Common use of Performance of the Services Clause in Contracts

Performance of the Services. The Supplier shall, and shall procure that each member of the Supplier’s Team shall, perform the Services and deliver the Deliverables in a professional manner in keeping with best industry practice, using all due skill, care and diligence and in accordance with: all applicable laws and regulations, codes and guidelines; the provisions of this Agreement; the Timetable (time being of the essence in relation to the performance of the Services and delivery of the Deliverables); and all reasonable instructions of the Catapult from time to time. The Supplier shall ensure that the Deliverables comply with all applicable laws regulations, codes and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources to the Services, to enable the Supplier to provide the Services and deliver the Deliverables to the Catapult in accordance with the provisions of this Agreement. The Supplier shall appoint: (i) the Supplier's Manager, who shall have authority under this Agreement contractually to bind the Supplier on all matters relating to the Services; and (ii) the Key Personnel. The Supplier shall: ensure that the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; comply with all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Catapult’s premises at which the Services (or any of them) are being provided; notify the Catapult promptly on becoming aware of any health and safety hazards or issues which arise in relation to the Services; and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction of such sub-contractor and/or freelancer and the terms of the agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Supplier.

Performance of the Services. The If at any time during the Term, in the Catapult’s reasonable opinion, any Services carried out and/or any Deliverables delivered are not of a sufficiently high standard, the Catapult may (without prejudice to any other right or remedy of the Catapult) notify the Supplier shalland the Supplier shall ensure that such Services and/or Deliverables are, and shall procure that each member of to the extent necessary, re-performed or revised at the Supplier’s Team shall, perform cost and expense within five (5) Working Days of receipt of such notice by the Supplier with respect to any element of the Services associated with the provision of critical data reports, or such other period as the Catapult and deliver the Supplier may agree with respect to other elements of the Services. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a professional manner suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in keeping with best industry practicewhich case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing those Services and/or Deliverables (or the rejected part thereof). The parties shall use reasonable endeavours to agree the proportion of the Fees relating to such rejected Services and/or Deliverables (or part thereof). If the parties are unable to agree on the proportion of the Fee relating to such Services and/or Deliverables (or part thereof), using all due skillthe parties shall submit to binding arbitration in London, care and diligence and in accordance with: all applicable laws with the Rules of the London Court of International Arbitration to determine the relevant proportion of the Fees. All fees and regulations, codes costs relating to such arbitration shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and guidelines; products of the Services (including the Deliverables) shall be deemed complete and delivered in full only when the provisions of this Agreement; Agreement have been complied with in full and the Timetable (time being Catapult has provided a written notice of acceptance of the essence in relation to the performance of the relevant Services and delivery of the Deliverables); and all reasonable instructions of the Catapult from time to time. The Supplier shall ensure that the Deliverables comply with all applicable laws regulations, codes and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources to the Services, to enable the Supplier to provide the Services and deliver the Deliverables to the Catapult in accordance with Supplier (the provisions of this Agreement. The Supplier shall appoint: (i) the Supplier's Manager, who shall have authority under this Agreement contractually to bind the Supplier on all matters relating to the Services; and (ii) the Key Personnel. The Supplier shall: ensure that the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4“Acceptance Notice”); promptly inform the Catapult of the absence (or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; comply with all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Catapult’s premises at which the Services (or any of them) are being provided; notify the Catapult promptly on becoming aware of any health and safety hazards or issues which arise in relation to the Services; and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction of such sub-contractor and/or freelancer and the terms of the agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Supplier.

Performance of the Services. 3.1 The Services shall be performed by the Supplier shall, and shall procure that each member during the agreed Service Times at the Offices of the Supplier’s Team shall, customer. 3.2 The Customer shall make such Offices available as reasonably required by the Supplier in writing so that the Supplier is able to perform the Services throughout the Term. 3.3 The Customer shall so far as reasonably practicable ensure that the Offices are safe for the Supplier and deliver the Deliverables Supplier Personnel to perform the Services. 3.4 The Supplier shall provide the materials required by the Supplier for performing the Services. 3.5 The Customer shall provide the Supplier and its Supplier Personnel with: (a) all necessary light, hot water and other facilities distinct from materials required by the Supplier to perform the Services; and (b) suitable and safe accommodation for storage of equipment and materials as the Supplier reasonably deems necessary to store at the Offices. 3.6 The Supplier shall not be liable for any delay in a professional manner in keeping with best industry practice, using all due skill, care and diligence and or failure to perform the Services to the extent it is caused by: (a) the Customer's failure to: (i) make the Offices available or accessible (ii) prepare the Offices in accordance with: all applicable laws with the Supplier's instructions or (iii) provide the Supplier with adequate instructions or information as requested by the Supplier in writing from time to time; or‌ (b) an event of Force Majeure. 3.7 If the Customer fails to make the Offices available or accessible for the Supplier or such Supplier Personnel to provide the Services under 3.6(a)(i) the Supplier shall give written notice of such occurrence to the Customer within 24 hours and regulations, codes the Services shall be deemed to have been performed by the Supplier and guidelines; chargeable in full. 3.8 If the provisions of this Agreement; the Timetable (time being of the essence in relation to Customer is dissatisfied with the performance of the Services by the Supplier or its Supplier Personnel, the Customer shall give written notice of such dissatisfaction and delivery identifying in sufficient detail the nature and extent of the Deliverables); and all reasonable instructions defects within 2 Business Days of such occurrence, upon receipt of which the Catapult from time to time. The Supplier shall ensure that take all necessary steps to investigate and rectify the Deliverables comply issue at its own cost.‌ 3.9 If the Customer’s dissatisfaction with all applicable laws regulationsthe Service continues the Customer shall give written notice of such dissatisfaction in accordance with 3.8 at least three times so as to give the Supplier ample opportunity to improve the Service before such dissatisfaction would form a material breach under clause 10.2(a) of this Agreement and following which, codes the Customer may: (a) refuse to accept any subsequent attempts to supply the Services and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources to the Services, to enable terminate this Agreement immediately by serving notice in writing on the Supplier to provide the this effect; (b) procure similar Services and deliver the Deliverables to the Catapult in accordance with the provisions of this Agreement. The Supplier shall appoint: from an alternative supplier; and (ic) the Supplier's Manager, who shall have authority under this Agreement contractually to bind recover from the Supplier on all matters relating to losses, damages, costs and expenses incurred by the Services; and (ii) the Key Personnel. The Supplier shall: ensure that Customer arising from the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; comply with all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Catapult’s premises at which the Services (or any of them) are being provided; notify the Catapult promptly on becoming aware of any health and safety hazards or issues which arise in relation to the Services; and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction of such sub-contractor and/or freelancer and the terms of the agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Supplierdefault.

Performance of the Services. The Supplier shallconfirms its satisfaction of its abilities and experience in all respects to perform the Services identified in the Order in accordance with, and shall procure that each member in the provision of the Supplier’s Team shall, perform the Services and deliver the Deliverables in a professional manner in keeping make use of Good Industry Practice to comply at all times with best industry practice, using all due skill, care and diligence and in accordance with: all applicable laws and regulations, codes and guidelines; the provisions of the Order, this Agreement; Framework Agreement Schedule 1 (Services) Sub-Schedule 1(a) (Service specification for the Timetable provision of Temporary work-seekers) and Framework Agreement Schedule 4 (time being Order Form & Call-Off Terms) to the reasonable satisfaction of the essence Customer. The Contract Charges in relation respect of such Services shall be as detailed in Framework Agreement Schedule 3 (Charging Structure). The Parties shall cooperate with each other in good faith and will take all reasonable actions as necessary for the efficient transmission of information and instructions to enable both Parties to derive the performance full benefits of the Services and delivery of the Deliverables); and all reasonable instructions of the Catapult from time to timeContract. The Customer shall provide the Supplier shall ensure that the Deliverables comply with all applicable laws regulationscopies of its relevant policies, rules, procedures, codes of practice and guidelines. The quality standards (and shall promptly inform the Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources of any amendments to the Services, such documents) to enable the Supplier to provide comply with its obligations under the Services and deliver Contract. Where utilising an Approved Sub-Contractor in the Deliverables execution of the Contract, the Supplier shall acting reasonably pass on such documents/information to the Catapult in accordance with Approved Sub-Contractor to ensure that the provisions Approved Sub-Contractor is aware of this Agreementthe Customer’s relevant policies, rules, procedures, codes of practice and quality standards. The Supplier shall appoint: (i) be required to pass on such documents/information to the Supplier's ManagerTemporary work-seeker to ensure that he is aware of the Customer’s relevant policies, who shall have authority under this Agreement contractually to bind rules, procedures, codes of practice and quality standards. Where utilising an Approved Sub-Contractor in the execution of the Contract, the Supplier shall pass on all matters relating such documents/information to the Services; Approved Sub-Contractor so that such documents/information can be further passed on to the Temporary work-seeker to ensure that he is aware of the Customer’s relevant policies, rules, procedures, codes of practice and (ii) the Key Personnelquality standards. The Supplier shall: ensure that the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly Customer shall inform the Catapult of the absence (or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (Supplier In Writing if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; comply with all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Catapult’s premises at which the Services (or any of them) are being provided; notify the Catapult promptly on becoming it becomes aware of any health Temporary work-seeker’s default of such policies, rules, procedures, codes of practice and safety hazards or issues which arise in relation to quality standards whilst on the Services; Assignment and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct any sub-contractor or freelancer promptly take appropriate action to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction of remedy such sub-contractor and/or freelancer and the terms of the agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Supplierdefault.

Performance of the Services. The Supplier shallSubject to the terms and conditions of this Agreement and CPP’s request and direction, SANOFI will perform for CPP the Services described in SOWs executed by the parties. Each SOW shall contain detailed Service descriptions, Specifications, and Requirements for the Services to be performed, and may also include but not be limited to timelines, payment terms, and deliverables. 4.1.1 SANOFI warrants to the exclusion of any other warranties in this Agreement other than those set forth in Article 14 and without exclusion or limitation of any warranties provided under the Supply Agreement, that: (i) the Services shall procure be performed in a competent and professional-like manner, in accordance with good, generally recognized professional standards applicable to those similarly situated in SANOFI’s industry, and by personnel suitably qualified to perform the Services; (ii) SANOFI is the lawful owner, licensee or has proper legal rights to use the equipment, facilities, methods, technology and programs that each member of the Supplier’s Team shall, perform SANOFI or its Affiliates will use for providing the Services and deliver will meet the Deliverables in a professional manner in keeping with best industry practice, using all due skill, care and diligence and in accordance with: requirements of all applicable laws laws, regulations and regulationsstandard inspection criteria; (iii) Where applicable, codes all deliverables will satisfy the applicable specifications set forth in the pertinent SOW; (iv) SANOFI has the right to assign the Results and guidelinescorresponding Intellectual Property Rights to Client, and otherwise grant the rights granted to Client under this Agreement free and clear of any encumbrances; (v) SANOFI has not entered into any agreement that would grant any third party, or otherwise create any encumbrance upon, any Results; (vi) in providing the Services and producing the Results, Contractor will not knowingly infringe or misappropriate any Intellectual Property Rights of any third party; and (vii) the provisions representations and warranties of this Agreement; the Timetable SANOFI set forth in Section 9.2 (time being except for 9.2(i)) of the essence Supply Agreement are incorporated herein by this reference as if set forth in relation to full, mutatis mutandis. 4.1.2 Each Party shall notify the other Party in writing, as soon as it becomes aware thereof, of any changes in the pending processes, methods, specifications and/or manufacturing processes, which could affect the performance of the Services and/or the Results pursuant to the Requirements. To that respect both Parties shall endeavor to agree upon any necessary actions and delivery schedule modification resulting therefrom, including if needed appropriate adjustments to the prices defined in Section 5.1 in accordance with the procedures relating to Change Orders in Section 4.1.4 below. Such Change Order shall be approved, in writing, by the Parties before implementation. 4.1.3 SANOFI shall generate and maintain adequate, true and accurate tangible or electronic books, records, test and laboratory data, reports and other information relating to the Services conducted under this Agreement and in particular of all Results, data and developments made pursuant to its efforts under this Agreement (collectively, the “Records”). Upon request by CPP, SANOFI shall provide any and all Records. In addition to any interim reports required under a particular SOW, upon completion of Services outlined in a particular SOW, SANOFI shall prepare a final report summarizing all Services and Results related to such particular SOW, containing all Results. SANOFI must retain the Records for at least five (5) years following the date of completion of the Deliverables); Services under the SOW to which the Records and, upon CPP’s request, will deliver them to CPP at CPP’s expense and all reasonable instructions direction. 4.1.4 If necessary for the performance of the Catapult from time Services, CPP shall have the right to timegive technical and scientific direction in relation to the development process and Services provided under any particular SOW. The Supplier SANOFI shall ensure promptly consider implementation of such direction. If SANOFI believes, in good faith, that the Deliverables comply with all implementation of that direction will materially change a particular SOW by increasing the scope of the Services, the effort required to deliver deliverables, or extending the timeline to complete the Services, then within ten (10) business days after SANOFI’s receipt of CPP’s technical or scientific direction or any other time as the Parties may determine, SANOFI will so notify CPP in writing (each such writing, a "Change Notice") reflecting SANOFI’s reasonable determination of the consequent changes to the applicable laws regulationsportion of the SOW, codes and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources including any applicable changes to the Services, to enable the Supplier to provide the Services deliverables, delivery schedule, and deliver the Deliverables payments and payment schedule, if any, that will apply to the Catapult in accordance with implementation of the provisions of this Agreementdirection. The Supplier shall appoint: Parties will diligently negotiate the proposed terms of the Change Notice in good faith, although neither party is obligated to agree to any Change Notice. Upon full execution of the agreed-upon Change Order, the Change Order will be effective and constitute an amendment to the applicable SOW. Neither Party will unreasonably withhold or delay its agreement to revisions to the SOW, except if either party disputes in good faith the need for those changes, the Parties will attempt to promptly and amicably resolve the dispute by discussions between the executive management of each Party. If the Parties do not agree on the revisions to the applicable SOW within ten (i10) business days after CPP’s receipt of the Supplier's ManagerChange Notice and neither Party elects to seek to resolve the dispute through discussion between executive management, who shall the then-existing SOW will remain in full force and effect without regard to the Change Notice, and neither Party will have authority under this Agreement contractually any further obligation with respect to bind the Supplier on all matters relating applicable Change Notice. 4.1.5 If CPP elects to have an employee or agent visit SANOFI’s facilities related to the Services; , CPP will inform SANOFI, in writing and (ii) the Key Personnel. The Supplier shall: ensure that the Supplier’s Manager and each member with sufficient notice, of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (or anticipated absencename(s) of its employee(s) visiting the Supplier's Managerpremises. In this case, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; such employee must comply with all SANOFI’s policy with respect to visitors, control, security, hygiene, health and safety rules applicable at the SANOFI’s premises. SANOFI will communicate these instructions to CPP prior to the arrival of CPP’s personnel on SANOFI’s premises. Such CPP personnel shall be informed of such rules and regulations and any other reasonable security requirements that apply at any CPP shall be responsible for the respect of said rules by its personnel. Each visit shall be scheduled by mutual agreement of the Catapultparties and shall not exceed more than two business days per visit. CPP will not have the right to conduct more than two visits per calendar year. 4.1.6 If the parties mutually agree that an agent or employee of SANOFI has to visit CPP’s premises at which facilities to perform services for the purpose of the Services (or on any CPP’s site, SANOFI and CPP will agree upon dates and SANOFI will inform CPP, in writing and with sufficient notice, of themthe name(s) are being provided; notify of its employee(s) visiting the Catapult promptly on becoming aware of any premises. In this case, such employee must comply with CPP’s policy with respect to visitors, control, security, hygiene, health and safety hazards or issues which arise in relation rules applicable at the CPP’s premises. CPP will communicate these instructions to SANOFI prior to the Services; and before the date arrival of SANOFI’s personnel on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this AgreementCPP’s premises. The Supplier Such SANOFI’s personnel shall not instruct any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction be informed of such sub-contractor and/or freelancer rules and the terms of the agreement to SANOFI shall be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions respect of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Suppliersaid rules by its personnel.

Performance of the Services. The 4.1 Supplier shall, and shall procure that each member of the Supplier’s Team shall, perform the Services and deliver the Deliverables in a professional manner in keeping with best industry practice, using all due skill, care and diligence and in accordance with: all applicable laws and regulations, codes and guidelines; the provisions of this Agreement; the Timetable (time being of the essence in relation according to the performance PO specifications and the standards applicable to reputable contractors experienced in the type of work to be carried out. Supplier represents and warrants that it is fully experienced and technically competent to perform the Services and delivery of the Deliverables); and all reasonable instructions of the Catapult from time to time. Services. 4.2 The Supplier shall ensure that all Personnel performing Services are competent and have the Deliverables comply necessary qualifications, permits and certificates to perform the Services. 4.3 Company may instruct Supplier to remove any Personnel who are, in the reasonable opinion of Company, incompetently or negligently performing the Services or not conforming with all applicable laws regulations, codes health and guidelinessafety requirements under the Agreement. The Such Personnel will be removed at Supplier’s sole expense and Supplier shall provide all materials necessary (other than replacement Personnel without delay and at its sole cost and expense. 4.4 The Supplier represents and warrants that, for the In-put Materials)duration of the Defects Liability Period, and allocate sufficient resources to the Services, to enable the Supplier to provide the Services and deliver the Deliverables performed hereunder shall conform in all respects to the Catapult in accordance with the provisions of this Agreement. The warranty shall extend to and a new Defects Liability Period shall apply to any reperformed Services. 4.5 The Supplier shall appoint: (i) be deemed to have satisfied itself, before entering into the Supplier's ManagerAgreement, who as to the specifications, the correctness and sufficiency of the rates and Agreement Price, general and local conditions, and all other matters which could affect the provision of the Services. 4.6 The Supplier shall ensure that any Equipment provided complies with the specifications in the PO and requirements of law and to the extent that they contain toxic, corrosive or hazardous materials, the Supplier shall ensure that a notice to that effect accompanies each consignment together with the appropriate care and handling instructions. 4.7 Where the Services or any part thereof do not comply with the requirements of the Agreement at any time during the Agreement including on delivery, during the Agreement term or during the Defects Liability Period, the Company, at its sole option, shall have authority under this Agreement contractually the right to bind request the Supplier on all matters relating to repair or replace defective Equipment and/or reperform the Services; and (ii) the Key Personnel. The Supplier shall: ensure that defective Services at the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure expense so that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes Services conform to the Supplier's Manager Agreement; 4.8 If the Supplier fails to repair or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (replace defective Equipment or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating reperform defective Services to the Services; comply with all health Company’ satisfaction or refuses to take such corrective action, as required by Clause 4.7 within a reasonable time of Company’s request, Company shall be entitled to either rectify said defects itself or acquire repair and/or replacement performance from a third party and safety rules and regulations and any other reasonable security requirements that apply at any of the Catapult’s premises at which the Services (or any of them) are being provided; notify the Catapult promptly on becoming aware of any health and safety hazards or issues which arise in relation to the Services; and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct pay Company for any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction of such sub-contractor and/or freelancer and the terms of the agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Suppliercosts incurred by Company in doing so.

Performance of the Services. The Supplier shallSubject to the terms and conditions of this Agreement and CPP’s request and direction, SANOFI will perform for CPP the Services described in SOWs executed by the parties. Each SOW shall contain detailed Service descriptions, Specifications, and shall procure that each member Requirements for the Services to be performed, and may also include but not be limited to timelines, payment terms, and deliverables. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the SupplierSecurities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission 4.1.1 SANOFI warrants to the exclusion of any other warranties in this Agreement other than those set forth in Article 14 and without exclusion or limitation of any warranties provided under the Supply Agreement, that: (i) the Services shall be performed in a competent and professional-like manner, in accordance with good, generally recognized professional standards applicable to those similarly situated in SANOFI’s Team shallindustry, and by personnel suitably qualified to perform the Services; (ii) SANOFI is the lawful owner, licensee or has proper legal rights to use the equipment, facilities, methods, technology and programs that SANOFI or its Affiliates will use for providing the Services and deliver will meet the Deliverables in a professional manner in keeping with best industry practice, using all due skill, care and diligence and in accordance with: requirements of all applicable laws laws, regulations and regulationsstandard inspection criteria; (iii) Where applicable, codes all deliverables will satisfy the applicable specifications set forth in the pertinent SOW; (iv) SANOFI has the right to assign the Results and guidelinescorresponding Intellectual Property Rights to Client, and otherwise grant the rights granted to Client under this Agreement free and clear of any encumbrances; (v) SANOFI has not entered into any agreement that would grant any third party, or otherwise create any encumbrance upon, any Results; (vi) in providing the Services and producing the Results, Contractor will not knowingly infringe or misappropriate any Intellectual Property Rights of any third party; and (vii) the provisions representations and warranties of this Agreement; the Timetable SANOFI set forth in Section 9.2 (time being except for 9.2(i)) of the essence Supply Agreement are incorporated herein by this reference as if set forth in relation to full, mutatis mutandis. 4.1.2 Each Party shall notify the other Party in writing, as soon as it becomes aware thereof, of any changes in the pending processes, methods, specifications and/or manufacturing processes, which could affect the performance of the Services and/or the Results pursuant to the Requirements. To that respect both Parties shall endeavor to agree upon any necessary actions and delivery schedule modification resulting therefrom, including if needed appropriate adjustments to the prices defined in Section 5.1 in accordance with the procedures relating to Change Orders in Section 4.1.4 below. Such Change Order shall be approved, in writing, by the Parties before implementation. 4.1.3 SANOFI shall generate and maintain adequate, true and accurate tangible or electronic books, records, test and laboratory data, reports and other information relating to the Services conducted under this Agreement and in particular of all Results, data and developments made pursuant to its efforts under this Agreement (collectively, the “Records”). Upon request by CPP, SANOFI shall provide any and all Records. In addition to any interim reports required under a particular SOW, upon completion of Services outlined in a particular SOW, SANOFI shall prepare a final report summarizing all Services and Results related to such particular SOW, containing all Results. SANOFI must retain the Records for at least five (5) years following the date of completion of the Deliverables); Services under the SOW to which the Records and, upon CPP’s request, will deliver them to CPP at CPP’s expense and all reasonable instructions direction. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Catapult from time Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission 4.1.4 If necessary for the performance of the Services, CPP shall have the right to timegive technical and scientific direction in relation to the development process and Services provided under any particular SOW. The Supplier SANOFI shall ensure promptly consider implementation of such direction. If SANOFI believes, in good faith, that the Deliverables comply with all implementation of that direction will materially change a particular SOW by increasing the scope of the Services, the effort required to deliver deliverables, or extending the timeline to complete the Services, then within ten (10) business days after SANOFI’s receipt of CPP’s technical or scientific direction or any other time as the Parties may determine, SANOFI will so notify CPP in writing (each such writing, a "Change Notice") reflecting SANOFI’s reasonable determination of the consequent changes to the applicable laws regulationsportion of the SOW, codes and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources including any applicable changes to the Services, to enable the Supplier to provide the Services deliverables, delivery schedule, and deliver the Deliverables payments and payment schedule, if any, that will apply to the Catapult in accordance with implementation of the provisions of this Agreementdirection. The Supplier shall appoint: Parties will diligently negotiate the proposed terms of the Change Notice in good faith, although neither party is obligated to agree to any Change Notice. Upon full execution of the agreed-upon Change Order, the Change Order will be effective and constitute an amendment to the applicable SOW. Neither Party will unreasonably withhold or delay its agreement to revisions to the SOW, except if either party disputes in good faith the need for those changes, the Parties will attempt to promptly and amicably resolve the dispute by discussions between the executive management of each Party. If the Parties do not agree on the revisions to the applicable SOW within ten (i10) business days after CPP’s receipt of the Supplier's ManagerChange Notice and neither Party elects to seek to resolve the dispute through discussion between executive management, who shall the then-existing SOW will remain in full force and effect without regard to the Change Notice, and neither Party will have authority under this Agreement contractually any further obligation with respect to bind the Supplier on all matters relating applicable Change Notice. 4.1.5 If CPP elects to have an employee or agent visit SANOFI’s facilities related to the Services; , CPP will inform SANOFI, in writing and (ii) the Key Personnel. The Supplier shall: ensure that the Supplier’s Manager and each member with sufficient notice, of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (or anticipated absencename(s) of its employee(s) visiting the Supplier's Managerpremises. In this case, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; such employee must comply with all SANOFI’s policy with respect to visitors, control, security, hygiene, health and safety rules applicable at the SANOFI’s premises. SANOFI will communicate these instructions to CPP prior to the arrival of CPP’s personnel on SANOFI’s premises. Such CPP personnel shall be informed of such rules and regulations and any other reasonable security requirements that apply at any CPP shall be responsible for the respect of said rules by its personnel. Each visit shall be scheduled by mutual agreement of the Catapultparties and shall not exceed more than two business days per visit. CPP will not have the right to conduct more than two visits per calendar year. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission 4.1.6 If the parties mutually agree that an agent or employee of SANOFI has to visit CPP’s premises at which facilities to perform services for the purpose of the Services (or on any CPP’s site, SANOFI and CPP will agree upon dates and SANOFI will inform CPP, in writing and with sufficient notice, of themthe name(s) are being provided; notify of its employee(s) visiting the Catapult promptly on becoming aware of any premises. In this case, such employee must comply with CPP’s policy with respect to visitors, control, security, hygiene, health and safety hazards or issues which arise in relation rules applicable at the CPP’s premises. CPP will communicate these instructions to SANOFI prior to the Services; and before the date arrival of SANOFI’s personnel on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this AgreementCPP’s premises. The Supplier Such SANOFI’s personnel shall not instruct any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction be informed of such sub-contractor and/or freelancer rules and the terms of the agreement to SANOFI shall be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions respect of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Suppliersaid rules by its personnel.

Performance of the Services. 3.1 The Services shall be performed by the Supplier shall, and shall procure that each member during the agreed Service Times at the Offices of the Supplier’s Team shall, customer. 3.2 The Customer shall make such Offices available as reasonably required by the Supplier in writing so that the Supplier is able to perform the Services throughout the Term. 3.3 The Customer shall so far as reasonably practicable ensure that the Offices are safe for the Supplier and deliver the Deliverables Supplier Personnel to perform the Services. 3.4 The Supplier shall provide the materials required by the Supplier for performing the Services. 3.5 The Customer shall provide the Supplier and its Supplier Personnel with: (a) all necessary light, hot water and other facilities distinct from materials required by the Supplier to perform the Services; and (b) suitable and safe accommodation for storage of equipment and materials as the Supplier reasonably deems necessary to store at the Offices. 3.6 The Supplier shall not be liable for any delay in a professional manner in keeping with best industry practice, using all due skill, care and diligence and or failure to perform the Services to the extent it is caused by: (a) the Customer's failure to: (i) make the Offices available or accessible (ii) prepare the Offices in accordance with: all applicable laws with the Supplier's instructions or (iii) provide the Supplier with adequate instructions or information as requested by the Supplier in writing from time to time; or (b) an event of Force Majeure. 3.7 If the Customer fails to make the Offices available or accessible for the Supplier or such Supplier Personnel to provide the Services under 3.6(a)(i) the Supplier shall give written notice of such occurrence to the Customer within 24 hours and regulations, codes the Services shall be deemed to have been performed by the Supplier and guidelines; chargeable in full. 3.8 If the provisions of this Agreement; the Timetable (time being of the essence in relation to Customer is dissatisfied with the performance of the Services by the Supplier or its Supplier Personnel, the Customer shall give written notice of such dissatisfaction and delivery identifying in sufficient detail the nature and extent of the Deliverables); and all reasonable instructions defects within 2 Business Days of such occurrence, upon receipt of which the Catapult from time to time. The Supplier shall ensure that take all necessary steps to investigate and rectify the Deliverables comply issue at it’s own cost. 3.9 If the Customer’s dissatisfaction with all applicable laws regulationsthe Service continues the Customer shall give written notice of such dissatisfaction in accordance with 3.8 at least three times so as to give the Supplier ample opportunity to improve the Service before such dissatisfaction would form a material breach under clause 10.2(a) of this Agreement and following which, codes the Customer may: (a) refuse to accept any subsequent attempts to supply the Services and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources to the Services, to enable terminate this Agreement immediately by serving notice in writing on the Supplier to provide the this effect; (b) procure similar Services and deliver the Deliverables to the Catapult in accordance with the provisions of this Agreement. The Supplier shall appoint: from an alternative supplier; and (ic) the Supplier's Manager, who shall have authority under this Agreement contractually to bind recover from the Supplier on all matters relating to losses, damages, costs and expenses incurred by the Services; and (ii) the Key Personnel. The Supplier shall: ensure that Customer arising from the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; comply with all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Catapult’s premises at which the Services (or any of them) are being provided; notify the Catapult promptly on becoming aware of any health and safety hazards or issues which arise in relation to the Services; and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct any sub-contractor or freelancer to perform the Services (or any part thereof) unless and until the Catapult has given its prior written consent to the instruction of such sub-contractor and/or freelancer and the terms of the agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such acts and omissions were acts and omissions of the Supplierdefault.