Agreement to the extent that such information and non-use obligations contained materials contain any Customer Personal Data; (e) if Customer terminates this Agreement pursuant to Section 9.5(a), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and StoreFrame will: (i) refund to Customer all Fees paid in advance for Services that StoreFrame has not performed as of the effective date of termination, unless the Customer has been a paid user for more than 14 days. In that case no refund will take place; (f) if StoreFrame terminates this Terms and Conditions. 2.4.2 Upon any termination or Agreement pursuant to Section 9.5(a), all Fees that would have become payable had this Agreement remained in effect until expiration of the Agreementapplicable Order Term will become immediately due and payable, ▇▇▇▇▇▇▇▇'s right and Customer shall pay such Fees, together with previously-accrued but not yet paid Fees, on receipt of StoreFrame’s invoice therefor; and (g) If StoreFrame exercises commercially reasonable efforts to access effect an orderly and use efficient transition of Customer Data stored on the GivexPay Services will terminate. Upon any such termination StoreFrame Platform to a successor platform or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 provider (Definitions“Transition Assistance”), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights the Parties shall cooperate in good faith in order to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, mutually agree in writing as to the extent Merchant is otherwise unable Transition Assistance to access be provided at the information itself, Givex will permit Merchant to access the GivexPay Services only time. All services provided by StoreFrame related to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject Transition Assistance that are incremental to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges standard services provided by StoreFrame hereunder shall be paid for on a time and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fullmaterials basis by Customer.

Effect of Expiration or Termination. 2.4.1 Upon the Neither expiration nor termination of this Supply Agreement shall relieve either party of any obligation or liability accruing prior to such expiration or termination, nor shall expiration or any termination of this Supply Agreement preclude either party from pursuing all rights and remedies it may have under this Supply Agreement, at law or in equity, with respect to breach of this Supply Agreement. Sections 2.3, 3.5, 3.10, 3.22 (second paragraph only), 4.4, 4.12, 4.14, 8.4, 15.1, 15.2, 15.3, 15.4, 15.5, 15.6, 15.8, 15.9, 15.10, 15.11 and 15.13 and Articles 1, 9, 10 (second and third paragraphs only), 12, 13 and 14 of this Supply Agreement shall survive any expiration or termination of this Supply Agreement. In addition: (a) Sections 5.1, 5.2 and 5.3 shall survive expiration or termination of this Supply Agreement solely with respect to Product delivered pursuant to Purchase Orders issued and accepted during the Agreement, both Parties shall promptly return Term; (b) any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Manufacturing Know-How granted pursuant to Section 1 (Definitions3.6(b), Section 5.12 (Usage Restrictions3.6(c), Section 6 (Privacy and Security3.21 or Section 7.1 prior to expiration or termination shall survive expiration or termination of this Supply Agreement in accordance with its terms, except in the case of termination of this Supply Agreement by UBI pursuant to Section 8.3(b), in which event any right to use Manufacturing Know-How granted pursuant to Section 3.6(b), Section 7 (Confidential Information3.6(c), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights 3.21 or Section 7.1 prior to expiration or termination shall terminate and be of no further force or effect. If any payments of Fees and charges, right to use Manufacturing Know-How granted pursuant to Section 9.3 (No Additional Representations or Warranties3.6(b), Section 10 (Indemnity; Limitation of Liability3.6(c), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of 3.21 or Section 7.1 prior to expiration or termination survives expiration or termination of this Supply Agreement in accordance with the Agreement preceding sentence, then the last sentence of Section 3.13 shall also survive such expiration or termination in accordance with its terms; and * Confidential portion has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (c) any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30use Manufacturing Know-How granted pursuant to Section 8.3(a), Section 8.3(b) days following the or Section 8.3(c) shall survive expiration or termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid Supply Agreement in fullaccordance with its terms.

Effect of Expiration or Termination. 2.4.1 Upon 10.6.1 In the event Licensor terminates this Agreement pursuant to Sections 10.3 or 10.4, (a) the licenses granted to Company in Section 3.1 shall terminate solely with respect to the Licensed Compound(s), Product(s) and country(ies) in which the termination becomes effective, and Company shall retain a non-exclusive, worldwide license to sell, offer for sale and import Licensed Products, including through Sublicensees, during the Commercialization Wind-Down Period (as defined below) and (b) Company shall at Licensor’s request and subject to the payment of royalties and/or other fees to be negotiated in good faith by the Parties, (i) transfer to Licensor all INDs, NDAs and Regulatory Approvals for all Products (ii) license to Licensor any intellectual property rights developed by Company or its Affiliates and owned or controlled by Company or its Affiliates (excluding for clarity, in the event Company is acquired by a Third Party, whether by merger, acquisition or sale of assets, any intellectual property rights of such Third Party) which are necessary or useful to developing, making, selling or using Products and (iii) do such other things as may be reasonably necessary to transfer to Licensor the ongoing development, manufacturing, sale or use of Products. 10.6.2 Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, and the provisions of Article 1, Article 3 (except in the event Licensor terminates this Agreement pursuant to Sections 10.3 or 10.4), Section 5.2, Article 8, Article 9, Sections 10.1 and 10.6 and Articles 11, 12, 13 and 14 shall survive the expiration or termination of this Agreement. 10.6.3 Company, its Affiliates and its Sublicensee, as applicable, shall be permitted to distribute and sell all Products that were in inventory or in production on an effective termination date for a period of [*] ([*]) months following the effective termination date (“Commercialization Wind-Down Period”), in accordance with the terms of this Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. . 10.6.4 Notwithstanding the foregoing, no termination of this Agreement shall be construed as a termination of any sublicense of any Sublicensee hereunder, and thereafter each Party such Sublicensee shall not be required considered a direct licensee of Licensor, provided that (a) Company has first represented and warranted to return or destroy Confidential Information Licensor that, to Company’s actual knowledge, as of the other Party that effective date of such termination, such Sublicensee is contained then in an archived computer backup system stored as a result full compliance with all terms and conditions of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions. 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability)its sublicense, and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30b) days such Sublicensee agrees in writing to assume all applicable obligations of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due Company under this Terms and Conditions are paid in fullAgreement.

Effect of Expiration or Termination. 2.4.1 Upon the expiration or termination of the Agreement, both Parties shall promptly return any and all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in this Terms and Conditions.backup 2.4.2 Upon any termination or expiration of the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in full.

Effect of Expiration or Termination. 2.4.1 18.1 Upon the expiration or termination (but not on earlier termination) of the this Agreement, both Parties all licenses granted by Licensor to Licensee that were in effect immediately prior to such expiration shall promptly return any and all Confidential Information of the other Partysurvive on a perpetual, including copies and reproductions of such Confidential Informationirrevocable, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of the other Party that is contained in an archived computer backup system stored as a result of automated backup procedures in the ordinary course of the receiving Party’s business; provided, however, that any such Confidential Information so retained shall remain subject to the confidentiality and non-use obligations contained in exclusive, fully-paid, royalty-free basis and shall be fully transferable and sublicensable without any obligation to obtain Licensor’s consent (and Licensor hereby grants such licenses to Licensee, effective upon expiration of this Terms and ConditionsAgreement). 2.4.2 18.2 Upon any termination of this Agreement prior to its expiration, the licence granted to Licensee under this Agreement shall automatically terminate and revert to Licensor, and all other rights and obligations of the Parties under this Agreement shall terminate, except as expressly provided below in this Clause 18.3 or elsewhere in this Clause 18. Pursuant to the foregoing the Licensee shall and shall procure that all sub-licensees (at all levels) shall cease all exploitation of the Patents, the Licensed Know-How and the Products. 18.3 Neither expiration nor any termination of this Agreement shall relieve either Party of any obligation or liability accruing prior to such expiration or termination, nor shall expiration or any termination of this Agreement preclude either Party from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement. In addition, the Parties’ rights and obligations under Clauses 18.1 (following expiration of the this Agreement), ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such 18.2 (following termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (DefinitionsAgreement), Section 5.12 (Usage Restrictions)18.3, Section 6 (Privacy 18.4, 18.5 and Security)18.7 and Clauses 5, Section 7 (Confidential Information)7, Section 8 (Ownership; Intellectual Property10, Merchant Data, Customer Data), rights to 11,12 and 19 of this Agreement shall survive expiration or any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days of termination of the Agreement for any reason other than termination by Givex for Merchant’s default or breach or under Section 2.2.1, to the extent Merchant is otherwise unable to access the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after this Agreement. 18.4 Within thirty (30) days following the expiration or termination of this Agreement, each Party shall promptly return to the other Party, or expiry delete or destroy, all relevant records and materials in such Party’s possession or control containing Confidential Information of the Agreement. ▇▇▇▇▇▇▇▇ agrees other Party; provided that such Party may keep one copy of such materials for archival purposes only subject to a continuing confidentiality obligations. 18.5 Termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it will continue may be entitled to permit Givex access hereunder. 18.6 Upon termination of this Agreement all sums payable to the Merchant Bank Account until all amounts Licensor shall become immediately due under for payment. 18.7 Notwithstanding anything to the contrary, for one hundred eighty (180) days following the effective date of any termination of this Terms Agreement, other than due to the breach of this Agreement by the Licensee, (the “Sell-Off Period”), Licensee and Conditions are paid any Related Parties shall have the right, but not the obligation, to sell-off any inventories of Product that were manufactured or on order prior to the effective date of termination. Any Net Sales (as applicable) generated during the Sell-Off Period in fullconnection with the sale of Products shall be subject to the royalty payment provisions set forth in Clause 8.3.

Effect of Expiration or Termination. 2.4.1 Upon the (a) No expiration or termination of this Agreement pursuant to this Article 11 shall relieve either Party of obligations accrued to such date of expiration or termination or of obligations which continue by the terms hereof beyond such expiration or termination, including, but not limited to, any payment obligations hereunder. Articles 1, 9, 10 and 13 and Sections 2.4, 5.3, 6.2, 8.1, 8.2 and this Section 11.6 shall survive the termination or expiration of this Agreement (b) In the event that this Agreement expires or is terminated pursuant to Section 11.2(b), 11.3 or 11.4 the licenses granted hereunder to Fidopharm shall become irrevocable, royalty-free, non-exclusive licenses, with the right to grant sublicenses, to market, promote and sell Products in the Field in the Territory. (c) Within thirty (30) days following the termination of this Agreement, both Parties each Party shall promptly destroy, delete (as to Confidential Information stored in electronic format) or return any and to the other Party all Confidential Information of the other Party, including copies and reproductions of such Confidential Information, at the returning Party’s sole expense. Notwithstanding the foregoing, each Party shall not be required to return or destroy Confidential Information of provide the other Party that is contained in an archived computer backup system stored as a result written certification of automated backup procedures in such destruction or return. (d) After termination of this Agreement, Fidopharm shall cease using or selling Products pursuant to the ordinary course of license grant herein (for clarity, the receiving Partypreceding shall not limit Fidopharm’s businessrights pursuant to the licenses granted under Section 11.6(b)); provided, however, that any Fidopharm may continue to sell in the ordinary course of business for a period of twelve (12) months reasonable quantities of Products which are manufactured and in Fidopharm’s normal inventory at the date of termination; provided that such Confidential Information so retained shall remain subject to the confidentiality and nonProduct had been ordered in-use obligations contained in this Terms and Conditionsline with Fidopharm’s forecast. 2.4.2 Upon any termination or expiration of (e) In the Agreement, ▇▇▇▇▇▇▇▇'s right to access and use the GivexPay Services will terminate. Upon any such termination or expiration, all Sections of this Terms and Conditions which by their nature should survive termination or expiration will survive, including without limitation: Section 1 (Definitions), Section 5.12 (Usage Restrictions), Section 6 (Privacy and Security), Section 7 (Confidential Information), Section 8 (Ownership; Intellectual Property, Merchant Data, Customer Data), rights to any payments of Fees and charges, Section 9.3 (No Additional Representations or Warranties), Section 10 (Indemnity; Limitation of Liability), and Section 11 (General Provisions). Notwithstanding the foregoing, at Merchant's request if received within thirty (30) days event of termination of this Agreement by Fidopharm pursuant to Section 11.2(a), Fidopharm shall (i) transfer to ** all rights, title and interests in and to the Agreement for any reason Product Registration and (ii) take such other than termination steps requested by Givex for Merchant**, all of the foregoing at **’s default or breach or under Section 2.2.1sole cost and expense, to effect the extent Merchant is otherwise unable transfer. Fidopharm will provide all reasonable support, at **’s reasonable cost, to access facilitate the information itself, Givex will permit Merchant to access the GivexPay Services only to the extent necessary for Merchant to retrieve transfer of such Product Registrations in a copy of Merchant Data, Customer Data, and any other data, materials, and information collected by the Merchant as part of the GivexPay Services and contained in the Merchant Payment Account. Subject to the Payment Processing Terms, ▇▇▇▇▇▇▇▇ acknowledges and agrees that Givex has no obligation to retain Merchant Data and that Givex will have the right to irretrievably delete and destroy Merchant Data after thirty (30) days following the termination or expiry of the Agreement. ▇▇▇▇▇▇▇▇ agrees that it will continue to permit Givex access to the Merchant Bank Account until all amounts due under this Terms and Conditions are paid in fulltimely manner.