Common use of Term and Termination Clause in Contracts

Term and Termination. 3.1 The term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon on the Effective Date and, unless terminated earlier and continue until all subscriptions to Subscribed Products ordered pursuant to this Agreement, shall continue until Appendix 1 have ended or have been terminated (the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following . At the Effective Date and for the following six (6) monthsclose of such Term, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond will automatically renew for successive one-year terms, subject to appropriate adjustments to the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Periodfee section, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, unless either Party has the right to terminate this Agreement giving party gives notice to the other Party at least twelve (12) months written notice by the first day of August prior to the fifth anniversary end of the Effective Date otherwise the Agreement will automatically continue for the remaining then current term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by it does not intend to renew. If either Party in the event of a material breach by party believes that the other Party party has materially breached any of the terms and conditions hereof; providedits obligations, howeverrepresentations or warranties under this Agreement, the other Party shall first give to it will notify the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereofparty in writing. Upon receipt of such Breach Notice, the The breaching Party shall party will have thirty (30) days from receipt of such notice to respond by curing such breachcure the alleged breach and notify the other party of its cure in writing. If the breaching Party does alleged breach is not cure such breach cured within such the thirty-day period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material party may, in its sole discretion, terminate this Agreement immediately upon written notice to the other party. The requirement of such notice and cure period shall not apply to a breach of MIPI’s obligations under Section 5 (failure to pay the subscription fee) or if ASME believes, in its sole good-faith judgment, that Subscriber has breached any terms of Sections 2-3 (license terms and restrictions), in which case ASME reserves the right to immediately and without notice suspend access to and use of the Subscribed Products, or any portions thereof. Except as provided otherwise in this Agreement, no change, amendment or modification of any provision of this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held valid unless set forth in a written instrument signed by both Parties. If at any time in the Escrow Account have not been made available future, ASME decides to EZN for modify the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement terms on which it will offer access to the contrarySubscribed Products, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within will provide Subscriber with sixty (60) days’ written notice. Any assets jointly owned Subscriber may at any time during that sixty (60) day period provide its written consent such amended terms to ASME via fax to ▇▇▇-▇▇▇-▇▇▇▇ or email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. If Subscriber fails to provide consent within the sixty (60) day period, access to the Subscribed Products shall be discontinued. Upon such discontinuation or termination by Subscriber pursuant to this Section 11(c), ASME will refund a pro-rated portion of Subscriber’s subscription fees paid for the two Parties applicable subscription year. Notwithstanding the foregoing, in ASME’s sole discretion and without prior notice or liability, ASME may discontinue, modify or alter any of its Subscribed Products. Upon expiration or termination of this Agreement, all access to the Subscribed Products by Subscriber and its Authorized Users terminates immediately. Paper copies of content from Subscribed Products may be retained by Subscriber and Authorized Users and used in accordance with the Permitted Uses described in Section 2. Subscriber must, upon termination, delete from all of its Authorized Facilities all electronic copies of Content, including any library e-reserve copies or their commercial institution equivalents. Upon expiration or termination of this Agreement, the Jointly Owned Arising IP shall become following provisions of this Agreement survive: Sections 2-3, 7-10, and any provision that by its terms contemplates survival. Usage rights of lapsed subscribers. ASME acknowledges that the property long-term preservation of content published during the term and licensed hereunder is of importance to Subscriber. ASME will use commercially reasonable efforts to retain in an electronic archive all information licensed hereunder. Subject to a nominal access fee charged by ASME or its third-party service provider, a Subscriber whose subscription has lapsed (“Former Subscriber”) will be given the option to maintain online access to the content published during the term for which a paid subscription was maintained. Failure of Performance Once ASME makes the Subscribed Products available, the Subscriber and Authorized Users may attempt online access to the Subscribed Products at any time. ASME is not liable for any claims arising out of any loss, injury, liability or damage of any kind resulting from the unavailability of the Party not seeking Subscribed Products due to any delay, downtime, transmission error, software or equipment incompatibilities, force majeure event (such reliefas any act of God or government, fire, natural disaster, labor stoppage, war or terrorism, failure of communications systems or power systems) or any other disruption or failure of performance. If the Subscribed Products fail to operate in any material respect, Subscriber shall immediately notify ASME and ASME will use commercially reasonable efforts to correct any material performance problem brought to its attention. ASME may temporarily suspend access to the Subscribed Products when repair, modification, or improvement to its system or services is necessary. Disclaimer of Warranties THE SUBSCRIBED PRODUCTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASME DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIBED PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, COMPLIANCE WITH ANY COMPUTATIONAL PROCESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE HAS BEEN DISCLOSED. ASME MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER TYPE OF MALICIOUS COMPUTER PROGRAM. Limitation of Liability ASME AND ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS AND AGENTS ARE NOT LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, DATA OR GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THE GRANT OF RIGHTS SET FORTH IN THIS AGREEMENT, SUBSCRIBER’S OR AN AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE SUBSCRIBED PRODUCTS, ASME’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT BY ASME, EVEN IF ASME IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ASME FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO ASME FOR THE SUBSCRIBED PRODUCTS SUBSCRIPTION FOR THE SUBSCRIPTION YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER THAT LIABILITY IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES APPLIES REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NO CLAIM MAY BE MADE AGAINST ASME UNLESS (1) SUIT IS FILED THEREON WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM AND (2) THE AMOUNT OF SUCH CLAIM EXCEEDS $25.00. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 a. This Agreement may be terminated by either Party a party for cause immediately by written notice upon the occurrence of any of the following events: i. If the other ceases to do business, or otherwise terminates it business operations or if there is a material change in control of the other; or ii. If the other shall fail to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the event manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within sixty days; or iii. If the other materially breaches any material provision of this Agreement and fails to substantially cure such breach within thirty days (ten days in the case of a material breach by failure to pay) of written notice describing the breach; or iv. If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days); or v. If Distributor breaches any other agreement or contract with Company, and the breach is not cured within thirty days of written notice describing the breach. b. On termination or expiration of this Agreement for any reason whatsoever including, but not limited to, termination or expiration by passage of time or nonrenewal, the parties expressly agree that the following shall take effect: (i) all rights granted to Distributor under or pursuant to this Agreement shall immediately cease; (ii) all contracts and orders placed by Distributor for the Products and accepted, but not filled or delivered by Company as of the date of termination, shall be filled or delivered by Company subject to the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, Agreement; (iii) payments all contracts or orders for Final Product exceeding an accumulated amount the Products not accepted by Company on or before the date of ***** overdue for more than three (3) monthtermination shall, at Company's sole option, be canceled; (iv) funds held in Distributor shall forthwith return to Company all promotional Sales information materials or demonstration products that have been furnished by Company to Distributor during the Escrow Account have not been made available term of this Agreement, it being understood that no copies of these foregoing materials may be retained by Distributor subsequent to EZN for the purpose date of decontamination termination or expiration of this Agreement; and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clauseCompany shall repurchase from Distributor, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with at the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach then fair market value in the event that (i) Territory, any Products and replacement parts purchased from Company by Distributor for inventory or other purpose directly related to furthering the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement purposes of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained c. Distributor acknowledges and expressly agrees that Company shall not be liable to Distributor, and Distributor hereby waives any claims for compensation or damages of any kind or character whatsoever, whether on account of the loss by Distributor of present or prospective compensation or anticipated compensation, or of expenditures, investments or commitments made either in connection therewith or in connection with the establishment, development or maintenance of establishment, development or maintenance of Distributor's business, or on account of any other cause or thing whatsoever. d. Termination is not the sole remedy under this Agreement to the contraryand, this Agreement may be terminated by either Party in the event the whether or not termination is affected, all other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefremedies will remain available. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon be in perpetuity provided that all royalties owed to the Effective Date and, Licencee are current on the anniversary of this Agreement unless terminated earlier pursuant by Licensee in writing not less than thirty (30) days prior to this Agreement, shall continue until the tenth anniversary expiration of the Effective Date Initial Term or any Renewal Term (the “Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions Either Party shall apply. In case the Parties will not reach an agreement, either Party has have the right on prior written notice to the other Party to terminate this Agreement giving if: (i) the other Party fails to pay an amount to the other Party at least twelve when due hereunder and such breach is not cured within thirty (1230) months days after written notice prior of such breach is given to it by the fifth anniversary other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the Effective Date otherwise other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination other Party fails to perform any of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as other material obligations set forth in this Agreement for eighteen and such default: (18i) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event case of a material breach by the other Party default which is remediable continues for a period of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to respond by curing its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such breachConfidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other Nothing in this section 11 shall limit either Party’s rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failedat law, in any one contract year period, to fulfil more than four (4) orders of Kit, Set equity or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementotherwise. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 18.1 This Agreement shall commence upon on the Effective Date and, and 31 December 2025 unless terminated earlier pursuant to this Agreement, shall continue until in accordance with its terms (the tenth anniversary of the Effective Date (“Initial Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss18.2 Aspen may, in good faithits sole discretion, extend the terms and conditions under which Initial Term by up to two further periods of one (1) year from the Parties intend to continue the term of this Agreement beyond the fifth anniversary expiry of the Effective Date Initial Term, by giving written notice to the Service Provider at least ninety (“Renegotiation Period”). If 90) days prior to the Parties come to expiry of the Initial Term or an agreement during the Renegotiation Periodextension period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions as applicable. 18.3 Not used. 18.4 Aspen shall apply. In case the Parties will not reach an agreement, either Party has the right be entitled to terminate this Agreement without cause by giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does Service Provider not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more less than three (3) months' written notice of termination (and any SOW by giving not less than thirty (30) days' written notice of termination), in which event the Service Provider will comply with ▇▇▇▇▇'s reasonable instructions with regard to termination and Aspen will only be liable to pay the Service Provider (i) in respect of the Services satisfactorily performed and accepted by Aspen up to the effective date of such termination; and (ii) monthly payments overdue for more than three any other pre-agreed termination charges as specified in Schedule 2, Exhibit B, Attachment B-4 (3) monthsTermination Charges). Termination of this Agreement pursuant to this clause shall, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) monthunless stated otherwise, (iv) funds held terminate all SOWs then in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationforce. 3.6 Material breach of EZN’s obligations under 18.5 Either Party shall be entitled to terminate this Agreement shall mean and be limited to: (i) EZN has failed, in or any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) SOW immediately if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be other Party: 18.5.1 has committed a material breach of any of its obligations thereunder which is not capable of remedy and in this regard it is agreed that the Service Provider shall be deemed to have committed a material breach that is incapable of remedy entitling Aspen to terminate immediately if: (a) the termination rights described in Section 4.6 of Schedule 2, Exhibit C arise; (b) a Material Adverse Change occurs in relation to Service Provider; (c) a Change of Control of Service Provider (other than an internal re-organisation within the Service Provider Group); (d) any breach by Service Provider which causes Aspen or Supply Breach under any Aspen Affiliate to be in breach of its obligations pursuant to Relevant Law; or (e) any breach by Service Provider which has a material adverse impact on Aspen's reputation (or that of any Aspen Affiliate) or leads to material adverse publicity; or 18.5.2 has committed a material breach of any of its obligations thereunder which is capable of remedy but which has not been remedied within 30 days of receipt of written notice to do so; or 18.5.3 becomes insolvent, has a receiver or administrator appointed over the whole or any part of its assets, enters into any compromise with its creditors, has an order made or resolution passed for it to be wound up (unless for the purposes of amalgamation or reconstruction) or undergoes any similar process in any jurisdiction to which such Party is subject. 18.6 Upon the termination or expiry of this Agreement or an SOW the Service Provider will immediately deliver up to Aspen all items, equipment, and documentation which is the property of Aspen or an Aspen Affiliate, together with notes, memoranda, correspondence, documents, specifications, and other records (however stored) which contain or reflect Confidential Information related to Aspen or an Aspen Affiliate which have been made or obtained by the Service Provider or the Service Provider's Team in the course of providing the terminated Services or are otherwise in its possession or control. 18.7 Termination or expiry of this Agreement or any SOW shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement or the applicable SOW(s) which existed at or before the date of termination or expiry. 18.8 Following the expiry or termination (for whatever reason) of this Agreement or any SOW, the Service Provider shall co-operate with Aspen and other suppliers to Aspen to ensure a smooth handover of the terminated Services carried out by the Service Provider. 18.9 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement including clauses 20 (Intellectual Property Rights), 21 (Indemnity), 22 (Limitation of Liability), 23 (Confidentiality), 27 (Data Protection) and 33 (Health and Safety) shall survive termination of this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this This Agreement shall will commence upon on the Effective Date and, unless terminated earlier pursuant to this Agreement, and shall continue until terminate three (3) years thereafter (the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two , unless sooner terminated. During the Term, PRISM and Client may enter into one or more Schedules relating to the Services (42) months following the Effective Date and for the following six (6) monthseach, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (a “Renegotiation PeriodSchedule”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement and any Schedule hereto may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent party with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days’ prior written notice to the other party. Any assets jointly owned In addition, PRISM may terminate this Agreement, including any Schedule hereto, upon ten (10) days’ prior written notice if Client (i) has materially breached any term of this Agreement, any Schedule, or, if applicable, the Terms and Conditions and (ii) has failed to cure such breach within the ten-day notice period. Upon any event of termination, PRISM will be reimbursed by Client for all costs and non-cancelable commitments incurred by PRISM on behalf of Client for which PRISM has not yet been paid. Payment. Client agrees to pay PRISM in accordance with the two Parties including payment terms set forth in Schedule A. Publicity. Client shall not use the Jointly Owned Arising IP shall become name of PRISM or University in connection with any products, promotion or advertising without the property prior written permission of the Party not seeking such reliefUniversity. Disclaimer of Warranties. ALL DATA, INVENTIONS, DISCOVERIES, COPYRIGHTABLE WORKS, SOFTWARE, TANGIBLE MATERIALS AND INFORMATION THAT ARE CONCEIVED OF, FIRST REDUCED TO PRACTICE, COLLECTED OR CREATED IN THE PERFORMANCE OF THE SERVICES BY PRISM (“RESEARCH RESULTS”) ARE PROVIDED AS IS. PRISM, UNIVERSITY AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES JOINTLY AND SEVERALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR ARISING BY OPERATION OF LAW, REGARDING RESEARCH RESULTS THAT MAY BE CONTEMPLATED, ANTICIPATED OR DEVELOPED BY EITHER OR BOTH PARTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL VALUE AND/OR FREEDOM OF RESEARCH RESULTS FROM INFRINGEMENT OF ANY PATENT, COPYRIGHT, OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary as of the Effective Date and shall stay in effect until the last to expire issued Valid Claim covering Licensed Products included in the Patent Rights, unless otherwise terminated earlier as provided below in this Article 4 (collectively, the “Term”). 3.2 Upon Fortya. If LIMR believes in good faith that NewLink has materially breached its obligations under Section 10(a), then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce NewLink’s exclusive License to a nonexclusive license or revoke the License in its entirety (by terminating the Agreement), provided that prior to taking this action: (1) LIMR shall provide NewLink written notice of the perceived breach, describing in detail the basis for LEVIR’s belief that such perceived breach has occurred, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-two cure; and (422) months following NewLink shal+l have ninety (90) days to establish that it has met or will, within such ninety (90) day period, meet the Effective Date applicable obligations; if the parties are still in dispute as to whether NewLink has met such obligations or cured such breach within ninety (90) days after receipt of notice from LIMR, the dispute will be submitted to binding arbitration in accordance with Section 26(b) of this Agreement, and if such arbitration determines that NewLink materially breached its obligations under Section 10(a) and did not cure such breach, then LIMR shall have the option to terminate this Agreement or to convert the License granted to NewLink in Section 2(a) to a non-exclusive license, in each case, upon prior written notice to NewLink. b. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if: (1) NewLink ceases to function as a going concern; (2) a bankruptcy petition or action is filed or taken by or against NewLink under any United States bankruptcy law; (3) a receiver, assignee or other liquidating officer is appointed with control for all or substantially all of the assets of NewLink; or (4) NewLink makes an assignment for the following six (6) monthsbenefit of creditors of all or substantially all its assets; provided, the Parties agree to meet in order to discussthat, in good faiththe case of subclauses (b)(2), (3) or (4) above, such aforementioned circumstance is not remedied, dismissed or stayed within sixty (60) days of LIMR’s notice of its intent to terminate this Agreement; Notwithstanding anything in Sections 4(a) or (b) or 26 to the terms and conditions contrary, at any time that LIMR or NewLink believes that the other party has defaulted under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come and that such default will irreparably harm such party, in addition to an agreement during the Renegotiation Period, then for the remaining five (5) years of its rights under this Agreement and at law, such party shall have the renegotiated terms right to seek all applicable equitable remedies. c. If NewLink fails to make any payment whatsoever due and conditions payable to LIMR hereunder, LIMR shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term effective on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days written notice, unless NewLink shall make all such payments to respond by curing such breach. If the breaching Party does not cure such breach LIMR within such said thirty (30) day period, and provided that the other Party payments demanded by LIMR are not disputed by NewLink. In the event of a dispute of such payments by NewLink, the parties shall use good faith efforts to resolve the dispute, which if not resolved by the end of 90 days either party may terminate submit the Agreement without prejudice dispute to any other rights or remedies which may be available binding arbitration pursuant to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”Section 26(b). It Any disputed payments submitted to arbitration hereunder shall not be considered a Supply Breach in deemed due and payable unless and until determined due by the event that (i) arbitrator under Section 26(b). d. NewLink shall have the failure right to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with terminate this Agreement within one (1) week at any time on 90 days’ prior written notice to LIMR, provided that NewLink shall remain obligated to complete payment of all amounts that have accrued and are owed to LIMR through the delivery effective date of the originally scheduled order termination. In the event NewLink terminates the Agreement, the license granted hereunder shall be deemed terminated, and all rights with respect to the subject matter thereof revert to LIMR and all further obligations of KitNewLink to LIMR (except for obligations accrued prior to such termination) shall automatically be terminated. e. Upon expiration or termination of this Agreement for any reason, Set or Final Productnothing herein shall be construed to release either party from any obligation that has accrued prior to the effective date of such termination. NewLink and any Sublicensee thereof may, or (iii) if however, after the Kiteffective date of such termination, Set or Final Product failure is sell all Licensed Products, and complete Licensed Products in the result process of conducting the Process under a deviation manufacture at the request time of MIPI. Any failure such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by EZN Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof. f. Sections 4(e), 4(f), 8(b) (but solely with respect to supply Kitsales made pursuant to Section 4(e)), Set 16 (solely for the period specified therein), 14, 15, 21, 22, 23, 24 and 26 shall survive termination or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under expiration of this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 11.1 Unless terminated earlier in accordance with the provisions of this Clause 11 or Clause 15, this License Agreement shall commence upon the Effective Date andcontinue in force, unless terminated earlier pursuant to this Agreementon a country-by-country basis and a Product-by-Product basis, shall continue until the tenth anniversary later of (i) expiry of the Effective Date last Valid Claim in the Lonza Patent Rights, and (ii) so long as the GS System Know-How remains secret and substantial (the “Term”). For the avoidance of doubt, it is understood and agreed that upon expiration of the Term, Kolltan shall have the license and rights set forth in Clause 4.6. 3.2 Upon Forty11.2 Kolltan may terminate this License Agreement in its entirety or on a Product-two by Product basis by giving sixty (4260) months following calendar days notice in writing to Lonza. 11.3 Either Lonza or Kolltan may terminate this License Agreement forthwith by notice in writing to the Effective Date and for other upon the occurrence of any of the following six (6) months, events: 11.3.1 if the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term other commits a material breach of this License Agreement beyond which in the fifth anniversary case of a breach capable of remedy shall not have been remedied within [**] calendar days or such other reasonable period of time as mutually agreed by the Parties, of the Effective Date (“Renegotiation Period”). If receipt by the Parties come to other of a notice identifying the breach and requiring its remedy. 11.3.2 if the other Party experiences an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall applyInsolvency Event. In the case the Parties will not reach of Kolltan experiencing an agreementInsolvency Event, either Party has the Lonza’s right to terminate this Agreement giving forthwith as set out in the preceding sentence shall remain, but even if Lonza does so terminate, Lonza shall conduct good faith discussions with Kolltan exploring ways in which this License Agreement might continue. 11.4 If at any time during the Term, Kolltan knowingly and directly opposes or assists any Third Party to oppose the other Party at least twelve (12) months written notice prior to the fifth anniversary grant of letters patent or any patent application within any of the Effective Date otherwise Lonza Patent Rights or knowingly and directly disputes or assists any Third Party to dispute the Agreement will automatically continue for validity of any patent or patent application within any of the remaining term on Lonza Patent Rights or any of the terms claims thereof (other than in defense to any claim of infringement of any of the Lonza Patent Rights brought by Lonza) and conditions set forth hereinLonza is able to provide proof thereof, Lonza shall be entitled at any time thereafter to terminate the licenses under such Lonza Patent Rights granted hereunder forthwith by written thirty (30) calendar days’ notice to Kolltan. 3.3 It 11.5 If this License Agreement is agreed between terminated under Section 11.2, 11.3 or 11.4, any and all licenses granted hereunder (or in the Parties that in case of termination in relation to a specific Product under Section 11.2, then the licence to such Product only) shall terminate with effect from the date of termination and Kolltan shall destroy all Materials and shall certify such destruction within [**] calendar days thereafter in writing to Lonza. Notwithstanding the Agreement foregoing, after the date of termination Kolltan shall be entitled to (i) complete any Products already in manufacturing as of such date and (ii) subject to the royalties set forth in Article 3.2Clause 5, sell or otherwise dispose of (x) Products already in the manufacture commercial stream and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18y) months following the termination noticeProducts manufactured pursuant to (i) above. 3.4 This 11.6 If this License Agreement may be is terminated by either Party Lonza pursuant to Clause 11.3 or 11.4 and Kolltan has granted one or more sublicenses to a Sublicensee prior to such termination, then Lonza shall enter into licenses directly with each such Sublicensee granting each such Sublicensee the right to continue to use the GS System under the Lonza Intellectual Property to the extent previously permitted subject to provisions substantially equivalent to the applicable terms of this License Agreement, provided that such Sublicensee (i) is not a Competing Contract Manufacturer; (ii) has not suffered an Insolvency Event; and (iii) has not committed any unremedied material breach of the relevant sublicense. 11.7 If this License Agreement is terminated pursuant to an Insolvency Event suffered by Lonza under Clause 11.3.2, Lonza shall use good faith best efforts to procure the continuation of this License Agreement through Lonza Group AG or other Lonza Affiliate, as applicable. 11.8 Termination for whatever reason or expiration of this License Agreement shall not affect the accrued rights of the Parties arising in any way out of this License Agreement as at the date of termination or expiration. The right to recover damages against the other and all provisions which are expressed to survive this License Agreement shall remain in full force and effect. 11.9 All intellectual property rights and licenses granted under or pursuant to this License Agreement by Lonza are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, licences of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that Kolltan, as licensee of such rights under this License Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event of the commencement of a material breach bankruptcy proceeding by or against Lonza under the U.S. Bankruptcy Code or any analogous provisions in any other Party of the terms country or jurisdiction, Kolltan shall be entitled to retain any such intellectual property and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt all embodiments of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Partyintellectual property. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 (a) The term “Term” of this Agreement is for a period of one (1) year from the Effective Date ("Initial Term") and will automatically renew for additional one (1) year terms (“Renewal Term”) and continue in full force and effect until one of the following events occur: (i) Depositor and Beneficiary provide Escrow Agent with sixty (60) days’ prior written joint notice of their intent to terminate this Agreement; (ii) Beneficiary provides Escrow Agent and Depositor with sixty (60) days’ prior written notice of its intent to terminate this Agreement; or (iii) the Agreement terminates under another provision of this Agreement. If the Effective Date is not specified in the Introduction section, then the last date noted on the signature blocks of this Agreement shall commence upon be the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)Date. 3.2 Upon Forty-two (42b) months following Unless the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the express terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Periodprovide otherwise, then for the remaining five (5) years upon termination of this Agreement the renegotiated terms and conditions shall applyAgreement. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party Except in the event of a material termination of this Agreement due to the fault of or breach by Depositor, in which case Escrow Agent shall release the other Party Deposit Material to the Beneficiary, Escrow Agent shall return the Deposit Material to the Depositor. If reasonable attempts to return the Deposit Material to Depositor are unsuccessful, Escrow Agent shall destroy the Deposit Material. (c) Agent shall be permitted to terminate this Agreement and return the Deposit Material to Depositor for the failure of the terms and conditions hereofBeneficiary to timely pay any undisputed Service Fees for which Beneficiary is expressly responsible under Exhibit A; provided, however, that no termination may occur for non-payment of fees by Beneficiary unless and until the other Party shall first give Escrow Agent has provided Beneficiary with sixty (60) days notice and Beneficiary fails to pay such undisputed fees within such sixty day period. Escrow Agent also may terminate this Agreement for any failure by Depositor to pay any Service Fees for which Depositor is expressly responsible under this Agreement if the Escrow Agent provides written notice to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt Parties of such Breach Notice, the breaching Party shall have failure or material breach and intention to terminate and Depositor fails to cure such failure or material breach within thirty (30) days to respond by curing after receipt of such breach. If the breaching Party does not cure such breach within such periodnotice; provided, the other Party may terminate the Agreement without prejudice however, that prior to any other rights or remedies which may be available such termination becoming effective the Escrow Agent shall first deliver to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning Depositor above all of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationDeposit Material. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of (a) You agree that this Agreement shall commence upon Lease will become effective only when both you and Sunrun have signed the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)Lease. 3.2 Upon Forty(b) This Lease will continue in effect for twenty (20) years from the date that Sunrun receives notice from the Utility that the Solar Facility is approved for operation ("In-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”Service Date"). If This period shall be called the Parties come to an agreement during the Renegotiation Period, then for the remaining five "Initial Term." (5c) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties Sunrun will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed notify you between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken prior to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property end of the Party not seeking such reliefInitial Term (or any Renewal Term) that this Lease will automatically renew for an additional one-year term ("Renewal Term"), unless terminated by either you or Sunrun. Either you or Sunrun may terminate this Lease by giving the other party to this Lease a termination notice at least twenty (20) days prior to the expiration of the Initial Term. At the end of any Renewal Term, this Lease shall be automatically renewed for an additional Renewal Term, unless either you or Sunrun gives the other party to this Lease a termination notice at least twenty (20) days prior to the expiration of the Renewal Term then in effect. 3.8 Notice (d) If at the end of Termination the term of this Lease either you or Sunrun do not wish to renew it, Sunrun will remove the Solar Facility at no cost to you (unless the term of this Lease is automatically renewed). Sunrun agrees to leave your Property in the same general condition that existed immediately prior to removal of the Solar Facility. (e) If you cancel this Lease pursuant to Section 3, you will not be refunded your Deposit set forth on Exhibit A and Breach Notice are you will owe Sunrun no further payment. If Sunrun modifies your Lease pursuant to any of the factors listed in Section 4(a) such that there is a decrease in the annual energy production estimate, or if the payment terms increase, or if it is determined that you must pay for any site improvements to accommodate a solar system, then you may cancel this Lease and your Deposit will be sent by registered letterrefunded.

Term and Termination. 3.1 6.1 The term of this Agreement shall will commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following on the Effective Date and shall continue and remain in full force and effect thereafter, unless sooner terminated in accordance with the terms of this Agreement. 6.2 In the event that IMCH defaults in respect to or breaches any material provision of this Agreement, or fails to account or pay to ZHM the payments due and payable to ZHM hereunder, ZHM reserves the right to cancel the license and covenants herein granted upon at least thirty (30) days written notice to IMCH; provided, however, that if IMCH within the thirty (30) day period referred to, cures such default or breach, the license and covenants herein granted shall continue in full force and effect. The periods specified in this paragraph shall be determined from the date of receipt of the written notice by IMCH. 6.3 In the event of any termination of this Agreement as a result of any breach or default by IMCH or as result of a notice of termination, IMCH shall not be relieved of the duty and obligation to pay in full any royalties accrued or any unpaid portion of the payments due in accordance wit this Agreement, which shall become due and payable at the effective date of such termination, and to submit to ZHM the written statement set forth in Section 5.2. 6.4 In the event of any termination of this Agreement, IMCH shall promptly make an accounting to ZHM of the inventory of Licensed Products that it and sub-licensees have on hand as of the date of such termination. IMCH shall then have the right, for the following a period of six (6) monthsmonths after said termination, to sell such inventory subject to the Parties agree to meet royalty payment obligations in order to discuss, Section 3. 6.5 This Agreement and all Licenses and covenants herein shall automatically terminate in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)event that IMCH becomes insolvent or files for bankruptcy. If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions Further ZHM shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributableIMCH winds up, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Productdissolves, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementotherwise ceases doing business. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this (a) This Agreement shall commence upon be effective as from the Effective Date. It shall remain in force for the duration of the Term as from the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary expiry of the Term. (b) At the execution, Licensor may, in its own discretion, offer to Licensee to enter into this Agreement for a free trial term of thirty (30) days from the Effective Date (“the Trial Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, which case Licensee as well as Licensor may terminate the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement at any time during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms Trial Term with immediate effect and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for will, unless terminated in accord- ance with the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that foregoing in case of termination of the Agreement this Article 10(b), be continued as set forth in Article 3.210(a). (c) The Agreement may be terminated at any time with immediate effect by giving written no- ▇▇▇▇ to the other Party (i) by either Party if the other Party is in material breach of the Agree- ment and such breach, if curable, remains uncured for more than fifteen (15) days after the terminating Party requesting the other Party in writing to cure the breach; (ii) by either Party if the other Party becomes or is declared insolvent, enters into liquidation or into any debt restructuring or similar proceedings; and (iii) by Licensor if Licensee fails to pay any Fee that is outstanding for more than thirty (30) calendar days and not paid within fifteen busi- ness (15) days from the receipt of a reminder from Licensor requesting the payment of the outstanding fees. (d) Licensor shall be entitled to terminate Maintenance and Support and/or any Additional Ser- vices at any time with immediate effect by giving notice in text to Licensee if Licensee delivers a Notice of Objection as set forth in Article 11. (e) The Parties agree that the license grant set forth in Article 3 shall, subject to the following in this Article 10(e), remain unaffected by and continue beyond the expiry or termination of this Agreement; provided, however, that if Licensor terminates the Agreement based on Article 10(c), the manufacture license grant shall terminate with immediate effect and supply Licensee shall cease all use of KitLicensed Materials and destroy all copies of Licensed Materials (excluding any Background Materials included in Results) in Licensee's possession or control. For the avoidance of doubt, Set the Parties agree that a termination of Maintenance and Final Product will continue Support and/or any Additional Services by Licensor based on Article 10(d) shall not affect the terms license grant set forth in Article 3 and conditions that in case of such termination by Licensor, Licensee shall remain entitled to use the Licensed Materials as set forth in this Agreement for eighteen (18) months following the Agreement, but that Licensor shall no longer be obligated to provide Maintenance and Support and/or any Additional Services to Licensee as from such termination noticebased on Article 10(d). 3.4 This Agreement may be terminated by either Party (f) Except as otherwise expressly provided in the event of a material breach by the other Party this Agreement, Articles 1 (Definitions), 3 (Scope of the terms License), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No Warranty, Exclusion and conditions hereof; providedLimitation of Liability), however10(e) and (f) (Effects of Termination), the other Party 12 (General Provisions) and 13 (Governing Law and Place of Jurisdiction) shall first give to the breaching Party written notice survive termination or expiry of the proposed this Agreement. The termination or expiry of this Agreement (“Breach Notice”), specifying shall not affect the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of Parties accrued during the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationTerm. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 5.1. This Agreement shall commence be deemed effective upon the Effective Date andfirst stated above, and continue for a period of two years until March 14, 2006 (“End Date”), unless earlier terminated earlier in accordance with this Section 5, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. This agreement shall become binding upon execution by the Parties. No order or request for services under this Agreement shall be processed before the Effective Date, except as otherwise agreed to in writing by the Parties. No order or request for services under this Agreement shall be processed before CLEC has established a customer account with Sprint and has completed the Implementation Plan described in this Agreement. 5.2. In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the non- defaulting Party may immediately terminate this Agreement in whole or in part provided that the non-defaulting Party so advises the defaulting Party in writing of the event of the alleged default and the defaulting Party does not remedy the alleged default within sixty (60) Days after written notice thereof. The non- defaulting Party shall be entitled to pursue all available legal and equitable remedies for such breach. 5.3. Sprint may terminate this Agreement upon ten (10) Days notice if CLEC is not exchanging traffic with Sprint or has not submitted orders pursuant to this Agreement, shall continue until the tenth anniversary Agreement within one-hundred-eighty (180) Days of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall applyDate. In case the Parties will not reach an agreementaddition, either Party has Sprint reserves the right to terminate this Agreement giving immediately upon notice from the CLEC that is has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and immediately terminate this Agreement. 5.4. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party at least twelve (12) months written notice or which thereafter may accrue in respect to any act or omission prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereintermination or from any obligation which is expressly stated herein to survive termination. 3.3 It is agreed between 5.5. Notwithstanding the Parties above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that in case of termination of the Agreement as set forth in Article 3.2Sprint uses to provide Telecommunications Services, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in then Sprint may terminate this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly part as to that particular exchange or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement group of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within exchanges upon sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefDays prior written notice. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 11.1 This Agreement shall remain in full force and effect until all Order Forms entered into hereunder have terminated or expired or until earlier terminated in accordance herewith. Each Order Form shall commence upon on the Effective Subscription Start Date and, unless terminated earlier pursuant to this Agreement, set forth in the Order Form and shall continue until for the tenth Subscription Term set forth therein unless earlier terminated in accordance herewith. Unless either party provides the other party of written notice of termination at least 30 days prior to the end of the then current Subscription Term, the Subscription Term will be extended for an additional twelve months on each anniversary of the Effective Subscription Start Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet provided that Licensee either submits a purchase order or makes payment in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary full of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then applicable annual license fees for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice such renewal Subscription Term prior to the fifth anniversary commencement of the Effective Date otherwise renewal Subscription Term. If Licensee does not submit a purchase order or make payment in full on or before the Agreement commencement of the renewal Subscription Term, the Subscription Term will automatically continue for immediately terminate without further action by the remaining term on the terms and conditions set forth hereinparties. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 11.2 This Agreement or an individual Order Form may be terminated (a) in the case of RStudio, if you fail to pay any amount due to RStudio within ten (10) days after written demand by RStudio for payment thereof, (b) by either Party in the event of a material breach by party if the other Party of the terms and conditions hereof; providedparty becomes insolvent, however, the other Party shall first give resolves to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in file bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which the other party and such petition is not dismissed discharged within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty filing, (60c) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property mutual written agreement of the Party not seeking parties, or (d) by either party if the other party materially breaches this Agreement and fails to cure such reliefbreach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof. 3.8 Notice 11.3 Upon any termination of this Agreement or the affected Order Form, you and your Users shall immediately cease all use of the Software and certify in writing to RStudio within thirty (30) days after termination that such Software and all copies thereof have been destroyed, purged or returned to RStudio. Termination of this Agreement or an Order Form shall not limit either party from pursuing any remedies available to it, including injunctive relief, or relieve you of your obligation to pay all fees that have accrued, have been paid, or have become payable to RStudio. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement (including, without limitation, the provisions of Sections 1, 6, 7, 8.3, 8.4, 9, 10, 11.3 and Breach Notice are to be sent by registered letter13) shall survive such termination.

Term and Termination. 3.1 The term of this 5.1. This Agreement shall commence be deemed effective upon the Effective Date andfirst stated above, and continue for a period of two years until April 23, 2006 (“End Date”), unless earlier terminated earlier in accordance with this Section 5, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. This agreement shall become binding upon execution by the Parties. No order or request for services under this Agreement shall be processed before the Effective Date, except as otherwise agreed to in writing by the Parties. No order or request for services under this Agreement shall be processed before CLEC has established a customer account with Sprint and has completed the Implementation Plan described in this Agreement. 5.2. In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the non- defaulting Party may immediately terminate this Agreement in whole or in part provided that the non-defaulting Party so advises the defaulting Party in writing of the event of the alleged default and the defaulting Party does not remedy the alleged default within sixty (60) Days after written notice thereof. The non- defaulting Party shall be entitled to pursue all available legal and equitable remedies for such breach. 5.3. Sprint may terminate this Agreement upon ten (10) Days notice if CLEC is not exchanging traffic with Sprint or has not submitted orders pursuant to this Agreement, shall continue until the tenth anniversary Agreement within one-hundred-eighty (180) Days of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall applyDate. In case the Parties will not reach an agreementaddition, either Party has Sprint reserves the right to terminate this Agreement giving immediately upon notice from the CLEC that is has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and immediately terminate this Agreement. 5.4. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party at least twelve (12) months written notice or which thereafter may accrue in respect to any act or omission prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereintermination or from any obligation which is expressly stated herein to survive termination. 3.3 It is agreed between 5.5. Notwithstanding the Parties above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that in case of termination of the Agreement as set forth in Article 3.2Sprint uses to provide Telecommunications Services, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in then Sprint may terminate this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly part as to that particular exchange or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement group of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within exchanges upon sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefDays prior written notice. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this (a) This Agreement shall commence will become effective upon the Effective Date anddate first set forth above, unless terminated earlier pursuant to this Agreement, shall will continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue effect throughout the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation PeriodDistribution Agreement, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of upon any termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereofDistribution Agreement; provided, however, that, notwithstanding such termination of the Distribution Agreement, the Adviser will continue to pay to Distributor all fees to which Distributor is entitled pursuant to the Distribution Agreement for services performed through such termination date and any other fees payable upon such termination. (b) This Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the NASD, and the Adviser may terminate this Agreement immediately upon written notice in the event the Distributor's NASD membership is suspended. (c) In addition, either party may immediately terminate this Agreement in whole or if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or with the service and payment model remaining substantially as reflected herein, a substantial risk that such a violation could occur would be incurred. (d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other Party shall first give party materially breaches this Agreement and the breach is not remedied within 30 days after the party wishing to terminate gives the breaching Party party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, ; (ii) monthly payments overdue for more than three (3) monthsa final judicial, (iii) payments for Final Product exceeding an accumulated amount regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of ***** overdue for more than three (3) month, (iv) funds held criminal or unethical behavior in the Escrow Account have not been made available to EZN for the purpose conduct of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, business; or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party party makes an assignment for the benefit of its creditors, files a voluntary petition in bankruptcyunder any bankruptcy or insolvency law, is adjudicated a bankrupt, becomes the subject of an involuntary petition under any bankruptcy or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which law that is not dismissed within sixty (60) days 60 days, or proceedings are taken to liquidate a trustee or receiver is appointed under any bankruptcy or insolvency law for the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefother party or its property. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this This Master Services Agreement shall commence upon on the Effective Date and, unless terminated earlier pursuant to this Agreement, and shall continue until the tenth anniversary expiration of the Effective Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12. Each Subscription purchased under an Order Form shall commence on the Date (“Term”). 3.2 Upon Forty-two (42) months following specified in the Effective Date Order Form and shall continue for the following six (6) monthsInitial Subscription Term set out in the Order Form. Thereafter, unless stated otherwise in the applicable Order Form, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term Subscription shall automatically renew for successive periods of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the fifth anniversary end of the Effective Date Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with the Agreement will automatically continue for provisions of this section 12. At the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination end of the Agreement as set forth in Article 3.2Subscription Term, the manufacture Client’s access and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party use of the terms and conditions hereof; provided, however, the other Party Services shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereofautomatically terminate. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without Without prejudice to any other rights or remedies to which the Parties may be available entitled, either Party may terminate this Master Services Agreement or an Order Form without liability to the non-breaching other at any time with immediate effect upon written notice if the other Party.: 3.5 Material 12.3.1 is in material breach of MIPI’s any of its obligations under this the Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) monthsand, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available case of a breach which is capable of remedy, fails to EZN for the purpose of decontamination and decommissioning remedy such breach within thirty (30) days following notice of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* breach; or 12.3.2 files, or has filed against it, a petition of commissioning of the high throughput facility, (v) breach of exclusivity clausebankruptcy or insolvency, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed vacated within sixty (60) days being filed; or proceedings are taken to liquidate shall have a receiver or administrative receiver appointed over it or any of its assets; or shall pass a resolution for winding-up or dissolution of the assets business affairs of such an entity; or if the other Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason: 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the property applicable Order Form in the case of termination of an individual Order Form only) shall (i) immediately terminate and Client shall immediately cease the use of the Party not seeking Services; 12.4.2 Client shall (i) in the case of termination of this Master Services Agreement, promptly pay all Fees due or to become due through the effective date of termination; and (ii) in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such reliefterminated Order Form; 12.4.3 Productsup shall refund on a pro-rata basis any Fees paid by Client in advance for the Services; and 12.4.4 the Parties shall comply with the obligations set out in section 13.4. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 5.1 This Agreement shall commence upon on the Effective Date anddate shown first above and expire, unless earlier terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that date as specified in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies Schedule 4 which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributableamended, in whole or in part, directly by agreement between all parties hereto from time to time. 5.2 Either the TA or indirectly, PCCWHKTC (with the consent of the TA) shall have the right to MIPI terminate this Agreement at any time by giving to the Intermediary 14 days’ notice in writing to that effect in any of the following events: (a) if the Intermediary is in breach of any of its obligations hereunder and fails to remedy such breach within fourteen (14) days of receiving a written notice so to do; or (b) if any corporate action or other steps are taken or legal proceedings are started for the Intermediary’s winding up or if the Intermediary makes any arrangements or composition with its licensee, creditors or has a receiver appointed or enters into liquidation (iiother than a voluntary liquidation for the purpose of reconstruction or amalgamation); or (c) EZN the Intermediary is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications not performing its obligations under this Agreement in accordance with good business standards or applicable professional code of conduct. 5.3 The Intermediary shall have the right to terminate this Agreement at any time by giving to the TA and PCCWHKTC 14 days’ notice in writing to that effect if the TA or PCCWHKTC is in breach of any of its obligations hereunder and fails to remedy such breach within one fourteen (114) week days of receiving a written notice so to do. In the event of termination pursuant to this Clause 5.3, PCCWHKTC shall as soon as practicable pay the Intermediary for all Services rendered by the Intermediary prior to the date of termination which shall be reimbursed to PCCWHKTC in accordance with the arrangements set out in Clause 3.1. 5.4 The expiration or termination of this Agreement for whatever cause shall be without prejudice to any pre-existing rights and obligations of the delivery date of the originally scheduled order of Kit, Set or Final Product, parties hereunder. 5.5 If this Agreement is terminated pursuant to Clauses 5.2(a) or (iii) if c), PCCWHKTC shall have the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN right to supply Kit, Set or Final Product forfeit all outstanding Charges due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementthe Intermediary. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term This Agreement shall take effect from the Effective Date and shall continue to be in force for an initial period of this Agreement 1 year[s] ("Initial Term”). A new 1-year Term shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary expiration of the Effective Date (“Initial Term”). 3.2 Upon Forty. This renewal and termination procedure shall apply for each subsequent 1-two (42) months following year Term after the Effective Date and for the following six (6) monthsInitial Term. Notwithstanding Clause 3.1, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated at any time in any of the following ways: on at least 3 months’ notice by Contractor to SeaRates; at any time by SeaRates on the expiry of 1 months’ notice to Contractor; or failure by either Party in the event of to remedy a material breach of this Agreement which has not been remedied within 15 Days after notice of the breach has been served by the other party; immediately by either Party of the terms and conditions hereof; provided, however, if the other Party shall first give enters into any form of insolvency, bankruptcy, receivership, administration, or ceases or threatens to the breaching cease to carry on its business, or passes a resolution for winding up, or is unable to pay its debts; if either Party written notice due to an event of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such periodforce majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the other Party may terminate this Agreement with immediate effect. ‘Material breach’ of this Agreement includes a breach of the Contractor’s insurance obligations, in accordance with Section 7; a failure by Contractor to pay claims when due, or a failure on the part of the Contractor to fulfil and deliver any of the Services as defined herein on 3 occasions each month for 2 consecutive months and such failure reoccurs in the third consecutive month. Termination of this Agreement for any reason whatsoever shall be without prejudice to any other the Parties' rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s and obligations under the Agreement which have accrued prior to termination. The clauses and provisions of this Agreement which by their nature survive termination shall mean remain in full force and be limited to: (i) milestone payments effect notwithstanding the termination of this Agreement for facility setup overdue for more than three (3) monthswhatever reason. If this Agreement is terminated the Contractor shall immediately return to SeaRates, (ii) monthly payments overdue for more than three (3) monthson receipt of SeaRates’s written instruction, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) monthall SeaRates’s lists, (iv) funds held operations manuals, technical guidelines, documents and/or property relating and/or belonging to SeaRates in the Escrow Account have not been made Contractor’s possession. Should the Contractor fail to make available to EZN for the purpose items within 14 (fourteen) Days of decontamination and decommissioning receipt of a written instruction as per 3.5 above, the Contractor shall compensate SeaRates the insured value of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationitems. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon the Effective Date and, unless 7.1 Unless and until terminated earlier pursuant to this Agreementsection 7 or section 13, this Agreement shall continue until the tenth anniversary in force for an initial term of the Effective Date five (“Term”). 3.2 Upon Forty-two (425) months following years from the Effective Date and shall thereafter be automatically renewed for additional twelve (12) month terms, each commencing upon the expiration of the previous term. 7.2 Either Party may terminate without cause any Services in whole or in part at any time upon ninety (90) days prior written Notice to the other Party. Service Recipient shall continue to pay fees for the following terminated Services received during such ninety (90) day period and during any period in which transition assistance is provided under section 7.9. In the case of a Service Provider termination Notice, such Notice period shall be extended to take into account the transition assistance described in section 7.9 necessary to ensure that either the Service Recipient’s (a) assumption of such Services or (b) receipt of such Services from a Third Party is reasonably enabled. 7.3 This Agreement or any SOW may be terminated by a non-defaulting Party if a material default (including by any Contractor of a Party) occurs and (i) shall continue unremedied for thirty (30) days after the defaulting Party has received written Notice of such a default or (ii) after agreeing to a remediation plan with the non-defaulting Party, the defaulting Party fails to substantially implement such plan within thirty (30) days after the defaulting Party has received written Notice of such a default. 7.4 A Party may terminate this Agreement or any SOW immediately by written Notice to the other Party if so required by any Law or Governmental Entity. 7.5 Upon a Party (a) entering into arrangements with its creditors, (b) seeking the benefit or protection of bankruptcy proceedings or (c) becoming insolvent or discontinuing its operations, the other Party may terminate this Agreement and all SOWs hereunder at any time upon provision of prior written Notice to the terminated Party. 7.6 This Agreement and any SOW may be terminated as to a Party in the event of the exercise of authority by a Governmental Entity, which results in the expropriation or confiscation of that Party’s business property or any of that Party’s authorization or rights under this Agreement, upon provision of written Notice to the other Party, which written Notice includes the applicable termination date. 7.7 Subject to sections 7.9 and 7.10, this Agreement and any SOW will be automatically terminated as to any Party in the event of (a) the dissolution of that Party or (b) the divestiture and subsequent loss of “Affiliate” status hereunder of that Party. 7.8 Termination or expiration of this Agreement or any SOW shall not terminate the obligation of the Parties to pay fees and expenses that may be due and unpaid on the date of termination or expiration or for Services that have been provided but which have not yet been invoiced on the date of termination or expiration. For the avoidance of doubt, if any SOW remains in effect at such time that this Agreement is terminated or expires, then notwithstanding such termination or expiration of this Agreement, each such SOW shall continue in effect for the term provided therein, and the terms and conditions of this Agreement shall remain applicable thereto. 7.9 Subject to section 7.10, (a) commencing six (6) monthsmonths prior to the expiration of this Agreement or any SOW or (b) commencing upon a notice of non-renewal or termination of an SOW or this Agreement (if there are outstanding SOWs at such time), including termination pursuant to section 7.7(a), and continuing (as requested by Service Recipient) for up to eighteen (18) months after the effective date of expiration or, if applicable, of termination of an SOW or this Agreement (the “Transition Period”), the Service Provider shall provide to the Service Recipient, or at the Service Recipient’s request to the Service Recipient’s designee, the reasonable termination or expiration assistance requested by the Service Recipient (the “Transition Services”) to allow the Services being performed under this Agreement or the SOW to continue without interruption or adverse effect and to facilitate the orderly transfer of such Services to the Service Recipient or its designee. Service Provider shall also provide Transition Services in the event of any partial termination of this Agreement or an SOW by Service Recipient, such assistance to commence upon Service Recipient’s notice of termination to Service Provider. If requested by Service Provider, prior to provision of termination or expiration assistance to any designee of Service Recipient, Service Recipient will ensure that such designee has first signed a confidentiality agreement with Service Provider, which contains terms and conditions reasonably acceptable to Service Provider. Each Party shall bear its own costs incurred in connection with the Transition Services. 7.9.1 Service Provider shall use commercially reasonable efforts to provide Transition Services utilizing Service Provider personnel then being regularly utilized in performing the Services. 7.9.2 The Parties will agree on specific Transition Services to meet be furnished by Service Provider, provided that Transition Services shall include, as a minimum: (i) assisting Service Recipient in order the development of a transition plan, (ii) making available necessary personnel and resources to discussfacilitate the transition, and (iii) reasonable support for the transition of data and systems to the Service Recipient or its designee. In the event Service Recipient elects not to purchase Transition Services, Service Provider shall not, through any acts or omissions, in any manner knowingly impede the transition process. 7.9.3 During the Transition Period, Service Provider shall continue to provide the Services to the Company on the terms and conditions of this Agreement and any applicable SOW. All representations, warranties and covenants relating to the Services shall apply to the Transition Services and will survive the expiration or termination of this Agreement with respect to the Transition Services. 7.9.4 Any disputes between the Parties concerning the provision of any such Transition Services shall be resolved in accordance with the dispute resolutions provisions of this Agreement. 7.10 In the event that Synchrony Financial divests its interest in a Party to this Agreement due to the insolvency of such Party, (i) the terms of this Agreement shall continue to govern any SOW’s that have been entered into between the Parties prior to the effective date of such divestiture for a period of twelve (12) months after such divestiture; and (ii) the terms of section 7.9 shall not apply and the divested Party shall not be entitled to receive any Transition Services in connection with such divestiture. If such divested Party is not insolvent at the time of divestiture by Synchrony Financial, (i) Service Provider agrees to undertake, in good faith, the terms and conditions under negotiation of a transition services agreement pursuant to which the Parties intend to continue the term of this Agreement beyond the fifth anniversary (if executed) certain of the Effective Date (“Renegotiation Period”). If Services described herein would be provided at the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary election of the Effective Date otherwise entity purchasing the Agreement will automatically continue for the remaining term on the terms divested Party; and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount the terms of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It section 7.9 shall not apply and neither the divested Party nor the entity purchasing the divested Party shall be considered a Supply Breach in entitled to receive any Transition Services prior to or following the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementdivestiture. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 2.1 This Agreement shall be valid and be in effect for the duration of the term as specified in Schedule 1 and shall be automatically renewed, upon the same terms and conditions, save and except for the Licence Fee, for successive terms of one (1) year each, unless earlier terminated in accordance with the terms hereinafter contained. The Licence Fee for each renewed term may be revised to the prevailing market rate or any rate deemed appropriate by Bursa Information. In the event Bursa Information revises the Licence Fee for any renewed term, Bursa Information shall notify the Subscriber in writing of the revised Licence Fee, no less than thirty (30) days prior to the expiry of the term or renewed term and such revised Licence Fee shall take effect on the commencement of the renewed term. 2.2 Subject always to clause 2.4, either party may terminate this Agreement at any time by giving the other thirty (30) days written notice of such intention; and upon such termination, both parties shall commence upon the Effective Date and, be discharged from any further obligation under this Agreement unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)otherwise specified. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months2.3 Notwithstanding clause 2.2 above, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions BURSA INFORMATION shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party forthwith in the event that:- (a) the Subscriber is in breach of any provision of this Agreement at any time, provided always that BURSA INFORMATION shall have first served upon the Subscriber a material notice in writing specifying the breach by and requiring that the other Party Subscriber remedy the breach within fourteen (14) days after receipt of the terms and conditions hereof; provided, however, notice AND the other Party shall first give Subscriber fails to so remedy the breach or justify the breach to the breaching Party written notice satisfaction of BURSA INFORMATION within such time specified or; (b) the proposed Subscriber becomes bankrupt or if a winding up order has been made against the Subscriber or; (c) the Subscriber assigns its estate for the benefit of creditors or a receiver and/or manager has been appointed in respect of its assets or business or becomes subject to any compromise or arrangement for the purpose of any scheme for reconstruction or amalgamation. 2.4 The termination of this Agreement (“Breach Notice”), specifying in accordance with the grounds thereof. Upon receipt of such Breach Notice, the breaching Party provisions herein shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement be without prejudice to any other rights or remedies which either party may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event acquired against the other Party files a petition party hereto in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to respect of any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefantecedent breaches. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 14.1 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (a) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; (b) ESCALON’s rights to inspect books and records as described in Section 5, and LICENSEE’s obligations to keep such records for the required time; (c) Obligations to hold harmless, defend and indemnify ESCALON under Section 13; (d) Any cause of action or claim of LICENSEE or ESCALON accrued or to accrue because of any breach or default by the other Party hereunder; (e) The general rights, obligations, and understandings of Sections 2, 12, 17, 18, 19, 27 and 28; and (f) All other terms, provisions, representations, rights and obligations contained in this Agreement shall commence upon the that by their sense and context are intended to survive until performance thereof by either or both Parties. 14.2 This Agreement will become effective on its Effective Date and, unless terminated earlier pursuant to under another specific provision of this Agreement, shall continue will remain in effect until and terminate upon the latter of (a) the last to expire of Licensed Patents, (b) the tenth anniversary date of the Effective Date or (“Term”). 3.2 Upon Forty-two (42c) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order date of Kit, Set the First Commercial Sale. 14.3 If LICENSEE shall at any time default in the payment of any royalty or Final Productthe making of any report hereunder, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to make any bankruptcy, insolvency or reorganization statute or proceedingfalse report, or if a petition in bankruptcy is filed against it which is not dismissed either Party shall commit any material breach of any covenant or promise herein contained, and shall fail to remedy any such default, breach or report within sixty (60) days or proceedings are taken after written notice thereof by the other Party specifying such default (15 days with respect to liquidate non-payment of monies by LICENSEE), then that other Party may, at its option, terminate this Agreement and the assets license rights granted herein by notice in writing to such effect. Any such termination shall be without prejudice to either Party’s other legal rights for breach of this Agreement. 14.4 LICENSEE may terminate this Agreement at any time by giving ESCALON a notice of termination, effective ninety (90) days thereafter. Such notice shall be deemed by the Parties to be final and, immediately upon receipt of such Party which are not stayed notice of termination, ESCALON shall have the right to enter into agreements with others for the manufacture, sale, and/or use of any Products in the Field of Use. Notwithstanding the right of termination, LICENSEE shall pay all royalties due to ESCALON pursuant to this Agreement. 14.5 This Agreement and all license rights granted herein will immediately terminate within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property 18 months of the Party not seeking such reliefeffective date of this Agreement unless prior to that time LICENSEE has completed the Required $1,000,000 Funding Closing and has notified ESCALON of that closing under Section 7.4. 3.8 Notice 14.6 ESCALON may terminate this Agreement if LICENSEE has not completed a clinically acceptable prototype within three years of Termination and Breach Notice are to be sent by registered letterthe Effective Date. Subsequently thereafter, ESCALON may terminate this Agreement if LICENSEE has not achieved its First Commercial Sale within five years after the Effective Date.

Term and Termination. 3.1 The term 13.1 This Agreement shall be valid and enforceable from the date of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue and until the tenth anniversary occurrence of any of the Effective Date following events: (“Term”). 3.2 Upon Forty-two (42a) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving serves to the other Party at least twelve 14 (12fourteen) days’ prior written notice declaring its/his intention to terminate this Agreement; (b) a Party may terminate this Agreement by serving a written notice to the other Party: (i) if the defaulting Party breaches or has breached any provision of this Agreement, Terms & Conditions, violates or fails to comply with any Applicable Law or rules of the Source of Fund, and such breach has not been remedied within 7 (seven) days from the date of receipt of such notice. (ii) if a Party becomes insolvent, winding up, under any receivership order, bankrupt, business rehabilitation process, enter into any arrangement with its/his creditor(s); or (iii) there is any claim or suspension notice in relation to the Account given through Opn Payments by the Source of Fund or the Authority. 13.2 Opn Payments shall cease providing the Service to the Merchant and reserves its right to block the withdrawal or transfer function of the Merchant’s Account. The Merchant agrees that: (a) in case there is any Balance remaining in the Account after the effective date of termination, such remaining Balance may be, at its sole discretion of Opn Payments, safekept in the Account for up to 12 (twelve) months written notice from the date of the last transaction and Opn Payments has the right to offset the Balance with any refund, Dispute, reversed payment or any other costs and expenses arising due to the Transaction Amount after termination; (b) in case the remaining Balance under Clause 13.2(a) is insufficient or there is no Balance remained in the Account, the Merchant shall, within 3 (three) Business Days, transfer the amount requested by Opn Payments to further handle with the any refund, Dispute, reversed payment or any other costs and expenses arising due to the Transaction Amount after termination. 13.3 The Merchant shall cease to use the other Party’s intellectual property or any other proprietary rights after the effective date of termination. 13.4 Termination under this Agreement shall not affect the right of either Party accruing prior to the fifth anniversary date of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in termination. In the event of a material breach by that the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”)is caused by the failure or breach of this Agreement of a Party, specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching defaulting Party shall be entitled to claim against the defaulting Party. 3.5 Material breach of MIPI’s 13.5 The obligations under this Agreement Clause 2.4, 3.7, 3.8, 3.9(a), 3.9(b), 4, 5, 7, 10, 11 and 13 shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationsurvive termination. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The 20.1. This Agreement shall commence on the Commencement Date and each of the Services set out in the Order Form shall commence on the Services Commencement Date for Professional Services or the Go-Live Date for annually recurring Services and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement and each Order Form shall continue to automatically renew for a Renewal Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Renewal Term, to terminate this Agreement. 20.2. Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Client breaches its obligations in Clauses 7.7 and 7.10; (b) the other Party commits a material breach of any material term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant and (if such breach is remediable) fails to this Agreement, shall continue until the tenth anniversary remedy that breach within a period of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days after being notified to respond by curing such breach. If the breaching Party does not cure such breach within such period, do so; (c) the other Party breaches any of the terms of Clause 13, Clause 19 or Clause 24; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 20.3. The Supplier may terminate the Agreement without prejudice to any other rights or remedies which may be available Subscription Services immediately on giving written notice to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: Client if the Client (i) milestone payments repeatedly fails to timely report use of the Subscription Services to the Supplier in accordance with Clause 9.3(d)3.11(d) or (ii) repeatedly or obviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. 20.4. Termination of this Agreement, for facility setup overdue any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 20.5. On termination of this Agreement for more than three any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term (as applicable); (2) any Licence Fees as set out under Clause 16.1; and (3) monthsany termination fees that the Supplier incurs from any of its Third Party Suppliers as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Supplier fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully- paid, (ii) monthly payments overdue fixed term and perpetual licences; for more than three (3) monthsmetered Products billed periodically based on usage, (iii) payments the Client must immediately pay for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning unpaid usage as of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.termination date; and

Term and Termination. 3.1 The term of this 12.1 This Agreement shall commence upon the will become effective on its Effective Date and, unless terminated earlier pursuant to under another, specific provision of this Agreement, shall continue will remain in effect until and terminate upon the tenth anniversary last to expire of Licensed Patents. 12.2 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Effective Date Parties hereunder shall cease, except as follows: (“Term”).1) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; 3.2 Upon Forty-two (422) months following the Effective Date RDLP’s rights to inspect books and records as described in Article 5, and LICENSEE’s obligations to keep such records for the following six required time; (3) Obligations of defense and indemnity under Article 11; (4) Any cause of action or claim of LICENSEE or RDLP accrued or to accrue because of any breach or default by another Party hereunder; (5) The general rights, obligations, and understandings of Articles 2, 10, 15, 17, 26 and 27; and (6) monthsAll other terms, the Parties agree to meet in order to discussprovisions, in good faithrepresentations, the terms rights and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement that by their sense and context are intended to the contrary, this Agreement may be terminated by either Party survive until performance thereof. 12.3 If LICENSEE shall at any time default in the event payment of any royalty or the other Party files a petition in bankruptcy, is adjudicated a bankruptmaking of any report hereunder, or files a petition or otherwise seeks relief under or pursuant to shall make any bankruptcy, insolvency or reorganization statute or proceedingfalse report, or if a petition in bankruptcy is filed against it which is not dismissed shall commit any material breach of any covenant or promise herein contained, and shall fail to remedy any such default, breach or report within sixty (60) days after written notice thereof by RDLP specifying such default, then RDLP may, at its option, terminate this Agreement and the license rights granted herein by notice in writing to such effect. Any such termination shall be without prejudice to any Party’s other legal rights for breach of this Agreement. 12.4 LICENSEE may terminate this Agreement by giving RDLP a notice of termination, which shall include a statement of the reasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date shall not be sooner than ninety (90) days after the date of the notice. Such notice shall be deemed by the Parties to be final. 12.5 In the event LICENSEE shall at any time during the term of this Agreement deal with the TECHNOLOGY or proceedings are taken Products in any manner which violates the laws, regulations or similar legal authority of any jurisdiction including, but not limited to, the public health requirements relating to liquidate the assets TECHNOLOGY or Products or the design, development, manufacture, offering for sale, sale or other disposition of Products, the license granted herein shall terminate immediately with respect to such Party which are not stayed Products within the territory encompassed by such jurisdiction; provided that LICENSEE has failed to take steps to cure such violation within sixty (60) days. Any assets jointly owned by days after receiving written notice from the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefapplicable legal authority. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The 5.1 Subject to the limitations herein, the term of the license set forth in this Agreement and the Maintenance and Support provided therewith shall commence be for the period specified on the invoice, commencing upon the Effective Date anddate of purchase (the “Initial Term” and with any subsequent renewal term, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty5.2 THE INITIAL TERM OF THE LICENSE SET FORTH IN THIS AGREEMENT AND THE MAINTENANCE AND SUPPORT SERVICES PROVIDED THEREWITH SHALL AUTOMATICALLY RENEW FOR SUBSEQUENT PERIODS OF ONE (1) YEAR UNLESS AND UNTIL CUSTOMER PROVIDES WRITTEN NOTICE TO TEAMSTUDIO OF ITS INTENT TO TERMINATE AT THE END OF THE THEN-two CURRENT TERM. AT LEAST THIRTY (4230) months following the Effective Date and for the following six (6) monthsDAYS PRIOR TO THE EXPIRATION OF ANY SUCH INITIAL TERM OR RENEWAL TERM, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions TEAMSTUDIO WILL SEND CUSTOMER A QUOTE FOR SUCH RENEWAL PERIOD. 5.3 Teamstudio shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving if Customer fails to pay any required Fee(s) or otherwise fails to comply with the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the license terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in . In the event of a material breach by the other Party of the terms and conditions hereof; providedthat Customer’s failure to comply is not payment-related, however, the other Party Teamstudio shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt to Customer of such Breach Noticedefault, the breaching Party shall have and if such default has not been remedied within thirty (30) days to respond by curing after such breach. If the breaching Party does not cure such breach within such periodnotice, the other Party may terminate license granted hereunder shall terminate. In the Agreement without prejudice event that Customer has failed to pay any required Fee(s), whether a License fee, Installation Fee or Fee due upon any renewal, additional licenses, maintenance, subscriptions or any other rights services, Teamstudio shall give written notice to Customer of such default, and if such default has not been remedied in full within five (5) days of such notice, all licenses granted hereunder are hereby automatically revoked without further notice. 5.4 Customer agrees, upon expiration of the Term or remedies which may be available upon termination of this Agreement for any reason, to immediately discontinue use of the Licensed Product and return or destroy the Licensed Program and copies thereof as directed by Teamstudio and, if requested by Teamstudio, to certify in writing as to the non-breaching Partydestruction or return of the Licensed Product and all copies thereof. 3.5 Material breach 5.5 Sections 3.2, 4, 5.3, 5.4, 6, 7.2, 8, 10 and 15 of MIPI’s obligations under this Agreement shall mean survive the expiration or termination of Customer’s license and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 8.1 This Agreement shall and the obligations hereunder will commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following on the Effective Date and will continue for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term a period of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years (the “Initial Term”) unless terminated as provided herein, and shall be renewable automatically for two consecutive one year periods (each such one year period a “Renewal Term”), unless User shall provide to TTG written notice of its intention not to renew at least sixty (60) day prior to the conclusion of the Initial Term or the first Renewal Term, as the case may be. 8.2 Either party may terminate this Agreement and the rights granted herein if the other party breaches any of the provisions of this Agreement or the renegotiated terms Standard Services or Software do not meet User’s requirements, as a result of market conditions referred to in 2.6 above and conditions (i) fails to remedy such breach within thirty (30) days after receiving written notice thereof, or (ii) provided the breach does not relate to a monetary obligation, fails to (a) commence a good faith action to remedy such breach within thirty (30) days after receiving written notice thereof, and (b) diligently pursue such action to conclusion within sixty (60) days after receiving written notice thereof. Termination of this Agreement does not constitute either parties’ exclusive remedy for breach or non-performance by the other party and each party is entitled to seek all other available remedies, both legal and equitable, including injunctive relief. Notwithstanding the foregoing, a dispute regarding amounts payable by User pursuant to this Agreement shall apply. In case not constitute a breach hereof so long as User pays TTG all undisputed amounts owed hereunder. 8.3 Should either party (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the Parties will not reach an agreementbenefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt; (4) consent to the filing of a petition of bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek reorganization under any bankruptcy act; (7) consent to the filing of a petition seeking such reorganization; or (8) have a decree entered against it by a court of competent jurisdiction appointing a receiver, either Party has liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the right to liquidation of such party’s property or business affairs; then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement giving effective immediately. 8.4 Upon termination of this Agreement for any reason, TTG’s obligation to provide the other Party at least twelve (12) months written notice prior services hereunder pursuant to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions at the prices set forth herein. 3.3 It herein shall, upon User’s request, continue for a period up to sixty (60) days and shall thereafter immediately cease. Irrespective of whether User requests services during a Transition Period, TTG shall cooperate and provide such assistance as is agreed between necessary to transfer the Parties that services provided hereunder to another vendor or to User, and TTG shall be compensated for these efforts in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions accordance with Section 4.4 hereof; provided, however, if termination results from the other Party shall first give to the breaching Party written notice of the proposed termination breach of this Agreement (“Breach Notice”)by User or pursuant to Section 8.5 hereof, specifying User shall pay in advance for services during the grounds thereof. Upon receipt Transition period at TTG’s then standard rates TTG will be responsible for submitting to User the data compilation for the portion of such Breach Notice, the breaching Party shall have thirty (30) days month up to respond by curing such breach. If and including the breaching Party does not cure such breach within such effective termination date and for the duration of the transition period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Partyif any. 3.5 Material breach of MIPI8.5 Either party may, at its option, after one year, terminate this Agreement upon 90 days written notice if User’s obligations business is changed or modified and provided further that User no longer has a requirement to have the services provided for under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”)Agreement. It shall not be considered a Supply Breach The parties further agree that only in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications a termination for convenience by User in accordance with this Section 8. 5, User shall not obtain the services provided for in this Agreement within one (1) week from any third party or have these services performed by User or any of User’s subsidiaries or affiliates for the remainder of the delivery date Initial Term. 8.6 The provisions of Sections 3, 5, 6, 7 and 8 hereof survive the originally scheduled order termination of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained 8.7 TTG agrees to put object code and source code for the Software, Enhancements, Modification sand Improvements thereto, as well as the documentation therefor, and shall include all other materials necessary or appropriate to create, provide, operate and maintain all of the Standard Services, in this Agreement to the contrary, this Agreement may be terminated by either Party escrow with an independent third party escrow agent located in the event United States, acceptable to User, which acceptance shall not be unreasonably withheld (“Escrow Materials”). The parties shall enter into an escrow agreement substantially in the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefform attached hereto as Exhibit “G”. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 10.1 This Agreement shall will commence upon on the Effective Date andand will continue through December 31, unless terminated earlier pursuant to this Agreement, shall continue until 2011 (the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two . The Term shall be automatically extended for an additional year until December 31, 2012 upon the occurrence of either (42or both) months following the Effective Date and for the following six of (6i) months, the Parties agree GENERICO’S exercise of its option to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue extend the term of that certain Lease, dated as of the date hereof, between GENERICO and New Abraxis, LLC for the Melrose Park Facility (the “Melrose Park Lease”), so that the Melrose Park Lease expires on December 31, 2012 or (ii) New Abraxis, LLC’s exercise of its option to extend the term of that certain Lease, dated as of the date hereof, between GENERICO and New Abraxis, LLC for the Grand Island Facility (the “Grand Island Lease”), so that the Grand Island Lease expires on December 31, 2012. 10.2 The non-defaulting Party may terminate this Agreement beyond if the fifth anniversary other Party commits a material breach or default (“Breach”) under this Agreement, which Breach is not remedied within 60 days after the receipt of written notice of the Effective Date Breach by the non-defaulting Party (“Renegotiation Period”except as to the payment of money by NEW ALPHA, for which the cure period will be 20 days) and which Note: Redacted portions have been marked with (***). If The redacted portions are subject to a request for confidential treatment that has been filed with the Parties come Securities and Exchange Commission. Breach is continuing at the time of termination. Notwithstanding the foregoing, if the Breach is not curable in 60 days, and the breaching or defaulting Party in good faith notifies the other Party in writing prior to an agreement during the Renegotiation Period60 days that it is initiating cure of the Breach, and initiates cure of such Breach within 60 days and in good faith continues to attempt to cure the Breach, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall applynot be terminated pursuant to this Section 10.2. In case the Parties will not reach an agreement, either The right of a Party has the right to terminate this Agreement giving provided in this Section 10.2 will not be affected in any way by its waiver of, or failure to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereintake such action with respect to, any previous Breach. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 10.3 This Agreement may be terminated immediately by either Party in the event of a material breach by NEW ALPHA or GENERICO if the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement Party: (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30A) days to respond by curing such breach. If the breaching Party does not cure such breach within such periodpay its debts generally as they become due, the other Party may terminate the Agreement without prejudice or is unable to pay its debts generally as they become due; (B) has or has instituted against it any other rights proceeding seeking to adjudicate it bankrupt or remedies which may be available to the non-breaching Party. 3.5 Material breach insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI it or its licensee, (ii) EZN is able debts under any law relating to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceedingrelief of debtors; (C) makes a general assignment for the benefit of creditors; (D) seeks the entry of an order for relief or the appointment of a receiver, liquidator, sequestrator, trustee, custodian or if a petition in bankruptcy is filed against it which similar official for it; or (E) takes advantage of any other law or procedure for the protection of creditors. 10.4 Termination is not dismissed within sixty (60) days the sole remedy under this Agreement, and whether or proceedings are taken not termination is effected, all other remedies remain available to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefeach Party. 3.8 Notice 10.5 NEW ALPHA may terminate this Agreement for any reason at any time by giving GENERICO not less than 3 months prior written notice. 10.6 Upon termination or expiration of Termination this Agreement for whatever reason, the Parties shall reasonably cooperate with each other to transfer to NEW ALPHA all Chemical Ingredients, Materials, Components, finished goods inventory, retained samples, stability samples and Breach Notice are work in process in the possession, custody or control of GENERICO (and NEW ALPHA shall reimburse GENERICO for its reasonable expenses occurred in procuring and manufacturing such items) and GENERICO shall use Reasonable Efforts to be sent by registered lettercooperate with NEW ALPHA with respect to technology transfer matters for the Product and Pipeline Products.

Term and Termination. 3.1 (a) The term of this Agreement Lease shall commence upon on the Effective Term Commencement Date and, unless terminated earlier pursuant to this Agreementin accordance with the provisions hereof, shall continue until the tenth anniversary of date that is thirty (30) years to the Effective date following the In-Service Date (“the "Initial Term”"). 3.2 Upon Forty-two (42) months following ; provided, however, that unless either Lessor or Lessee provides written notice to the Effective Date and for other Party on or before the following date that is six (6) monthsmonths prior to the expiration of the Initial Term of such Party's intent to terminate this Lease at the end of the Initial Term, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement Lease shall automatically be extended beyond the fifth anniversary initial term for successive periods of three years each (each, an "Extension Term") unless, not less than six months prior to the Effective Date (“Renegotiation Period”)end of any Extension Term, Lessor or Lessee delivers written notice to the other Party hereto of its intent to terminate this Lease, in which case this Lease shall terminate at the end of such Extension Term. If The Initial Term, as the Parties come to an agreement during same may be extended in accordance with this Section 2.5(a) or earlier terminated in accordance with the Renegotiation Period, then for the remaining five (5) years provisions of this Agreement Lease, is referred to herein as the renegotiated terms "Term." [***] Confidential portions of this document have been redacted and conditions filed separately with the Commission. (b) Provided that no Default by Lessee has occurred and is continuing at the time such Termination Notice is delivered, Lessee shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving Lease at any time after January 1, 2009, upon the delivery to the other Party at least twelve Lessor of written notice (12a "Termination Notice") of Lessor's intent to terminate this Lease. The Termination Notice shall be delivered not less than six (6) months written notice prior to the fifth anniversary date upon which Lessee desires such termination to be effective and, provided that no Default has occurred and is then continuing on such date, this Lease shall terminate on such date. (c) This Lease shall be effective upon execution; however, the Term and Lessee's right to occupy the Premises and utilize the Easements pursuant to this Lease shall not commence until the date (the "Term Commencement Date") on which each of the Effective Date otherwise the Agreement will automatically continue following conditions has been satisfied (which conditions are for the remaining term sole benefit of Lessor and may be waived by Lessor in writing): (i) Lessee shall have executed and delivered each of the Project Agreements, and Parent shall have executed and delivered a guaranty of this Lease in the form of Exhibit "G" (the "Parent Guaranty"); (ii) Lessor shall have received from Lessee (A) a certificate of the Secretary of Lessee, attesting to the incumbency of the officers executing this Lease and the other Project Agreements on its behalf, (B) resolutions of the Boards of Directors of Lessee authorizing the execution, delivery and performance of this Lease, certified by the Secretary of Lessee, and (C) such other evidence of Lessee's authority to enter into and perform this Lease and the Project Agreements as Lessee may reasonably require;1 Upon execution of this Lease, Lessor agrees to deliver to Lessee similar evidence of Lessor's authorization to enter into and perform this Lease. (iii) Lessor shall have received from Parent (A) a certificate of the Secretary of Parent, attesting to the incumbency of the officers executing the Parent Guaranty on its behalf, (B) resolutions of the Boards of Directors of Parent authorizing the execution, delivery and performance of the Parent Guaranty, certified by the Secretary of Parent, and (C) such other evidence of Parent's authority to enter into and perform the Parent Guaranty as Lessee may reasonably require; (iv) The Premises constitutes a legal parcel under applicable Legal Requirements (including, without limitation, the California Subdivision Map Act, Cal. Gov. Code Sections 66410 - 66499.58); (v) Lessor shall have received evidence reasonably satisfactory to it that each of the Permits listed in Part A of Exhibit "H" and any other Permits required for the commencement of construction of the LNG Facility have been obtained by CE Construction upon terms and conditions set forth herein. 3.3 It is agreed between satisfactory to Lessor in its sole and absolute discretion to the Parties extent that in case of such Permits would impose any obligations or restrictions on Lessor or the Borax Site (other than the Premises) or, if such obligations or restrictions would survive the termination of this Lease, and all time periods during which any challenge to or appeal of the Agreement as set forth in Article 3.2issuance of such Permits shall have expired without any such challenge or appeal having been commenced (or, the manufacture and supply of Kitif commenced, Set and Final Product will continue such challenges or appeals having been finally determined or otherwise resolved on the terms and conditions satisfactory to Lessor in its sole and absolute discretion); (vi) Lessor shall have approved the Plant Layout Plans and the Interconnection Plans in accordance with Section 8.1 hereof; [***] Confidential portions of this document have been redacted and filed separately with the Commission. (vii) There shall (A) be no material default or breach on the part of Lessee hereunder or under the other Project Agreements, and (B) have been no change in the condition (financial or otherwise) of Lessee or Parent which would have a material adverse impact (financial or otherwise) on Lessee's or Parent's ability to perform under this Lease, the other Project Agreements or the Parent Guaranty, as applicable; (viii) There shall be no pending Proceeding (A) that has been commenced against the LNG Facility, or (B) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with or materially adversely affecting, the construction and operation of the LNG Facility; (ix) Lessor and Lessee shall have executed and delivered a confirmation of the Term Commencement Date in the form of Exhibit "I", it being agreed that neither Party shall have any obligation to deliver such confirmation until such time as all of the other conditions set forth in this Agreement Section 2.5(c) shall have been satisfied; and (x) All other requirements of Governmental Authorities having jurisdiction shall have been satisfied and, without limitation of the foregoing, Lessor shall, after using Commercially Reasonable Efforts, have obtained all Permits which Lessor is required to obtain under applicable Legal Requirements in order for eighteen (18) months following Lessor to perform its obligations hereunder. In the termination noticeevent that delays occur in Lessor's obtaining such Permits, and such delays impact the In-Service Deadline, the In-Service Deadline shall be extended accordingly. 3.4 This Agreement (d) In addition to any other rights that it may be terminated by either Party have to terminate this Lease, Lessor shall have the right, upon written notice to Lessee, to terminate this Lease in the event of a material breach by that CE Construction fails to: (i) cause Construction Commencement to occur on or before the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have date that is thirty (30) days following the Term Commencement Date; or (ii) cause the In-Service Date to respond occur on or before the date that is two years following the date that is the earlier of (1) the date on which Lessee has obtained all of the Permits listed on Exhibit "H" have been obtained by curing such breach. If Lessee and (2) December 31, 2007 (the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice "In-Service Deadline"). (e) In addition to any other rights or remedies which that it may be available have to terminate this Lease, Lessee shall have the right, prior to the non-breaching Party.occurrence of the Term Commencement Date and upon not less than thirty (30) days' written notice to Lessor, to terminate this Lease and the Guaranty in the event that: 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, CE Construction or Lessee shall have been unable to obtain all of the Permits listed on Exhibit "H" upon terms and conditions reasonably satisfactory to Lessee; (ii) monthly payments overdue for more than three (3) months, Lessor shall have failed to approve the Plant Layout Plans and the Interconnection Plans in accordance with Section 8.1 hereof; or (iii) payments a Proceeding shall have been commenced that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with or materially adversely affecting, the construction and operation of the LNG Facility. (f) Upon termination of this Lease, the rights and obligations of the Parties hereunder shall terminate, except for Final Product exceeding an accumulated amount those obligations which, by their express terms, survive the termination of this Lease. [***** overdue for more than three (3) month, (iv) funds held in the Escrow Account ] Confidential portions of this document have not been made available to EZN for the purpose of decontamination redacted and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent filed separately with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this AgreementCommission. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The (a) At any time during the term of this Agreement shall commence Agreement, Licensee may, upon termination by the Effective Date andvote of a majority of the Licensee’s board of trustees, unless terminated earlier give Mergent one hundred twenty (120) days’ prior written notice of such termination. In the event of termination pursuant to this subsection, the License Fee shall be computed as provided in Subsection 4(f). (b) Mergent may give Licensee one hundred twenty (120) days’ prior written notice of termination if material damage or harm is occurring to the reputation or goodwill of Mergent by reason of its continued performance hereunder. Such notice shall identify with particularity the facts which give rise to such damage, and shall be effective on the date specified therein (which shall not be less than one hundred twenty (120) days later) unless Licensee shall correct the condition causing such damage or harm within the notice period. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (c) In the case of a breach of any of the material terms or conditions of this Agreement by Licensee, Mergent may terminate this Agreement by giving one hundred twenty (120) days prior written notice of its intent to terminate. Such notice shall identify with particularity the breach, and shall be effective on the date specified therein (which shall not be less than one hundred twenty (120) days later) unless Licensee shall cure the breach within the notice period. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (d) Mergent shall have the right, in its sole discretion, to cease compilation and publication of the MDA and, in such event, to terminate this Agreement if Mergent does not offer a replacement or substitute MDA. In the event that Mergent intends to discontinue the MDA, Mergent shall give Licensee as much notice as is practical under the circumstances which have led it to terminate such MDA, which notice shall specify whether a replacement or substitute MDA will be made available. Licensee shall have the option hereunder within one hundred twenty (120) days after receiving such written notice from Mergent to notify Mergent in writing of its intent to use the replacement or substitute MDA, if any, under the terms of this Agreement. In the event of termination pursuant to this subsection, the License Fee shall continue until be computed pursuant to Subsection 4(g). (e) Mergent may terminate this Agreement upon one hundred twenty (120) days’ (or upon such lesser period of time if required pursuant to a court order) prior written notice to Licensee if (i) Mergent is informed of the tenth final adoption of any legislation or regulation that in Mergent’s reasonable judgment materially impairs Mergent’s ability to license and provide the MDA under this Agreement in connection with the Product; or (ii) any litigation or proceeding is commenced and Mergent reasonably believes that such litigation or proceeding would have a material and adverse effect upon the ability of Mergent to perform under this Agreement. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (f) In the event of termination of this Agreement pursuant to Subsection 4(a), Licensee shall pay the License Fee for the remainder of the “Fee Term” in which such termination occurs. The “Fee Term” shall initially be the two year period from and including the business day after the effective date of Licensee’s Registration Statement to and excluding the second anniversary of the Effective Date (“Term”). 3.2 Upon Fortyand thereafter shall be each succeeding one-two (42) months following year period from and including the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If on which the Parties come respective period begins to an agreement during and excluding the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise on which the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinrespective period ends. 3.3 It is agreed between (g) In the Parties that in case event of termination of the Agreement as set forth in Article 3.2this Agreement, pursuant to Subsections 4(b), (c), (d) or (e), the manufacture and supply License Fee shall be payable from the beginning of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement then current Fee Term to the date of such termination. Any amount of excess License Fees paid by Licensee for eighteen (18) months following the termination noticecurrent Fee Term shall be refunded by Mergent. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed (h) Upon termination of this Agreement Agreement, Licensee shall cease to use the MDA and the Marks as a source identifier for the Product; provided that Licensee may continue to utilize any previously printed and approved materials which contain the MDA and in connection with any communications with shareholders or regulatory filings required by rules and regulations applicable to the Product which would include the MDA for a period of up to two hundred forty (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30240) days following such termination so long as Licensee pays Mergent a Licensee Fee due to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN Mergent for the purpose of decontamination and decommissioning of the Hot Cell(speriod (up to two-hundred forty (240) within three (3days) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It immediately preceding such termination; provided that Licensee shall not be considered pay a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or duplicative License Fee pursuant to this Subsection 4(g) for any bankruptcy, insolvency or reorganization statute or proceeding, or if period in which it is otherwise obligated to pay a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken License Fee pursuant to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefSubsection 4(f). 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The 12.1 In addition to automatic termination under clause 2.2, this Agreement shall be terminated: 12.1.1 if the Consortium willfully defaults in making payment of the Fee as provided in this Agreement and fails to remedy such default within thirty (30) days of notification in writing by the Publisher. 12.1.2 if the Publisher commits a material or persistent breach of any term of this Agreement shall commence upon and fails to remedy the Effective Date andbreach within thirty (30) days of notification in writing by the Consortium. 12.1.3 if the Consortium commits a willful, unless terminated earlier material or persistent breach of the terms of this Agreement, and fails to remedy the breach within thirty (30) days of notification in writing by the Publisher. 12.2 If public funding of the Consortium or funding of the Consortium by the Members is materially reduced and the Consortium thereby becomes unable to pay future amounts payable pursuant to this Agreement, the Consortium may give the Publisher written notice of termination and this Agreement shall continue until terminate effective 30 days after the tenth anniversary giving of such notice if the Consortium has failed to pay the Fee for the calendar year in which such notice was given, or if the Consortium has paid the Fee for the calendar year in which such notice was given, January 1 of the Effective Date (“Term”)following year. 3.2 Upon Forty-two (42) months following 12.3 On termination all rights and obligations of the Effective Date parties automatically terminate except for obligations in respect of Licensed Materials to which access continues to be permitted as provided in clause 12.4. 12.4 On termination of this Agreement or non‐renewal of a Member’s participation in the Agreement, the Consortium, Authorized Users and Walk‐in Users shall retain the right to access and use in archived form the content of the Database for the following six (6) monthsperiod of time set out in Schedule 3 up to the date of termination, except where such termination is due to a breach of the Agreement by the Consortium which the Consortium has failed to remedy as provided in clause 12.1.1 and 12.1.3, in which case such continuing access shall be provided in respect of Licensed Materials published up to the date of such breach. On termination of this Agreement, the Parties agree Publisher shall at its option: a.) provide each Member, on request, with an electronic copy of the content of the Database for the period of time set out in Schedule 3 up to meet the date of termination, or b.) provide for continued access to the Licensed Materials on the Server for the period of time set out in order Schedule 3 up to discussthe date of termination, provided that: 12.4.1 the Consortium and each Member seeking access continues to adhere to its obligations with respect to the restrictions on use of the Database as provided in good faiththis Agreement; 12.4.2 each Member permitting access to Walk‐in Users continues to limit such access to the Premises; and 12.4.3 each Member seeking access pays to the Publisher a maintenance amount reflecting the Publisher’s costs for facilitating such access as the Publisher and Member, acting reasonably, may agree. 12.5 On termination of this Agreement for cause, as specified in clauses 12.1.1 and 12.1.3, the Consortium shall immediately cease to make available the Licensed Materials to Authorized Users and Walk‐in Users. 12.6 On termination of this Agreement for cause, as specified in clause 12.1.2, the Publisher shall forthwith refund the proportion of the Fee that represents the paid but un‐expired part of the term of this Agreement. 12.7 If a Member commits a willful, material or persistent breach of the terms of this Agreement and conditions under which the Parties intend Member fails to continue remedy the breach within thirty (30) days notice from the Publisher to the Member and the Consortium, or the Member fails to commence and diligently pursue steps to remedy the breach within thirty (30) days notice from the Publisher to the Member and the Consortium, the Publisher may terminate the license and rights granted to the Member pursuant to this Agreement by giving notice of termination to the Member and the Consortium. Upon the giving of notice of termination, the Publisher may discontinue providing the Member access to the Licensed Materials for the remainder of the term of this Agreement. 12.8 The Publisher reserves the right to temporarily suspend any Member’s access to Licensed Materials for infringement of the Publisher’s intellectual property rights in the Licensed Materials or for a breach of the terms of this Agreement that threatens either the performance or security of the Server. Forthwith after suspending such access the Publisher shall issue a notice to the Member and the Consortium of the breach specifying the activity of the Member that caused the breach. The Publisher shall forthwith restore access to the Member upon receipt of notice that such activity has ceased and that the Member has made reasonable efforts to protect against recurrence of such activity. 12.9 In the event that the Publisher is in breach of its warranty set out in clause 7.4, the Consortium, at its option and on notice to the Publisher, may extend the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then by one full calendar month for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing each such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 9.1 This Agreement shall commence on the date set forth above and shall continue until royalty obligations shall expire under Section 9.2, unless sooner terminated as provided in this Agreement. 9.2 SBCL's royalty obligations under Section 3.3 shall expire (i) in each country of the Territory in which a Patent is in force during the Term of this Agreement shall commence upon the Effective Date andexpiration, unless terminated earlier pursuant to lapse or invalidation of the last remaining Patent in such country which claims the Technology in the Field or the Services sold or (ii) in each country in which a Patent was not granted, upon the date that Know-how becomes part of the public domain in such country through action or disclosure by HDI or its licensees other than SBCL or through independent development by a third party. SBCL's royalty obligations under Section 3.3 also shall expire in countries of the Territory on the date such royalty payment is prohibited by applicable law, rule or regulation. 9.3 Notwithstanding any other provision of this Agreement, shall continue until the tenth anniversary termination of the Effective Date Agreement under Section 9.1 shall not preclude SBCL or its Sublicensees or Affiliates from continuing to market Services and to use Know-how throughout the Territory in the Field without further royalty payments to HDI under this Agreement. Upon termination of the Agreement under any provision other than Section 9.1, all use by SBCL of the Technology shall immediately cease, and all accrued but unpaid amounts under 3.1 to 3.4, if any, shall be paid within thirty (“Term”)30) days of such termination. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree 9.4 If either party fails or neglects to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term perform covenants or provisions of this Agreement beyond and if such default is not corrected within thirty (30) days after receiving written notice from the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come other party with respect to an agreement during the Renegotiation Periodsuch default, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions such other party shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement by giving written notice to the other Party at least twelve party in default, provided the notice of termination is given within six (126) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Partydefaulting party's actual knowledge of the default and prior to correction of the default. With regard to any non-monetary defaults, a reasonable extension of time may be provided if the defaulting party is making diligent efforts to cure. 3.5 Material breach of MIPI’s obligations under 9.5 Either party may terminate this Agreement in its entirety if at any time the other party shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, file in any one contract year period, to fulfil more than four (4) orders of Kit, Set court or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or agency pursuant to any bankruptcy, insolvency or reorganization statute or proceedingregulation of any state or country, or if a petition in bankruptcy is or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the party or of its assets, or if the other party proposes a written agreement of composition or extension of its debts, or if the other party shall be served with an involuntary petition against it, filed against it which is in any insolvency proceeding, and such petition shall not be dismissed within with sixty (60) days after the filing thereof, or proceedings are taken if the other party shall propose or be a party to liquidate any dissolution or liquidation, or if the assets other party shall make an assignment for the benefit of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefcreditors. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this This Agreement shall commence become effective upon Subscriber’s purchase of the Effective Date and, unless terminated earlier pursuant to this Agreement, Third Party Products and shall continue so long as Subscriber uses or subscribes to the Third Party Products, depending on Subscriber’s applicable subscription period for the Third Party Products, until terminated as provided herein (the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty. Subscriber is solely responsible for providing ▇▇▇▇▇ with timely notice of nonrenewal for any recurring or auto-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either renewing Third Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice Products prior to the fifth anniversary end of the Effective Date otherwise applicable subscription period and for paying all fees due through the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case date of termination of such Third Party Products. Notice of nonrenewal must be sent to ▇▇▇▇▇ in the Agreement as set forth in Article 3.2, manner prescribed by ▇▇▇▇▇ prior to the manufacture end of the Term to prevent auto-renewal. Subscriber is solely responsible for all fees and supply costs resulting from Subscriber’s failure to provide timely notice of Kit, Set and Final Product will continue on the terms and conditions non-renewal or termination as set forth in this section. Either party may terminate this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of based upon a material breach by the other party which is not cured after fourteen (14) days written notice. ▇▇▇▇▇ may terminate this Agreement immediately upon written notice to Subscriber upon Subscriber’s (i) failure to pay any amounts when due or (ii) unauthorized or unlawful use of the Third Party of Products Click here to see ▇▇▇▇▇’▇ Billing and Payment Policy, the terms and conditions hereof; providedof which are incorporated herein. Notwithstanding the terms and conditions of ▇▇▇▇▇’▇ Billing and Payment Policy, howeverSubscriber shall be liable for all applicable taxes, including without limitation, any applicable state sales taxes. ▇▇▇▇▇ reserves the other right to amend its Billing and Payment Policy upon written notice to Subscriber. ▇▇▇▇▇ reserves the right to make adjustments to pricing and offerings related to Third Party shall first give Products for reasons including, but not limited to, changing market conditions, discontinuation or unavailability of Third Party Products and Third Party Provider price changes. ▇▇▇▇▇ and Third Party Providers make every reasonable effort to maintain services to Subscribers. Due to events or circumstances beyond the reasonable control of ▇▇▇▇▇ or its Third Party Providers, no warranties or guarantees are made as to the breaching availability of services. By visiting ▇▇▇▇▇’▇ websites and purchasing Third Party written Products, Subscriber agrees to the terms and conditions of ▇▇▇▇▇’▇ Privacy Policy and Website Terms of Use, which are available on its website(s) and are subject to change. All notice of changes to ▇▇▇▇▇’▇ Privacy Policy and Website Terms of Use will be provided by posting revisions on the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereofapplicable Drake website. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to Subscriber understands that any other rights suspected illegal or remedies which may fraudulent activity will be available reported to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) monthsappropriate governmental or law enforcement authorities. Subscriber acknowledges that ▇▇▇▇▇ retains the right to take whatever steps necessary, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held as determined in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period▇▇▇▇▇’▇ sole discretion, to fulfil more than four (4) orders of Kitcomply with applicable laws and regulations, Set or Final Product consistent with the Specifications (a “Supply Breach”)including those relating to data security and privacy. It shall not be considered a Supply Breach in the event that (i) the failure Subscriber represents and warrants to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.▇▇▇▇▇ that:

Term and Termination. 3.1 The term of this (a) This Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following on the Effective Date and for shall terminate on the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth first anniversary of the Effective Date date of the Original Agreement, (the “Renegotiation PeriodExpiration Date”). If ; provided that the Parties come to an parties may extend the Expiration Date by a written agreement during the Renegotiation Period, then for the remaining five executed by both parties. (5b) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to Either party may terminate this Agreement giving to the other Party upon at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days prior written notice to respond by curing such breachthe other party. If your services as Consultant are terminated for no cause by the breaching Party does Board, then the Company and provided that you sign (and do not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available revoke) a full separation agreement and release of claims (“Separation Agreement”) in a form satisfactory to the non-breaching Party. 3.5 Material breach Company and you which becomes irrevocable no later than sixty (60) days following your termination of MIPI’s obligations under this Agreement shall mean employment and be limited to: (i) milestone payments for facility setup overdue for more than you remain in full compliance with such Separation Agreement, then the Company will pay you an amount equal to three (3) monthsmonths of your annual fees on a pro-rated basis as severance, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held payable in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed lump sum within sixty (60) days of the date your release of claims under the Separation Agreement becomes irrevocable. In addition, all unvested stock options shall accelerate and vest in full at the time of your termination. For purposes of clarification, no severance or proceedings accelerate options shall be due if your Services are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned terminated by the two Parties including the Jointly Owned Arising IP shall become the property shareholders of the Party not seeking such reliefCompany or if the Board terminates you with cause. 3.8 Notice (c) If (i) Company breaches any of Termination its obligations pursuant to this Agreement or (ii) Consultant breaches any of its obligations pursuant to this Agreement including, but not limited to, Consultant’s obligations under the Confidential Information and Breach Notice are Invention Assignment Agreement between Company and Consultant, the form of which is attached hereto as Exhibit C (the “Confidentiality Agreement”), then the non-breaching party may terminate this Agreement immediately if the breaching party fails to be sent cure the breach within five (5) business days after having received written notice by registered letterthe non-breaching party of the breach or default.

Term and Termination. 3.1 Each Party may cancel (üles öelda) this Agreement by submitting to the other Party a written notice 12 (twelve) months in advance. Upon material reason, only the Depositor may cancel this Agreement without adhering the above-referenced term for advance notice. Under no circumstances shall this Agreement be cancelled during the validity of any Single Storage Contract. The start and the expiration of a Single Storage Contract shall be indicated in the respective Single Storage Contract. The term of a Single Storage Contract automatically prolongs by 24 (twenty four) months, if neither of the parties terminate the respective Single Storage Contract in written form by no less than 6 (six) months advance notice before the relevant expiration date. Partial termination of a Single Storage Contract shall be allowed. In case one Party notifies of the partial termination of the Single Storage Contract, the other Party shall have the right to terminate the whole Single Storage Contract from the relevant expiration date at his part by a written notice within 4 (four) weeks after the receipt of the partial termination notice. Upon material reason, each Party may extraordinarily cancel a Single Storage Contract by submitting to the other Party a written notice 6 (six) months in advance. The above term for advance notice shall not limit the right of the Depositor to demand the return of the relevant Products. If the Storage Operator extraordinarily cancels a Single Storage Contract due to the material reasons not depending on the Depositor, the Storage Operator shall reimburse the Depositor any documented costs and expenses caused to the Depositor by such extraordinary cancelling by the Storage Operator. The Depositor may cancel this Agreement and/or some or all of the Single Storage Contracts without submitting any advance notice, if (i) the compulsory execution of the property of the Storage Operator or any insolvency proceedings in respect of the Storage Operator have been commenced; or (ii) the Storage Operator has breached any material obligation of this Agreement. If a Single Storage Contract has been executed for a period longer than 3 (three) years, each Party shall be entitled to initiate negotiations on adjusting the respective Storage Fees to the existent market conditions after 2 (two) years since the execution of the relevant Single Storage Contract or the last adjustment of fees. The new Storage Fees agreed by the Parties shall be effective as of the beginning of the following contractual year. If the Parties do not reach consensus within 3 (three) months, the initiating Party shall have the right to extraordinarily cancel the Single Storage Contract by submitting to the other Party a written notice 6 (six) months before the end of the running contractual year. The contractual year referred to in Article 12.6 of this Agreement shall commence on 1 April and end on 31 March of the calendar year following the beginning of the contractual year. The first contractual year shall commence at the beginning of the term of the Single Storage Contract and end on 31 March of calendar year following the beginning of the first contractual year. The termination of this Agreement or of a Single Storage Contract, as a result of which this Agreement or the respective Single Storage Contract would be terminated during the difficulties in supply (varustamisraskused) (as defined in Article 1(2) of the Liquid Fuel Stocks Act) shall only have legal effect upon the Effective Date andrelevant written consent of the Depositor. If such consent is missing, this Agreement or the respective Single Storage Contract shall terminate after the end of the aforesaid difficulties in supply, unless terminated earlier pursuant to otherwise agreed by the Parties. This Agreement and the Single Storage Contract may be withdrawn from (taganeda) or cancelled (üles öelda) only in the cases directly set forth in this Agreement, unless otherwise agreed by the Parties in writing. Upon termination of a Single Storage Contract for whatever reason, the Storage Operator shall continue until procure the tenth anniversary return of all Products and the related documents to the Depositor. Until actual return of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) monthsProducts as stipulated above, the Parties agree Storage Operator shall be bound by the obligation to meet in order to discuss, in good faith, store and preserve the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions Products as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 9.1 This Agreement shall commence upon come into force on the Effective Commencement Date andand shall remain in force for a 6 months initial trial period, unless terminated earlier pursuant to as provided for in this Agreement, . After the initial trial period the Agreement shall continue be automatically renewed for successive one year periods without further notice save and until terminated in accordance with the tenth anniversary provisions of this Agreement. 9.2 Either party may terminate this Agreement with or without cause and without payment of compensation) at any time by giving 90 days written notice to the other party. 9.3 The Supplier may terminate this Agreement immediately by notice if: 9.3.1 the Reseller fails to pay any sums due hereunder by the due date notwithstanding any provisions for late payment contained herein; 9.3.2 an encumbrancer ▇▇▇▇▇ possession or a receiver is appointed over any of the Effective Date property or assets of the Reseller; 9.3.3 the Reseller makes any voluntary arrangement with its creditors or becomes the subject of an administration order; 9.3.4 the Reseller goes into liquidation (“Term”except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Reseller under this Agreement); 9.3.5 the Reseller ceases or threatens to cease to carry on business; 9.3.6 Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Reseller; 9.4 In the event that the Reseller fails to observe or perform any of its obligations under this Agreement then the Supplier may terminate this Agreement on 30 days written notice provided that the breach complained of cannot be remedied by the Reseller within the 30 day period to the satisfaction of the Supplier. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has 9.5 The Supplier reserves the right to terminate this Agreement giving immediately by written notice to the other Party at least twelve (12) months written notice prior to Reseller if the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material Reseller repeats any breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement after receiving a written notice from the Supplier warning the Reseller that repetition of the breach will or may lead to termination (“Breach Notice”whether or not the repeated breach is remedied within 30 days), specifying . 9.6 The Supplier reserves the grounds thereof. Upon receipt right to immediately terminate this Agreement upon change of the Reseller’s management or a change of control (as defined in the Companies Act 1985) within 28 days of the Supplier being made aware of such Breach Notice, a change. The Reseller shall notify the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to Supplier in advance of any other rights anticipated change of management or remedies which may be available to the non-breaching Partycontrol. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 6.1 This Agreement shall begin on the Effective Date and remain in full force and effect, unless earlier terminated in accordance with Section 6.2, until the later of (i) twelve (12) years from the Effective Date, or (ii) the expiration of the Exclusive License and Supply Agreement between ICN and Schering-Plough Ltd., dated July 28, 1995, as amended. 6.2 This Agreement may be terminated, in whole or in part, by Schering or by ICN-RP upon written notice to the other parties in the event of a material breach of this Agreement by the other party that is continuing [REDACTED] days after the non-breaching party gives the breaching party notice of such breach specifying in reasonable detail the particulars of the alleged breach; provided, however, that if the breach is limited to a specific Compound and/or Product, then such termination right shall only apply with respect to that Compound and/or Product. 6.3 In the event of termination by ICN-RP under Section 6.2 with respect to a given Compound and/or Product due to a failure by Schering to fulfill its diligence obligations under Sections 3.3, 3.4 and 3.5 in one or more countries in the Territory, all licenses granted to Schering with respect to such Compound and/or Product in such country(ies) shall terminate and revert to ICN-RP; provided that nothing herein shall be construed as obligating Schering to license, transfer, assign or otherwise convey to ICN-RP any rights, title or interest in or to any of Schering's or its Affiliates data, information, know-how, trademarks, patents, copyrights or other intellectual property or assets in the Field. 6.4 All exclusive licenses to Compounds and/or Products which are granted to Schering pursuant to Section 2.3 of this Agreement shall commence upon survive the Effective Date expiration of this Agreement under Section 6.1 and, unless earlier terminated earlier pursuant to this AgreementSections 6.2 and 6.3, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Fortyin full-two (42) months following the Effective Date force and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms effect on a product-by-product and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term country-by-country basis on the terms and conditions set forth herein. 3.3 It is agreed between herein until such time as Schering's royalty obligations with respect to such Compound and/or Product expires in the Parties that country. Upon expiration of each such license in case of termination of the Agreement as set forth in Article 3.2a given country, the manufacture and supply of Kitlicense shall become a paid-up, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party irrevocable, royalty-free non-exclusive license in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Partycountry. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 7.1 The term of this Agreement shall commence upon be from the Effective Date andeffective date hereof until the expiration of the last to expire of the patents licensed hereunder. 7.2 All licenses granted by this Agreement under may be terminated: (a) by HP if a Change of Control, unless terminated earlier as defined in Exhibit 2, occurs with respect to Lexmark, LIG, or any successor entity to either of them; or (b) by HP Confidential Lexmark Confidential EXHIBIT 4 --------- Lexmark if a Change of Control, as defined in Exhibit 2, occurs with respect to HP or any successor entity to it. In order to be effective, such termination must be in accordance with paragraphs 7.2.1 and 7.2.2. 7.2.1 Any termination pursuant to this Agreement, Subsection 7.2 shall continue until the tenth anniversary be effective as of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following date that such Change of Control takes place provided that the Effective Date and for party terminating the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving licenses gives written notice to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement party as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination noticeparagraph 7.2.2. 3.4 This Agreement may be 7.2.2 Each party shall give the other party prompt written notice of the occurrence of a Change of Control of such party. The party seeking to terminate licenses pursuant to this Subsection 7.2 must provide the terminated by either Party party with written notice of termination within ninety (90) days of the date of receipt of the notice of the occurrence of a Change of Control or the licenses shall remain in effect. 7.2.3 Notwithstanding any provisions to the contrary, in the event of a material breach by termination of licenses pursuant to this Section 7, the terminating party (as a Licensor) hereby grants to the terminated party (as a Licensee) and its Subsidiaries a worldwide, royalty-free, non-exclusive license under to make, have made (as provided in Section 4), use, import, offer for sale, sell or otherwise dispose of Licensed Products as follows: (a) Printer Accessories, Printer Service Items, Printer Consumables, Customized OEM Consumables, Printer Consumable Components, Print Media, and Printer Consumable Material: (i) for a period (b) Printers, Print Mechanisms, and typewriters for a period 7.2.4 Any termination of licenses pursuant to this Subsection 7.2 shall not relieve the party whose licenses are terminated of any obligation or liability accrued hereunder, and such termination shall not affect in any manner any licenses or other rights granted to the other Party party under this Agreement. In the event of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of any patent licenses under this Agreement (“Breach Notice”)Subsection 7.2, specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any all other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s and obligations under this Agreement shall mean remain in effect. HP Confidential Lexmark Confidential EXHIBIT 4 --------- 7.3 Except as otherwise provided in this Section 7 and be limited to: (i) milestone payments for facility setup overdue for more than three (3) monthsin Subsection 3.5, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure either party fails to supply cure or is attributable, in whole or in part, directly or indirectly, unable to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be cure a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in of this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets after receipt of written notice of such Party which are breach, the other party may bring an action for breach under this Subsection 7.3. The non-breaching party shall be entitled only to damages and/or injunctive relief, except in cases where damages and/or injunctive relief would not stayed within sixty (60) daysbe equitable for a particular material breach. Any assets jointly owned In any such case, upon a final judicial determination that a material breach has occurred and was not timely cured or cannot be cured as provided in this Subsection 7.3 and that other relief is not equitable, the breaching party's licenses under may be terminated effective as of the date of receipt of written notice of such material breach by the two Parties including breaching party. The parties agree that in the Jointly Owned Arising IP shall become the property event of such a termination of the Party not seeking breaching party's licenses under the non-breaching party shall only be licensed under the breaching party's entitled to a first effective filing date prior to the effective date of such relieftermination. The parties further agree that in no event shall any remedy for breach include termination of the licenses to either party under such licenses and all the limitations and obligations associated with those licenses shall remain in effect. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 (a) The term of this Agreement shall commence upon on the Effective Date and, unless terminated earlier pursuant subject to the other provisions of this AgreementSection 18, shall continue in effect until either Party provides the tenth anniversary other Party no less than one year prior written notice of termination, provided that, subject to the Effective Date other provisions of this Section 18, neither Party may terminate this Agreement prior to the date on which all shares of Series C Convertible Preferred Stock of ZBB held by SPI have become convertible into shares of Common Stock of ZBB (the “Term”). 3.2 Upon Forty-two (42b) months following If SPI or the Effective Date and for the following six applicable Ordering Party fails to pay any delinquent amounts within ninety (690) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term days after receipt of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Periodwritten notice thereof, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions ZBB shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving by notice of termination to SPI. (c) If either Party (such Party, the “Breaching Party”) has materially breached a provision of this Agreement and fails to remedy such material breach within the Cure Period (as defined below) after the Breaching Party’s receipt of notice thereof in writing (the “Notice of Default”) from the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach NoticeNon-Breaching Party”), specifying then the grounds thereof. Upon receipt of such Breach Notice, the breaching Non-Breaching Party shall have the right to terminate this Agreement by notice of termination to the Breaching Party (the “Notice of Termination”), which termination shall be effective upon receipt by the Breaching Party of such notice. “Cure Period” means a thirty (30) day period commencing upon receipt by the Breaching Party of the Notice of Default, provided that, if the applicable breach is capable of being cured but not within such thirty (30) day period, such period shall be extended for such additional number of days as the Breaching Party shall reasonably require in order to respond by curing cure such breach. If , and provided further that any such extension of the breaching Cure Period shall be conditioned upon the Breaching Party does not commencing immediately to cure the applicable breach and its diligent and continual prosecution of such measures as are reasonably calculated to cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Partyextended Cure Period. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 8.1 This Agreement will commence on the Effective Date, and shall continue for a period of three (3) years, or until terminated in accordance with clause 8.2 below. The term obligations of the Parties under this Agreement will survive the expiration or termination of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant as necessary to allow completion of a Project under an applicable Schedule that extends beyond this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)’s expiration or termination. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 8.2 This Agreement or any particular Project (and its corresponding Schedule) may be terminated by either Party Clovis for any reason or no reason upon not less than *** days prior written notice. Ventana may also terminate this Agreement upon *** prior notice. In addition, Clovis or Ventana may terminate this Agreement or any Project immediately by written notice to other party, in the event of a material breach of this Agreement or such Project by the other Party of Party, if the terms and conditions hereof; provided, however, the other non-breaching Party shall first give have given written notice to the breaching Party written notice specifying the nature of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of breach and such Breach Notice, the breaching Party breach shall not have been substantially cured within thirty (30) days to respond by curing after such notice of breach. If the breaching Any termination by either Party does not cure such for breach within such period, by the other Party may terminate the Agreement shall be without prejudice to any other rights damages or remedies to which it may be available entitled from the other Party. Clovis or Ventana may terminate this Agreement or any Project immediately by written notice to the non-breaching Partyother party, if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against it (except for involuntary bankruptcies which are dismissed within ninety (90) days) or has a receiver or trustee appointed for substantially all of its property. 3.5 Material breach 8.3 Upon receipt of MIPI’s obligations a termination notice under this Agreement Section 8.2, the Parties shall mean promptly meet to prepare a close-out schedule, and Ventana shall cease performing all work not necessary for the orderly close-out of the applicable Services or the affected Project(s) or for the fulfillment of any regulatory requirements. Ventana shall *** conclude or transfer such Project(s), *** in accordance with all regulatory requirements. Clovis will pay Ventana any outstanding amounts due for Services performed in accordance with the Schedule(s) covering the Project(s) affected by such termination. Ventana will deliver to Clovis any Data or other deliverables to be limited to: provided by Ventana in connection with any terminated Project as they may exist as of the date of termination, unless otherwise agreed by the Parties. Clovis will pay for all actual, documented out-of-pocket reasonably incurred by Ventana to complete activities associated with the close-out of affected Project(s), including the fulfillment of any regulatory requirements (i) milestone payments which will be billed consistent with the corresponding Schedule or, to the extent not provided for facility setup overdue for more than three (in a Schedule, in accordance with the budget in effect under the applicable Schedule as of the date of the termination notice). *** Clovis MSA 3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of -17-10 ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 a. The term of this Agreement shall commence upon on the Effective Date and, unless and continue in full force and effect until terminated earlier pursuant to this Agreement, shall continue until Section 13 (the tenth anniversary of the Effective Date (“Term”). 3.2 b. Either party may terminate this Agreement at any time upon written notice provided in accordance the notice provisions stated herein. Upon Forty-two (42) months following the Effective Date termination: i. Each party shall without delay account for all sums due and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, owing under the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary so as to bring all unsettled accounts current. ii. At Orchid’s request, Producer shall return to Orchid or destroy all forms, applications, stationery or other supplies to be used in soliciting, negotiating or affecting contracts of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Periodinsurance under this Agreement, then for the remaining five (5) years and any data that Producer obtained as a result of this Agreement or the renegotiated terms and conditions shall apply. In case relationship between the Parties will not reach an agreementparties, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date unless prohibited by law or expressly stated otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It iii. At Orchid’s request, Producer shall return to Orchid all Orchid Confidential Information. Alternatively, at Orchid’s option, Producer shall destroy all Orchid Confidential Information and certify to Orchid that such has been destroyed. In any event, Producer is agreed between the Parties that in case prohibited from retaining any copies, summaries, or likenesses of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination noticeOrchid Confidential Information without Orchid’s express written consent unless specifically required by law. 3.4 This Agreement may be terminated by either Party in iv. To the event of a material breach by extent that one party has licensed the other Party of party to use the terms and conditions hereof; providedparty’s trademarks, howeverservice marks or trade names (collectively, “Marks”), the other Party party shall first give immediately discontinue using the party’s Marks, and will execute all necessary and appropriate documents to confirm the party’s ownership, or to transfer to the breaching Party party any rights it may have acquired from the party in its Marks, except that the other party may continue to use the party’s Marks to the extent authorized by any other express written notice agreement between the parties. Notwithstanding the termination, expiration or cancellation of this Agreement, any duty or obligation which has been incurred hereunder and which has not been fully observed, performed or discharged, and any right which has been created hereunder and which has not been fully enjoyed, enforced or satisfied, shall survive the proposed termination termination, expiration or cancellation of this Agreement (“Breach Notice”)until such duty or obligation has been fully observed, specifying the grounds thereof. Upon receipt of performed or discharged and such Breach Noticeright has been fully enjoyed, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights enforced or remedies which may be available to the non-breaching Partysatisfied. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 4.1 The LTA will be valid for an initial term of this Agreement shall commence upon 12 months, and will begin on the Effective Commencement Date andand expire at midnight on the Expiry Date, unless terminated earlier pursuant there is early termination in accordance with the provisions of this LTA (the Initial Term). For Expert Review Panel (ERP)-approved products, the LTA will be subject to this Agreement, shall continue until early termination if the tenth anniversary of the Effective Date (“Term”)product’s ERP approval is not renewed or is cancelled. 3.2 Upon Forty-two (424.2 After the initial term of 12 months, ▇▇▇ shall be entitled to renew the LTA for a further term of up to 12 months based on the same terms and conditions. ▇▇▇ will give the Contractor written notice of its intention to renew the LTA not less than 60 days prior to the LTA’s Expiry Date. ▇▇▇ will provide the Contractor with product forecast(s) months following the Effective Date and for the following six (6next period. Based on the new forecasts: a) monthsThe Contractor shall notify ▇▇▇ in writing, within 30 days of receiving the Parties agree to meet in order to discussforecasts, in good faith, about the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)price maintenance or proposed price increase/reduction. If the Parties come Contractor proposes a price increase, it must provide a well-documented justification to an agreement during ▇▇▇/GDF for consideration. b) ▇▇▇ shall notify the Renegotiation PeriodContractor in writing within 20 days of receiving the above notice as to whether it agrees to the revised prices. In the case of a price increase, then ▇▇▇/GDF will be entitled to revise existing market share allocations. 4.3 If ▇▇▇: a) agrees to the revised prices, the LTA shall be amended accordingly; b) rejects the revised prices, the LTA shall not be extended for the remaining five (5) years of this Agreement related Products at the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary end of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinInitial Term. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in 4.4 In the event of a material breach by the other Party one of the terms and conditions hereof; provided, howeverParties of a provision or provisions of this LTA, the other Party shall first give party may, for valid cause, terminate the LTA upon 30 days written notice to the breaching Party written notice party in default, stating the reason for the termination. If such breach is cured to both parties satisfaction within said 30 days period, this LTA shall continue to be effective. 4.5 In the event of a termination or expiry of this LTA, the Contractor shall deliver the outstanding Products in accordance with the terms of this LTA, and the Contractor acknowledges that ▇▇▇ shall only pay the Contractor for Products ordered pursuant to Purchase Orders placed before the date of the proposed termination notice or LTA expiry date and satisfactorily provided in accordance with this LTA. 4.6 In case of failure by the Contractor to perform its obligations under the terms of this Agreement (“Breach Notice”)LTA, specifying which may include but is not limited to failure to obtain necessary export licenses, or to make delivery of all or part of the grounds thereof. Upon receipt of such Breach NoticeProducts by the delivery date or dates, ▇▇▇ may, after giving the breaching Party shall have thirty (30) days Contractor reasonable notice to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement perform and without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for remedies, exercise one or more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(sfollowing rights: a) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning procure all or part of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failedProducts from other sources, in which event ▇▇▇ may hold the Contractor responsible for any one contract year period, excess cost occasioned thereby. In exercising such rights ▇▇▇ shall mitigate its damages in good faith; b) refuse to fulfil more than four (4accept delivery of all or part of the Products; c) orders of Kit, Set or Final Product consistent with terminate the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications LTA in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this AgreementArticle 4.4. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 5.1. Upon the execution of this Agreement by The term of Parties, the license under this Agreement shall commence upon on the Effective Date and, unless terminated earlier pursuant sooner as provided herein below or by mutual agreement, shall remain in effect until the last Licensed Patent having a Valid Claim will have expired. 5.2. Failure by either Party to this Agreement to comply with any of its obligations and conditions contained herein shall entitle the other Party to give the Party in default written notice requiring it to cure such default. If the default is not cured within sixty (60) days after receipt of such notice, the notifying Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, shall continue until to terminate the tenth anniversary of the Effective Date (“Term”)entire Agreement by giving notice to take effect immediately. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)5.3. If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Either Party has the right to may terminate this Agreement giving to the other Party at least twelve upon thirty (1230) months days written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2if, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, howeverat any time, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if file a petition in bankruptcy is or insolvency before the courts or apply for an arrangement or for the appointment of a receiver or trustee for all of its assets or any part thereof, or if the other Party proposes a written agreement of composition or extension of its debts or if the other Party shall be served with an *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Osmetech – Contract No. 17852 6 involuntary petition against it which is it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after its filing, or proceedings are taken if the other Party shall propose or be a Party to liquidate any dissolution or liquidation, or if the assets other Party shall make an assignment for the benefit of such creditors. 5.4. LCE shall have the right to terminate this Agreement at any time for any reason upon ninety (90) days prior written notice. 5.5. Termination of this Agreement for any reason shall be without prejudice to any other remedies to which either Party which are is or thereafter becomes entitled hereunder and shall not stayed within sixty (60) days. Any assets jointly owned affect any obligations or rights accrued before termination hereunder, provided however, that LCE shall be obligated to make all payments required by the two Parties including the Jointly Owned Arising IP shall become the property Section 3.1 regardless of the Party not seeking date of any such relieftermination. 3.8 Notice 5.6. Upon early termination of Termination this Agreement, LCE shall notify ROCHE of the stock of Complete Diagnostic Kits LCE and Breach Notice are its Affiliates have on hand at the date of any such termination and LCE shall pay the royalty thereon, upon which LCE shall be entitled to be sent by registered lettersell the said stock in a period of three (3) months and in accordance with the requirements of Articles 4 and 6. 5.7. The following provisions shall survive the expiration or termination of this Agreement: Article 3, Article 4, Section 5.5, and Articles 7, 8, 10, 11 and 12.

Term and Termination. 3.1 18.1 This Commercial Agreement shall become effective on the Effective Date. 18.2 The term of this Commercial Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary be 5 years calculated separately for each country of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following Territory, starting from the Effective Date and for first sales of Commercial Product in the following six (6) monthsField in the respective country. Notwithstanding the foregoing, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Commercial Agreement beyond shall expire on the fifth anniversary date that is fifteen (15) years after the date of the Effective Date (“Renegotiation Period”). If first Registration of the Parties come to an agreement during Commercial Product in the Renegotiation PeriodTerritory. 18.3 The Commercial Agreement shall not be automatically renewed, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case but the Parties will not reach an agreementmeet two years prior to expiration of the Commercial Agreement in order to consider the renewal of the Commercial Agreement in Good Faith. 18.4 Notwithstanding the foregoing, either Party has may terminate this Commercial Agreement with immediate effect by giving notice of termination to the other Party: (i) upon any material breach of this Commercial Agreement by the other Party which is not remedied within sixty (60) days from notification thereof; (ii) upon the other Party committing an act of bankruptcy or compounding with its creditors or being confiscated or sequestrated or nationalised or in any other way transferred into state ownership; (iii) SYT shall have the right to terminate the Commercial Agreement with a 30 day notice period should Exclusivity hereunder not be granted in Italy, Turkey or Israel within 24 months after the Effective Date of the Commercial Agreement. 18.5 Either Party may forthwith terminate this Commercial Agreement giving to in writing if the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s has been prevented from fulfilling its obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributableCommercial Agreement, in whole or in part, directly for more than one hundred eighty (180) days due to a Force Majeure event. 18.6 In the event a petition for relief under any bankruptcy law or indirectly, to MIPI legislation is filed by or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Productagainst MBI, or (iii) if MBI makes an assignment for the Kitbenefit of creditors or a receiver is appointed for all or a substantial portion of MBI’s assets, Set and such petition, assignment or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which appointment is not dismissed or vacated within sixty thirty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (6030) days. Any assets , then the Parties shall jointly discuss in Good Faith possible commercially reasonable solutions regarding the supply of Commercial Product to SYT. 18.7 Upon the expiration or termination of this Commercial Agreement, any Registrations (but excluding any Trademarks of SYT) to be owned by MBI hereunder or jointly owned by MBI hereunder that may be in the two name of SYT, an affiliate of SYT or some local entity that may be affiliated with SYT, or otherwise not in the name of MBI, shall nonetheless be transferred to MBI upon MBI’s request or otherwise relinquished upon MBI’s request at no additional cost to MBI. 18.8 Upon the expiration or termination of this Commercial Agreement, any Registrations (but excluding any Trademarks of SYT) to be owned by SYT hereunder or jointly owned by SYT hereunder, shall nonetheless be transferred to MBI upon MBI’s request or otherwise relinquished upon MBI’s request, and MBI shall pay SYT for such transfer an amount to be negotiated between the Parties in Good Faith reflecting the value of the business including the Jointly Owned Arising IP shall become transferred Registrations at the property time of the Party not seeking such relieftransfer. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 14.1 This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the period specified in Order Form or on the Partner Order Form unless earlier terminated as set forth herein (the “Initial Subscription Term”). In case Customer was granted with a right to use the Solution during the Trial Period according to Section 3, this Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the Trial Period. Following the Trial Period this Agreement shall be automatically renewed for the applicable Initial Subscription Term specified in the Order Form or Partner Order Form (as the case may be) unless during the Trial Period or five (5) days following the Trial Period Customer provides either Company or the applicable Partner (as the case may be), written notice of non-renewal of the Agreement. If Customer purchased the license to the Solution directly from Company, following such Initial Subscription Term, the Agreement shall be automatically renewed for successive one (1) year terms, at the Company's then-applicable subscription fees, unless terminated earlier as set forth herein and/or unless either Party provides the other Party with at least thirty (30) days' prior written notice of non-renewal (each a “Renewal Subscription Term”) (the Initial Subscription Term, together, if relevant, Renewal Subscription Term, the “Subscription Term”). For the avoidance of doubt and without derogating from any of Company's rights under this Agreement, Customer acknowledges and agrees that the terms of this Agreement (including but not limited to, use restrictions, limited warranty and disclaimers, title and ownership, confidentiality and limitation of liability) shall apply to Customer and the Parties relationship, as long as Customer is using the Solution, even if the applicable Subscription Term has been expired (as set forth in Order Form. 14.2 Either Party may terminate this Agreement with immediate effect upon written notice if (a) the other Party materially breaches this Agreement and such breach remains uncured fifteen (15) days after having received written notice thereof; or (b) a receiver is appointed for the other Party, if the other Party makes a general assignment for the benefit of its creditors, or if the other Party commences proceedings under any bankruptcy or insolvency law. 14.3 Upon termination or expiration of this Agreement: (i) the Solution subscription granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use thereof; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control; and (iii) Company may delete all Customer Data. The term provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall commence upon the Effective Date andso survive, unless terminated earlier pursuant including but not limited to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date Sections 10 and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)12. If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed The termination of this Agreement (“Breach Notice”), specifying shall not limit the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to Company from pursuing any other rights or remedies which available to it under applicable law. Each Partner Order Form may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications terminated in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementany termination rights specified therein. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The 1.5.1 This Agreement shall commence and be deemed effective on the date when fully executed (the "Effective Date"). This Agreement is in effect for a period of three-years and (the "Term") and shall be automatically renewed indefinitely with additional one year terms unless the Licensee gives written notice of termination of this Agreement at least 45 days prior to the end of any one year period. 1.5.2 UNITED may terminate this Agreement by giving written notice to the Licensee at least six months prior to the end of any one year term provided, however, UNITED shall not give notice of termination in the first term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to except as provided elsewhere in this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)section 1.5. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of 1.5.3 UNITED may terminate this Agreement beyond at any time upon five days notice if the fifth anniversary of Licensee is more than 30 days in arrears in paying any quarterly payment due and owing to UNITED. The Licensee shall be allowed to cure the Effective Date (“Renegotiation Period”). If the Parties come to an agreement breach during the Renegotiation Periodnotice period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right thus pre-empting UNITED's ability to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this section. 1.5.4 UNITED may terminate this Agreement within one (1) week at any time upon five days notice if the Licensee becomes bankrupt or insolvent or ceases carrying on business for any reason. 1.5.5 The Licensee may terminate this Agreement at any time upon five days notice if UNITED becomes bankrupt or insolvent or ceases carrying on business for any reason. 1.5.6 The Licensee may, inter alia, terminate this Agreement at any time upon five days notice if UNITED is materially in breach of this Agreement for more than 30 days. UNITED shall be allowed to cure the breach during the notice period, thus pre-empting the Licensee's ability to terminate this Agreement in accordance with this section. 1.5.7 UNITED may terminate this Agreement at any time upon five days notice if UNITED, or any of its principals, officers or Directors becomes the subject of third party civil or criminal litigation as a result of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach Licensee's operations under this Agreement. The litigation contemplated herein must be material, and found to be of a serious nature by independent legal counsel. 3.7 Notwithstanding anything contained in 1.5.8 Upon termination of this Agreement Agreement, the Licensee shall immediately return to UNITED any and all of UNITED's materials 1.5.9 Upon termination of this Agreement, all Customer Information shall be given to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, Licensee and UNITED shall not make use of or files a petition or otherwise seeks relief under or pursuant disclose any Customer Information to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefthird party. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 22.1 This Agreement shall be effective as of the date first above written and continue in effect until July 1, 1999, and thereafter the Agreement shall continue in force and effect unless and until terminated as provided herein. Upon the expiration of the initial term, either Party may terminate this Agreement by providing written notice of termination to the other Party, such written notice to be provided at least ninety (90) days in advance of the date of termination. In the event of such termination, those service arrangements made available under this Agreement and existing at the time of termination shall continue without interruption under (a) a new agreement executed by the Parties, (b) standard Interconnection terms and conditions approved and made generally effective by the Commission, (c) Tariff terms and conditions generally available to CLEC, or (d) if none of the above is available, under the terms of this Agreement on a month-to-month basis until such time as (a), (b), or (c) becomes available. 22.2 For service arrangements made available under this Agreement and existing at the time of termination, if the standard Interconnection terms and conditions or Tariff terms and conditions result in the non-terminating Party physically rearranging facilities or incurring programming expense, the non-terminating Party shall commence upon be entitled to recover such rearrangement or programming costs, from the Effective Date andterminating Party. By mutual agreement, unless terminated earlier pursuant the Parties may jointly petition the appropriate regulatory bodies for permission to have this Agreement supersede any future standardized agreements or rules as such regulators might adopt or approve. 22.3 If either Party defaults in the payment of any amount due hereunder, or if either Party violates any other provision of this Agreement, and such default or violation shall continue until the tenth anniversary of the Effective Date for sixty (“Term”). 3.2 Upon Forty-two (4260) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months days after written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure services hereunder by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event written notice; provided the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty has provided the defaulting Party and the appropriate federal and/or state regulatory bodies with written notice at least twenty five (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (6025) days' prior to terminating service. Any assets jointly owned Notice shall be posted by certified mail, return receipt requested. If the two Parties including defaulting Party cures the Jointly Owned Arising IP default or violation within the twenty five (25) day period, the other Party will not terminate service or this Agreement but shall become be entitled to recover all costs, if any, incurred by it in connection with the property default or violation, including, without limitation, costs incurred to prepare for the termination of the Party not seeking such reliefservice. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 12.01 Unless otherwise terminated , this Agreement shall expire upon the expiration, lapse or invalidation of the []* after the Effective Date, whichever comes later. Expiration of the Agreement under this Section 12.01 shall not preclude SB from continuing to * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The term Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. exercise the rights and licenses granted to it hereunder without any further royalty or other obligation. 12.02 For the avoidance of doubt, this Agreement may not be terminated by either party (except under Sections 12.04 or 12.06) during the Research Period or Extended Research Period. 12.03 This Agreement will terminate if and when SB decides to exercise its option pursuant to Section 2.05 to discontinue the collaboration with PTL in the FIELD. 12.04 If either party fails or neglects to perform any material covenants or provisions of this Agreement and if such default is not corrected within sixty (60) days after receiving written notice from the other party with respect to such default, such other party shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement by giving written notice to the other Party party in default provided the notice of termination is given within six (6) months of the default and prior to correction of the default. 12.05 At any time after the Research Program or Extended Research Program, as the case may be, SB may terminate this Agreement by giving PTL at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days written notice thereof. 12.06 Either party may terminate this Agreement if, at any time, the other party shall file in any court or proceedings are taken agency pursuant to liquidate any statute or regulation of (the assets United States or of) any (individual) state or (foreign) country, a petition in bankruptcy or insolvency or for reorganisation or for an arrangement or for the appointment of a receiver or trustee of the party or of its assets, or if the other party proposes a written agreement of composition or extension of its debts, or if the other party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such Party which are petition shall not stayed within be dismissed with sixty (60) days. Any assets jointly owned by days after the two Parties including filing thereof, or if the Jointly Owned Arising IP other party shall become propose or be a party to any dissolution or liquidation, or if the property other party shall make an assignment for the benefit of the Party not seeking such reliefcreditors. 3.8 Notice 12.07 Notwithstanding the bankruptcy of Termination and Breach Notice are PTL, or the impairment of performance by PTL of its obligations under this Agreement as a result of bankruptcy or insolvency of PTL, SB shall be entitled to be sent by registered letterretain the licenses granted herein, without any further obligations to PTL, subject to PTL's right to terminate this Agreement for reasons other than bankruptcy or insolvency as expressly provided in this Agreement.

Term and Termination. 3.1 2.1 The initial term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following on the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining shall expire five (5) years of thereafter. After the initial term, this Agreement shall automatically renew for successive one (1) year terms, unless either the renegotiated terms and conditions shall apply. In case the ▇▇▇▇▇▇ Parties will not reach an agreement, either Party has the right to terminate this Agreement giving or Kratos Parties provide written notice to the other Party party of their desire not to renew at least twelve (12) months written notice 180 days prior to the fifth anniversary commencement of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereina new term. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in 2.2 In the event of a material breach of this Agreement by the other Party of the terms and conditions hereof; provided, howevera ▇▇▇▇▇▇ Party, the other Party shall first give Kratos Parties may terminate this Agreement by written notice of termination to the ▇▇▇▇▇▇ Parties; provided that, the Kratos Parties have given the breaching ▇▇▇▇▇▇ Party written notice of the proposed termination of this Agreement (“Breach Notice”)such breach, specifying the grounds thereof. Upon receipt of such Breach Notice, and the breaching ▇▇▇▇▇▇ Party shall have fails to cure such breach within thirty (30) days of receipt thereof, provided, however, that failure of the ▇▇▇▇▇▇ Parties to respond perform under a Purchase Order shall not constitute a material breach of this Agreement but the repeated failure of the ▇▇▇▇▇▇ Parties to perform under Purchase Orders after notice shall constitute a material breach of this Agreement. 2.3 In the event of a material breach of this Agreement by curing a Kratos Party, the ▇▇▇▇▇▇ Parties may terminate this Agreement by written notice of termination to the Kratos Parties; provided that, the ▇▇▇▇▇▇ Parties have given the breaching Kratos Party written notice of such breach. If , and the breaching Kratos Party does not fails to cure such breach within such periodthirty (30) days of receipt thereof, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) monthsprovided, (ii) monthly payments overdue for more than three (3) monthshowever, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning that failure of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations Kratos Parties to perform under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It Purchase Order shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be constitute a material breach or Supply Breach of this Agreement but the repeated failure of the Kratos Parties to perform under Purchase Orders after notice shall constitute a material breach of this Agreement. 3.7 Notwithstanding anything contained in 2.4 Upon the termination of this Agreement, the Seller and Buyer shall continue to be obligated to perform under and with respect to all Purchase Orders already accepted under this Agreement prior to the contrarysuch termination, this Agreement may but shall no longer be terminated by either Party in the event entitled to place any additional Purchase Orders with the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefParty. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 11.1 This Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following be in full force and effect from the Effective Date and for shall remain in effect until expiry of the following six (6) monthslast to expire patent of Intellectual Property Rights, the Parties agree unless otherwise terminated by operation of law or pursuant to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)Agreement. If the Parties come to an agreement during the Renegotiation Period[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either AS AMENDED. 11.2 Either Party has the right to may terminate this Agreement giving on thirty (30) days written notice to the other Party at least twelve (12"the Notified Party") months if any of the following events occur: (a) If the Notified Party is in breach of any of the material terms or obligations of this Agreement and such breach remains uncured for sixty (60) days following receipt by the Notified Party of written notice prior of such breach (if such default is cured within the cure period, such written notice shall be null and void), provided that, if the Notified Party can establish to the fifth anniversary reasonable satisfaction of the Effective Date otherwise other Party that it is diligently and actively pursuing a cure at the Agreement will automatically continue expiration of the cure period, and that the default is reasonably capable of being cured, then the cure period shall be extended for up to ninety (90) days from the remaining term on date of receipt of the written notice of breach by the Notified Party. For the avoidance of doubt, in the event of a dispute whether a Party is in breach of the material terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination obligations of the Agreement and/or whether the cure period shall be extended, the dispute shall be resolved under Article 10. The Agreement shall not terminate until a final decision has been reached either by the Parties or under Arbitration as set forth in Article 3.210. (b) In the event the Notified Party shall have become bankrupt, or shall have made an assignment for the manufacture benefit of its creditors or there shall have been appointed a trustee or receiver of the Notified Party or for all or a substantial part of its property or any case or proceeding shall have been commenced or other action taken by or against the Notified Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, or other similar act or law of any jurisdiction now or hereafter in effect and supply of Kitany such event shall have continued for ninety (90) days undismissed, Set unbonded and/or undischarged. All rights and Final Product will continue on the terms and conditions as set forth in license granted under this Agreement by one Party to the other Party are, and shall otherwise be deemed to be, for eighteen purposes of Section 365(n) of the Bankruptcy Code, license of rights to "intellectual property" as defined under Section 101 (1856) months following of the termination notice. 3.4 This Bankruptcy Code. The Parties agree that the licensor under this Agreement shall retain and may be terminated by either Party fully exercise all of its rights and elections under the Bankruptcy Code in the event of a material breach bankruptcy by the other Party Party. The Parties further agree that in the event of the terms and conditions hereof; provided, howevercommencement of a bankruptcy proceeding by or against one Party under the Bankruptcy Code of their respective countries, the other Party shall first give be entitled to complete access to any such intellectual property pertaining to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held granted in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property licenses hereunder of the Party not seeking by or against whom a bankruptcy proceeding has been commenced and all embodiments of such reliefintellectual property. However, if NOVO NORDISK is the bankrupt party, this above shall only apply to the extent this is allowed under the Danish Bankruptcy Code ("Konkursloven"). 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 7.1 This Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary become effective as of the date hereof (the “Effective Date Date”), and shall expire at 11:59 p.m. on the last day of Contract Year 3 (the “Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)unless sooner terminated as provided herein. If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated renewed by either Party EOG for three additional one-year terms (each a “Renewal Term”, and together with the Initial Term, collectively, the “Term”) upon delivery of written notice to Smart Sand of EOG’s intent to renew no later than ninety (90) days prior to the expiration of the Initial Term, or first or second Renewal Term, as applicable. If the EOG exercises its right to renew the agreement for the first Renewal Term but does not exercise its right for a second Renewal Term, the Agreement shall expire at 11:59 p.m. on the last day of Contract Year 4 and there shall be no further right of renewal. If the EOG exercises its right to renew the Agreement for the first and second Renewal term but does not exercise its right for a third Renewal Term, the Agreement shall expire at 11:59 p.m. on the last day of Contract Year 5 and there shall be no further right of renewal. If the EOG exercises its right to renew the Agreement for the first, second and third Renewal Term but does not exercise its right for a fourth Renewal Term, the Agreement shall expire at 11:59 p.m. on the last day of Contract Year 6 and there shall be no further right of renewal. (a) Either party may terminate this Agreement, immediately upon written notice to the other party, (i) if such other party is in the event of a material breach by of any of its obligations under the other Party of the terms Agreement and conditions hereof; provided, however, the other Party shall first give fails to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of cure such Breach Notice, the breaching Party shall have breach within thirty (30) days to respond by curing (fifteen (15) for the nonpayment of money) after receipt of written notice thereof from such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights party or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in if such other party is insolvent or makes any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent arrangement with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Productcreditors generally, or (iii) if the Kit, Set has a receiver appointed for all or Final Product failure is the result a substantial part of conducting the Process under a deviation at the request its business of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankruptproperties, or files a petition an insolvency, bankruptcy of similar proceeding is brought by or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which such other party and involving such other party is not dismissed within sixty (60) business days of its institution, or proceedings are taken if such other party goes into liquidation or otherwise ceases to liquidate function as a going concern. (b) If an Excusable Delay set forth in Section 9 continues for a period of at least ninety (90) days then the assets party not claiming Excusable Delay may, at its option, immediately upon written notice to the other party, elect to terminate this Agreement. 7.3 In the event of termination of this Agreement as provided in Section 7.2, this Agreement shall immediately become void and there shall be no liability or obligation on the part of any party hereto; provided, that (i) any such Party which are termination shall not stayed relieve any party from liability for any willful breach of this Agreement or any fraud and (ii) the provisions of this Section 7.3 (Effect of Termination) and Sections 8 (Confidentiality), 10 (Limitation of Liability), 11 (Notices), 12 (Resolution of Disputes) and 15 (Miscellaneous) of this Agreement shall remain in full force and effect and survive any termination of this Agreement. 7.4 Notwithstanding the anything to the contrary in Section 7.3, in the event EOG terminates this Agreement pursuant to Sections 7.2(a)(i) or (ii), or either party terminates this Agreement pursuant to Section 7.2(b), EOG shall pay, within sixty thirty (6030) daysdays of the receipt of an invoice from Smart Sand, all amounts due and owing to Smart Sand for Products delivered by Smart Sand prior to the effective date of termination. Any assets jointly owned In the event Smart Sand terminates this Agreement pursuant to Sections 7.2(i) or (ii), EOG shall pay, within thirty (30) days of the receipt of an invoice from Smart Sand, an amount equal to: (A) all amounts due and owing to Smart Sand for Products delivered by Smart Sand prior to the effective date of termination; plus (B) an amount equal to: (i) *** multiplied by the two Parties including difference between *** and the Jointly Owned Arising IP actual tons purchased by the EOG during the Term, plus (ii) ***multiplied by the difference between the amount of tons in excess of *** that EOG has committed to purchase during the Term and the actual tons in excess of *** purchased by EOG during the Term. Notwithstanding the foregoing, in the event EOG makes any Deferred Payment(s) and/or True-Up Payment(s) during the Term, it shall become be treated as though the property net tons applied to or relating to such payments were delivered by Smart Sand and purchased and received by EOG. For example, if upon termination, (i) EOG previously purchased *** tons of Product during the Party not seeking such reliefTerm but failed to purchase and receive *** tons, then EOG shall pay Smart Sand *** times *** tons for total liquidated damages of ***, or (ii) EOG previously purchased *** tons of Product during the Term but had committed to purchasing *** tons of Product, then EOG shall pay Smart Sand *** times *** tons for total liquidated damages of ***. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 12.1 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (1) Obligations t6 pay royalties and other sums accruing hereunder up to the day of such termination; (2) MICHIGAN's rights to inspect books and records as described in Article 5, and LICENSEE's obligations to keep such records for the required time; (3) Obligations of defense and indemnity under Article 11; (4) Any cause of action or claim of LICENSEE or MICHIGAN accrued or to accrue because of any breach or default by the other Party hereunder; (5) The general rights, obligations, and understandings of Articles 2, 10, 15, 17, 26 and 27; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement shall commence upon the that by their sense and context are intended to survive until performance thereof. 12.2 This Agreement will become effective on its Effective Date and, unless terminated earlier pursuant to under another, specific provision of this Agreement, will remain in effect until and terminate upon the last to expire of Licensed Patents. 12.3 If LICENSES shall continue until at any time default in the tenth anniversary payment of any royalty or the making of any report hereunder, or shall make any false report, or shall commit any material breach of any covenant or promise herein contained, and shall fail to remedy any such default, breach or report within thirty (30) days after written notice thereof by MICHIGAN specifying such default, then MICHIGAN and RDLP may, at their option, terminate this Agreement and the license rights granted herein by notice in writing to such effect. Any such termination shall be without prejudice to any Party's other legal rights for breach of this Agreement. 12.4 LICENSEE may terminate this Agreement by giving MICHIGAN a notice of termination, which shall include a statement of the Effective Date reasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date shall not be sooner than ninety (“Term”)90) days after the date of the notice. Such notice shall be deemed by the Parties to be final. 3.2 Upon Forty-two (42) months following 12.5 In the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue event LICENSEE shall at any time during the term of this Agreement beyond deal with the fifth anniversary TECHNOLOGY or Products in any manner which violates the laws, regulations or similar legal authority of any jurisdiction including, but not limited to, the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving public health requirements relating to the TECHNOLOGY or Products or the design, development, manufacture, offering for sale, sale or other Party at least twelve (12) months written notice prior to the fifth anniversary disposition of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2Products, the manufacture and supply of Kit, Set and Final Product will continue on license granted herein shall terminate immediately with respect to such Products within the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination noticeterritory encompassed by such jurisdiction. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon the Effective Date and, unless 7.1 Unless earlier terminated earlier pursuant to this AgreementSection 7, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the this Agreement will have an initial term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years from the Effective Date. After the expiration of the initial term, this Agreement the renegotiated terms and conditions will thereafter continue for subsequent five year terms, unless earlier terminated as provided below. Neither party will be liable for terminating this Agreement in accordance with its terms. 7.2 This Agreement can be terminated as follows: 7.2.1 Philips shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach cause immediately in the event that (i) the failure MedQuist defaults in any payment due to supply is attributable, in whole or in part, directly or indirectly, Philips and such default continues for a period of thirty (30) business days after written notice to MIPI or its licensee, MedQuist; (ii) EZN MedQuist fails to perform any material obligation, duty or responsibility or is able in default with respect to supply an additional replacement of Kit, Set any material term or Final Product meeting the Specifications in accordance with condition undertaken by it under this Agreement within one and such default continues for a period of thirty (130) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, business days after written notice to MedQuist; or (iii) if the Kit, Set a receiver is appointed for MedQuist or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankruptits property, or files a petition it makes an assignment for the benefit of its creditors, or otherwise seeks relief any proceedings are commenced by, for or against it under or pursuant to any bankruptcy, insolvency or reorganization statute or proceedingdebtor's relief law, or if it is liquidated or dissolved. In case the tender for MedQuist shares is not consummated in accordance with the terms of the Tender Offer Agreement, this Agreement shall have no effect, unless confirmed by both the parties hereto. 7.2.2 MedQuist shall have the right to terminate this Agreement immediately in the event that (i) Philips fails to perform any material obligation, duty or responsibility or is in default with respect to any material term or condition undertaken by it under this Agreement and such default continues for a petition in bankruptcy period of thirty (30) business days after written notice to Philips; or (ii) a receiver is filed appointed for Philips or its property, or it makes an assignment for the benefit of its creditors, or any proceedings are commenced by, for or against it which under any bankruptcy, insolvency or debtor's relief law, or it is not dismissed within sixty liquidated or dissolved or (60iii) Philips defaults in any payment due to MedQuist and such default continues for a period of thirty (30) days or proceedings are taken after written notice to liquidate Philips. 7.2.3 Either Party shall have the assets of such Party which are not stayed within sixty right to terminate this Agreement (60) days. Any assets jointly owned by both at the two Parties including the Jointly Owned Arising IP shall become the property end of the Party not seeking initial term and during or at the end of any subsequent term) at its sole discretion upon at least a two (2) years prior written notice to the other Party, the first possibility to issue such reliefnotice shall be no sooner than at the end of the initial term (i.e. the term of the license will be at least 7 years). 3.8 Notice 7.3 Upon the termination of Termination this Agreement, all fees owed by one Party to the other Party pursuant to this Agreement shall be paid within ten (10) days after the date of termination. 7.4 Upon the termination of this Agreement, all licenses granted hereunder shall terminate. Each Party shall return to the other Party, erase, or destroy all copies of the other Party's Confidential Information in its possession or reasonably obtainable and Breach Notice are to be sent by registered lettershall certify same has been done. 7.5 Sections 5, 7.3, 7.4, 8, 9 and 10 shall survive the termination of this Agreement.

Term and Termination. 3.1 The term of this (a) This Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following on the Effective Date and shall remain in effect for the following six (6) months[one] year, the Parties agree unless earlier terminated pursuant to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date Section 4 (“Renegotiation PeriodInitial Term”). If the Parties come to an agreement during the Renegotiation Period, then This Agreement shall automatically be renewed for the remaining five additional [one] year terms (5“Renewal Term”) years of unless earlier terminated pursuant this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinSection 4. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18b) months following the termination notice. 3.4 This Agreement may be terminated by either Party in as follows: (i) Any party may terminate this Agreement with or without cause upon 120 days’ prior written notice to the other parties. In the event a party elects to terminate this Agreement without cause, the Publishing Party shall be entitled to receive payment of Publishing Fees in respect of each Qualified Referral which was referred prior to the date of such notice of termination, for the full term of the applicable Qualified Insertion Order. (ii) Any party may terminate this Agreement upon thirty (30) days’ prior written notice for a material breach by the other Party of the terms and conditions hereof; providedthis Agreement, however, the other Party shall first give to provided that the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of party fails to cure such Breach Notice, the breaching Party shall have breach within thirty (30) days to respond of its receipt of such notice by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under party. Any party may terminate this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure other party fails to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting timely pay the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product applicable Publishing Fees due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach and owing under this Agreement. 3.7 Notwithstanding anything contained (c) Upon expiration or termination of this Agreement, (i) the Operating Companies and Travelzoo shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between them, (ii) the Operating Companies and Travelzoo agree not to act in any way to damage the reputation of the other’s products or services, and (iii) each party shall cease to promote, solicit, or procure orders for any insertion orders to be published by the other party. A party’s publishing of Qualified Insertion Order after termination of this Agreement shall not be construed as a renewal or extension of this Agreement, or as a waiver of the right to terminate or of any other matter or right and, subject to the terms of the License Agreement, each of the parties shall have the right after the termination of this Agreement to the contrarydeal with, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcyand solicit orders from, is adjudicated a bankruptany and all persons and entities, including referred Advertisers or files a petition potential referred Advertisers, who dealt with or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned were referred by the two Parties including Referring Party, without any liability of any kind to the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefReferring Party. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 a. The term of this Agreement shall commence begin upon the Effective Date and, unless terminated earlier pursuant and shall extend to this Agreement, shall continue until the tenth anniversary end of the Effective Date Fifth Contract Year (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and b. This Agreement will automatically renew for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining another five (5) years years, provided that Distributor has met all of its obligations pursuant to this Agreement the renegotiated terms and conditions shall apply. In case the Parties will Agreement, including but not reach an agreement, either Party has the right limited to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinits Minimum Purchase Requirements. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 c. This Agreement may be terminated by either Party party upon one hundred eighty (180) days written notice in the event that: i. there is a breach of this Agreement by the non-terminating party, provided that the non-terminating party does not cure its breach within the first ninety (90) days after said notice; or ii. the non-terminating party becomes bankrupt, is placed into the hands of a material breach by the other Party trustee, receiver, or manager on behalf of the terms and conditions hereof; provided, however, the other Party shall first give creditors as to the breaching Party whole or a substantial part of its business, makes an assignment for the benefit of creditors, or ceases to carry on business. d. This Agreement may be terminated immediately upon the mutual written notice consent of both parties. e. Upon expiration or termination of this Agreement, Delcath shall have the proposed option, solely at its discretion, to repurchase any PHP Systems remaining in Distributor’s stock for an agreed upon price, not to exceed the price paid by Distributor for such PHP System. Distributor shall not sell to any party other than Delcath any PHP Systems remaining in its inventory after the termination or expiration of this Agreement. f. Upon expiration or termination of this Agreement (“Breach Notice”)for any reason and at any time, specifying whether or not at the grounds thereof. Upon receipt end of such Breach Noticethe Term, the breaching Party Distributor shall have thirty (30) days take all necessary or appropriate steps at no charge to respond by curing such breach. If the breaching Party does not cure such breach within such periodDelcath and without delay, the other Party may terminate the Agreement without prejudice to transfer to Delcath or to Delcath’s nominee, any other rights or remedies which may be available Governmental Approvals and/or tenders related to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds PHP System held in the Escrow Account have name of Distributor (or if such transfer is not been made available permitted, to EZN cooperate in the cancellation of such Governmental Approvals and/or tenders and the reissuance thereof to Delcath or its designee). Distributor shall provide Delcath with a list of all of Distributor’s customers for the purpose of decontamination PHP System including contact information and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clauseinformation on items purchased by customers, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationall information regarding pending tenders. 3.6 Material breach g. Upon termination of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement , any amount due and owing to Delcath from Distributor shall remain owed to Delcath and shall be paid by Distributor either immediately upon termination or according to the contraryapplicable payment terms of this Agreement, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, whichever is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relieflater. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 7.1 Unless sooner terminated as provided for by this Agreement, this Agreement shall remain in force and effect for a period of seventeen (17) years from the Election Date or twenty seven (27) years from the Effective Date, whichever period ends sooner. The term licenses granted in Section 3.0 to each party shall be paid up for the life of Capstone Patents and Solar Intellectual Property at the expiration, not the termination of this Agreement. 7.2 Termination or expiration of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant not affect Capstone's obligations to make payments and reports as provided herein with respect to Licensed Product shipped or otherwise disposed of prior to termination or expiration of this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term all provisions of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). pertaining to such reports and payments shall survive such termination or expiration and continue in full force and effect. 7.3 If the Parties come to an agreement during the Renegotiation Periodeither party materially breaches this Agreement, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving upon written notice to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2defaulting party specifying such breach, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party defaulting party shall have thirty (30) days after such notice to respond by curing remedy such breach or to implement a program, reasonably satisfactory to the party not in default, to correct such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under remains uncured after thirty (30) days either party may initiate the dispute resolution proceedings provided for in Paragraph 14.4. However, if Capstone refuses to pay undisputed royalties when due after written notice from Solar with a thirty (30) day opportunity to cure, Solar may give Capstone written notice of termination of this Agreement. 3.7 Notwithstanding anything contained 7.4 In the event Solar provides Capstone written notice that Solar is ceasing the manufacture of PSRs other for Solar or Caterpillar, Inc., or other events have occurred that would inhibit the effective transfer of technology from Solar to Capstone. Capstone shall have ninety (90) days in which to elect to exercise the rights granted under this Agreement per the provisions of Section 2.0. If Capstone does not elect to exercise the contrary, rights within ninety days && this License Agreement may be terminated by either Party Solar. If Capstone elects to exercise the rights granted under this Agreement within ninety days, Solar shall fully cooperate and assist in the event Product Know-How and Technology Transfer provided for in Section 5.0 and the other Party files a petition obligations provided for in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief this Agreement and the Product Know-How and Technology Transfer obligations under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty Section 5.0 of this Agreement shall begin one hundred eighty (60180) days or proceedings are taken after Capstone elects to liquidate exercise the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefrights. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 10.1 Unless terminated earlier in accordance with the provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How and/or CDACF Version 8 Know-How is identified and remains secret and substantial, whichever is later. Upon expiration of this Agreement with respect to Product in a given country, the licenses granted to Licensee hereunder with respect to Product in such country shall commence become fully paid and royalty-free. 10.2 Licensee may terminate this Agreement by giving sixty (60) days’ notice in writing to Lonza. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary occurrence of any of the Effective Date (“Term”).following events: 3.2 Upon Forty-two (42) months following 10.3.1 if the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term other commits a breach of this Agreement beyond which in the fifth anniversary case of a breach capable of remedy shall not have been remedied within forty-five (45) days of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach receipt by the other Party of a notice identifying the terms breach and conditions hereofrequiring its remedy; provided, however, provided that in the other Party case of payment defaults by Licensee the cure period shall first give be reduced to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, days. 10.3.2 if the other Party may terminate the Agreement without prejudice is unable to any pay its debts or enters into compulsory or voluntary liquidation (other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and decommissioning assume the obligations of the Hot Cell(srelevant Party under this Agreement) within three (3) month despite EZN’s notification *Confidential Treatment Requested* or compounds with or convenes a meeting of commissioning its creditors or has a receiver or administrator appointed over all or any part of the high throughput facilityits assets or takes or suffers any similar action in consequence of a debt, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationor ceases for any reason to carry on business. 3.6 Material breach of EZN’s obligations under 10.4 If at any time during this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in partLicensee knowingly, directly or indirectly, opposes or assists any Third Party to MIPI oppose the grant of letters patent or its licenseeany patent application within any of the Patent Rights or disputes or knowingly, (ii) EZN is able directly or indirectly, assists any Third Party to supply an additional replacement dispute the validity of Kitany patent within any of the Patent Rights or any of the claims thereof, Set Lonza shall be entitled at any time thereafter to terminate all or Final Product meeting any of the Specifications in accordance with licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement within one (1) week of expires or is terminated for any reason any and all licences granted hereunder shall terminate with effect from the delivery date of termination and Licensee shall destroy all Vectors, Cell Lines and Product forthwith and shall certify such destruction immediately thereafter in writing to Lonza provided however that the originally scheduled order Licensee and Sublicensees shall have the right to complete and sell or otherwise dispose of Kitall work in progress and Product then on hand, Set or Final Product, or (iii) if subject to the Kit, Set or Final Product failure is payment of royalties and the result other terms of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in 10.6 Termination for whatever reason or expiration of this Agreement to shall not affect the contrary, accrued rights of the Parties arising in any way out of this Agreement may be terminated by either Party in as at the event date of termination. The right to recover damages against the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party and all provisions which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP expressed to survive this Agreement shall become the property of the Party not seeking such reliefremain in full force and effect. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 12.1 This Agreement, unless earlier terminated as provided herein, shall expiry on the expiration date of the last to expiry of the PATENT RIGHTS or COOPERATION PATENT RIGHTS. 12.2 If LICENSEE ceases to carry on its business (or that part of its business pertaining to LICENSED PRODUCTS and LICENSED PROCESSES), then this Agreement shall terminate upon written notice by LICENSORS. 12.3 If LICENSEE fails to make any payment due to LICENSORS, LICENSORS shall have the right to terminate this Agreement jointly but not solely effective on [***] days’ written notice, unless LICENSEE makes all such payments within the [***] day period to LSU or as set out in Article 3.9 of this Agreement to an escrow agent. If LICENSEE has not made all such payments to LSU by the time the [***] day period expires, LICENSORS may terminate this Agreement upon written notice to LICENSEE. 12.4 Upon any material breach or default of this Agreement by LICENSEE other than those occurrences listed in Paragraphs 12.2 and 12.3 (the terms of which shall commence upon take precedence over this Paragraph 12.4, where applicable), LICENSORS shall have the Effective Date andright to terminate this Agreement effective on [***] days’ written notice to LICENSEE jointly but not solely unless LICENSEE cures the material breach or default before the [***] day period expires. 12.5 In the event LICENSEE brings a civil action seeking, unless terminated earlier pursuant through ordinary, declaratory or any other form of relief, to invalidate any PATENT RIGHTS under this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)LICENSORS may immediately terminate this Agreement jointly but not solely upon written notice to LICENSEE. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party 12.6 LICENSEE has the right to terminate this Agreement giving at any time on [***] days’ written notice to either LICENSORS, with or without cause. In such a case, LICENSEE shall: (a) pay all amounts due LICENSORS through the effective date of the termination; (b) submit a final report in compliance with Paragraph 4.2; (c) return any confidential or trade secret materials provided to LICENSEE by LICENSORS in connection with this Agreement; or, with prior written approval by LICENSORS, destroy such materials, and certify in writing that such materials have all been returned or destroyed ; and (d) suspend its use of the LICENSED PROCESS(ES) AND LICENSED PRODUCT(S). 12.7 Upon any termination of this Agreement, and except as expressly provided herein to the other Party at least twelve (12) months written notice prior to the fifth anniversary contrary, all rights and obligations of the Effective Date otherwise parties hereunder shall cease, except any previously accrued rights and obligations and further as follows: (1) Obligations to pay running royalties and other sums accruing hereunder through the Agreement will automatically continue day of termination, and to make a final report under Paragraph 4.2; (2) LICENSORS’ rights to inspect books and records as described in Article 4, and LICENSEE’s obligations to keep such records for the remaining term on required time; (3) Obligations to hold harmless, defend and indemnify LSU and the terms University of Warsaw and conditions set forth herein.their board members, officers, employees and agents, and to maintain insurance, and all other obligations under Article 11; 3.3 It is agreed between the Parties that in case (4) Any cause of termination action or claim of the Agreement as set forth in Article 3.2, the manufacture and supply LICENSEE or LICENSORS accrued or to accrue because of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material any breach or default by the other Party party hereunder; (5) The provisions of the terms Articles 1, 9, 14 and conditions hereof15; providedand (6) All other terms, howeverprovisions, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”)representations, specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s and obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement that by their sense and context are intended to the contrary, this Agreement may be terminated survive until performance thereof by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefboth parties. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 7.1 This Agreement shall enter into force on the date of execution hereof by the last Party to sign it. Except by mutual agreement of the Parties to terminate earlier and except for a termination pursuant to Paragraphs 7.2, 7.3, or 7.4 of this Agreement, this Agreement shall remain in force and effect for a period commencing on the Effective Date of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue and continuing until the tenth anniversary last day of the Effective Date tenth (“Term”). 3.2 10th) Contract Year or the date of expiration of the last to expire of the A Licensed Patents or A Licensed Improvement Patents, whichever is later. Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue expiration of the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2the preceding sentence, B shall have a non-exclusive, non-terminable, royalty-free right and license under the manufacture and supply of Kitrights granted in Paragraph 2.1, Set and Final Product will continue on but B shall not have such rights if the terms and conditions as set forth in this Agreement is terminated for eighteen (18) months following the termination noticeany other reason. 3.4 This Agreement may be terminated by either Party in 7.2 In the event of a material breach or default by the other Party of the terms and conditions hereof; providedB under this Agreement, however, the other Party shall first A at its sole option may give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have B thirty (30) days written notice of its intention to respond by curing terminate this Agreement and, unless B within a fifteen (15) day period after receipt of said notice shall remedy the default, all the licenses and rights granted hereunder to B shall terminate at the end of such breachthirty (30) day period. If In the breaching Party event A does not cure act upon a breach or default of B and terminate this Agreement, such breach within such period, the other Party may terminate the Agreement without prejudice failure to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It act shall not be considered construed as a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement waiver of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week any new breach of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt7.3 If B shall become insolvent, or files a petition make any assignment for the benefit of creditors, or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceedingif B is adjudged bankrupt, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days receiver or proceedings are taken trustee of B’s property shall be appointed, or if B becomes a non- surviving party to liquidate a merger or amalgamation, this Agreement shall, unless the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP otherwise mutually agree, automatically be terminated and all licenses and rights granted to B shall become the property of the Party not seeking such reliefterminate. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The This term of this Agreement shall commence upon the Effective Date andand terminate upon the completion of the Parties’ Study-related activities under the Agreement, unless terminated earlier pursuant to early as further described in this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)Section. If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party Either party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have Study upon thirty (30) days prior written notice to respond the other. This Study may be terminated immediately at any time by curing such breacheither party when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, or the FDA, it is determined to be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects' rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement, Institution shall notify Company. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice Parties are unable to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (identify a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrarymutually acceptable successor, this Agreement may be terminated by either Party upon thirty (30) days written notice. Notwithstanding the above, any Party may, in the event addition to any other available remedies (1) immediately terminate this Agreement upon the other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare of Study subjects; and/or (2) terminate this Agreement upon the other Party’s material default or breach of this Agreement, provided that the defaulting/breaching Party files fails to remedy such material default or breach within thirty (30) days after written notice thereof. If this Agreement is terminated prior to completion of the Study, for any reason, Institution shall notify the IRB that Company support has been terminated and furnish to Company any Deliverables for the Study completed prior to Termination. Upon Discloser’s written request, Recipient shall provide Discloser at Discloser’s expense, all Confidential Information provided under this Agreement by Discloser; provided, however, that Recipient may retain such Confidential Information for record keeping purposes, monitoring its obligations, and exercising its rights hereunder, subject to Recipient’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement. If this Study is terminated early by either Party, the Institution shall be reimbursed for all work completed, on a petition pro rata basis, and reasonable costs of bringing the Study to termination incurred through the date of termination, and for non-cancelable commitments properly incurred through that date, if applicable. Upon receipt of notice of termination, Institution will use reasonable efforts to reduce or eliminate further costs and expenses. (REVISE IF SECTIONS ARE OMITTED DUE TO STRUCTURE) Subsections 1.4, 1.6, 14.4, 14.5 and 14.6, and Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 19 and 23, shall survive any termination or expiration of this Agreement, except that Section 3 shall survive for the period stated in bankruptcySection 3.1. Any provision of this Agreement that by its nature and intent remains valid after termination will survive termination. Subject Material (OMIT IF MATERIALS ARE NOT BEING PROVIDED TO THE COMPANY) Subject Material means any biologic material of human origin including, is adjudicated a bankruptwithout limitation, tissues, blood, plasma, urine, spinal fluid, or files a petition or otherwise seeks relief under or other fluids derived from the Study subjects in accordance with and pursuant to any bankruptcythe Protocol (“Subject Material”). Institution agrees to make the Subject Material available to the Company in accordance with the Protocol for the purposes of the Study. The Subject Material may be used by the Company, insolvency or reorganization statute or proceedingcentral lab, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned other contracted party only as allowed by the two Parties including Study subject’s informed consent form or pertinent institutional review board(s). Company agrees that any use of Subject Materials, other than as allowed by the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefStudy subject’s informed consent form, will require additional IRB review and approval. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 6.1 The term of this Agreement shall commence upon extend from the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth second anniversary of the Effective Date (“Term”)Date, subject to the other provisions of this Article. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to 6.2 Lixte may terminate this Agreement for any reason by giving to the other Party at least twelve sixty (1260) months days’ prior written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in University. In the event of a material breach by the other Party of the terms and conditions hereof; providedtermination under this Paragraph, however, the other Party shall first give Lixte will not be obligated to the breaching Party pay any installment under Paragraph 3.1 which is due more than sixty (60) days after written notice of termination is given to University. 6.3 Either Party (the proposed termination of this Agreement (“Breach NoticeNon-Breaching Party”)) may, specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be remedy available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under it at law, terminate this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) monthsreasonable cause, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party such as in the event the other Party files a petition party (the “Breaching Party”) shall have materially breached or defaulted in bankruptcythe performance of any of its material obligations hereunder, is adjudicated a bankrupt, and such breach or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within default shall have continued for sixty (60) days after written notice thereof was provided to the Breaching Party by the Non-Breaching Party (or, if such breach or proceedings are taken default cannot be cured within such 60-day period, if the Breaching Party does not commence and diligently continue actions to liquidate cure such breach or default during such 60-day period). Any such termination shall become effective at the assets end of such 60-day period unless the Breaching Party which are has cured any such breach or default prior to the expiration of such 60-day period (or, if such breach or default cannot stayed be cured within sixty (such 60) days. Any assets jointly owned by -day period and the two Parties including the Jointly Owned Arising IP Breaching Party has commenced and diligently continued actions to cure such breach or default, then such termination shall become effective at such time as the property Breaching Party ceases to diligently continue actions to cure such breach or default prior to cure). The right of either party to terminate this Agreement as provided in this Paragraph shall not be affected in any way by its waiver or failure to take action with respect to any previous breach or default. 6.4 Neither expiration nor termination of this Agreement shall affect (i) any right or obligation of either party which has accrued as of the Party not seeking such reliefdate of expiration or termination, or (ii) any right or obligation which expressly survives the expiration or termination of this Agreement. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 9.1.1 This Reorganization Agreement enters into force from the date hereof and shall commence remain valid and binding upon the Effective Date andParties for the term necessary for the fulfillment of the obligations set forth hereunder, unless terminated earlier pursuant to as provided by this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)Chapter IX. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 9.1.2 This Reorganization Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either Party Cnova NV or Via Varejo, if either the Via Varejo Shareholders Meeting or the Cnova NV Shareholders Meeting (or, in each case, any adjournment or postponement thereof) fails to approve the Reorganization; (c) by Via Varejo, if a Material Adverse Effect has occurred since the date hereof; (d) by either Cnova NV or Via Varejo, if the Closing of the Reorganization has not occurred on or before February 1, 2016; or (e) by Via Varejo, if during the period between the date of the Via Varejo Shareholders Meeting (or, if later, any adjournment or postponement thereof) and the earlier of (i) ninety (90) calendar days after the date of the Via Varejo Shareholders Meeting (or, if later, any adjournment or postponement thereof) and (ii) the Closing Date, the shareholders of Via Varejo resolve, by a majority vote of the shareholders of Via Varejo, to terminate the Reorganization Agreement. 9.1.3 In the event of a material breach by termination of this Reorganization Agreement as provided in this Section 9.1, this Reorganization Agreement shall forthwith become void and have no effect, without any liability or obligation on the other Party part of the terms and conditions hereofany Party; provided, however, the other that no such termination shall relieve any Party shall first give to the breaching hereto from its confidentiality obligations under Section 8.4 or from any liability or damages resulting from a willful and material breach by such Party written notice of the proposed termination any of its agreements set forth in this Agreement (“Breach Notice”)Reorganization Agreement, specifying the grounds thereof. Upon receipt and all rights and remedies of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations Party under this Reorganization Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose case of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) any such breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationshall be preserved. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The A. Subject to earlier termination as provided in this agreement, Employee shall be employed for a term of this Agreement shall commence upon (the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following commencing on the Effective Starting Date and for the following six (6) monthsending on December 31, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof2012; provided, however, that unless ▇▇▇▇▇▇ or Employee gives written notice to the other Party shall first give party at least sixty (60) days prior to the breaching Party expiration of the Term then in effect, the Term of this agreement shall be extended for an additional term of one year from January 1st to December 31st of the ensuing year. The “Term” shall include any automatic extensions pursuant to the provisions of the preceding sentence. ▇. ▇▇▇▇▇▇ may terminate this agreement without cause upon six (6) months prior written notice of and upon the proposed termination of this Agreement payment (“Breach NoticeSeverance Amount”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited equal to: (i) milestone payments for facility setup overdue for more than three (3) months, one year’s Base Salary from the effective date of the termination; (ii) monthly payments overdue for more than three (3) monthsthe vesting of any granted, but unvested, stock options under the Option Plan, plus (iii) payments for Final Product exceeding any Incentive Compensation based on transactions that are under an accumulated amount agreement or signed letter of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning intent as of the Hot Cell(seffective date of termination, subject to their closing within six (6) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning months of the high throughput facilityeffective date of termination. ▇. ▇▇▇▇▇▇ may terminate this agreement at any time without notice if Employee commits any material act of dishonesty, (v) breach is guilty of exclusivity clausegross carelessness or misconduct, or unjustifiably neglects his duties under this agreement, or acts in any way that has a direct, substantial, and (vi) violation of EZN’s right of first refusal and/or right of first negotiationadverse effect on ▇▇▇▇▇▇’▇ reputation. 3.6 Material breach of EZN’s obligations under D. Employee may terminate this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than agreement by giving Employer four (4) orders months’ prior written notice of Kitresignation. E. If, Set at the end of any calendar month during the Term, Employee is or Final Product consistent with the Specifications has been for four (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i4) the failure consecutive full calendar months then ending unable, due to supply is attributable, in whole mental or in part, directly physical illness or indirectlyinjury, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach perform his duties under this Agreement. 3.7 Notwithstanding anything contained agreement in this Agreement to the contraryhis normal and regular manner, this Agreement agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property upon action of the Party not seeking such reliefboard of directors. 3.8 Notice F. If Employee dies during the Term, this agreement shall be terminate on the last day of Termination and Breach Notice are the calendar month of his death. In such case, the personal representatives or heirs of Employee shall be entitled to be sent by registered letter.receive the Severance amount set forth in subparagraph 8B.

Term and Termination. 3.1 The term of Subject to Clauses 15.2 to 15.5, this Agreement Licence shall commence upon the Effective Start Date andof the Order, and shall continue, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week Clause 15, until the expiry of the delivery date of the originally scheduled order of KitParticipation Period. Without affecting any other right or remedy available to it, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure either party may terminate this Licence with immediate effect by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement giving written notice to the contrary, this Agreement may be terminated by either Party in the event other party if: the other Party party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition in bankruptcy, is adjudicated a bankruptfor protection under any applicable bankruptcy code, or files a petition has filed against it or otherwise seeks relief under or pursuant becomes subject to any bankruptcy, an insolvency or reorganization statute or proceeding, or if a petition in bankruptcy or an order to that effect; the other party commits a material or persistent breach of any term of this Licence which breach is filed against it which irremediable or, if such breach is not dismissed remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. Without affecting any other right or proceedings are taken remedy available to liquidate it, the assets Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of such Party which are not stayed Clause 5 and fails remedy that breach within a period of sixty (60) days. Any assets jointly owned days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the two Parties including Institution and Authorised Users. Without affecting any other right or remedy available to it, the Jointly Owned Arising IP Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. For the avoidance of doubt the Institution shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are be deemed to be sent in breach of this Licence on the grounds that an act of an Authorised User, if carried out by registered letterthe Institution, would have been a breach of this Licence, without prejudice to any express obligations applicable to the Institution under this Licence.

Term and Termination. 3.1 The (a) Except as provided in subparagraphs (b) through (i) hereinafter (whereby termination may occur earlier), the initial term of this Agreement shall be two (2) years, which shall commence upon on the Effective Date andeffective date as referenced in Section 24. Either Carrier or CBT, unless terminated earlier pursuant in its sole discretion, may terminate this Agreement effective at any time after the initial term by providing notice in writing at least sixty (60) days prior to the stated effective date of such notice. Absent such termination, this Agreement shall automatically remain in full force and effect after the expiration of the Term. If either Party gives notice of termination, within thirty (30) days thereafter the other Party may request to renegotiate the Agreement. In such a case, this Agreement shall continue in full force and effect until such time as a successor agreement is reached between the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”)Parties. If the Parties come fail to an agreement during the Renegotiation Periodagree on revised rates, then for the remaining five fees and charges within sixty (560) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreementdays, either Party has may seek arbitration of the right to terminate this Agreement giving same at the Commission. Once new rates, fees and charges are established, whether by agreement or by arbitration, the Parties shall true-up compensation retroactive to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties effective termination date that was specified in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 (b) The date when the channels, interface types or arrangements furnished under this Agreement shall be placed into service shall be mutually agreed upon by the Parties hereto. If service is not established by such date Carrier may terminate this Agreement on thirty (30) days notice; provided, however, if Carrier does not terminate this Agreement, it shall be entitled to the relief provided by Paragraph 13(c) above. (c) If Carrier ceases to engage in the business of providing commercial mobile radio services for reasons other than those stated in Paragraphs 17(d), 17(e), and 21, below, either Party may terminate this Agreement upon one (1) month's notice to the other; subject, however, to payment for channels, interface types or arrangements provided or for costs incurred, as set forth in Paragraph 5 preceding. When feasible, CBT will consult with Carrier prior to giving notice of termination for the reasons set out in this paragraph. (d) This Agreement shall immediately terminate upon the revocation or termination by other means of Carrier's authority to provide Authorized Services. Not-withstanding such termination, CBT shall notify Carrier, as set forth in Paragraph 20 following, not less than thirty (30) days prior to discontinuing the connection arrangements provided hereunder. At such time, CBT will also notify the Federal Communications Commission and the appropriate state regulatory body of the prospective discontinuance. (e) This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have upon not less than thirty (30) days notice to respond by curing other Party, as set forth in Paragraph 20 following, for the other Party’s failure to pay on the dates or at the times herein specified for the facilities and services furnished pursuant to this Agreement, provided that such breachfailure continues during such thirty (30) day period and is not cured and, provided further that: (i) The Party terminating the agreement will notify the Federal Communications Commission and the appropriate state regulatory body concurrently with the notice to other Party of the prospective termination for nonpayment; and (ii) If a dispute arises between the Parties as to the proper charges for the channels, interface types or arrangements furnished hereunder, or any other financial arrangements, the Parties agree to enter into good faith negotiations to resolve the dispute. If The failure to pay an amount in dispute shall not constitute cause for termination of this Agreement under this subparagraph, provided that a bond or escrow account (or other security arrangement acceptable to both Parties) is made for the breaching security of the amount in dispute; and the presence of such dispute shall not be deemed cause for terminating Party does not cure such breach within such period, to refuse to furnish additional facilities or arrangements upon reasonable request of the other Party or otherwise relieve the Parties hereto of their obligation to comply fully with the provisions hereof as to which no dispute exists provided financial security for payment of the amount in dispute has been made as stated above. In the alternative, either Party may terminate withhold and offset against future amounts due any amounts owed the Agreement without prejudice other Party to the extent of amounts unpaid by the other Party until such time as the other Party makes payment. (f) Notwithstanding any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach provisions of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated for failure of a Party to comply with any provision of this Agreement immediately after written notice of such failure is made by either Party in the event the other Party files a petition in bankruptcy, and the non-complying Party is adjudicated a bankruptprovided thirty (10) days within which to cure such non-compliance, or files at any time as mutually agreed by the Parties. (g) Except when Carrier terminates this Agreement for CBT's violation of the terms of this Agreement or when CBT terminates this Agreement without cause, in any other case of termination under this paragraph, payment for channels, interface types or arrangements provided or for costs incurred as set forth in Paragraph 5 preceding shall become due. (h) CBT and Carrier agree that this Agreement represents mutually beneficial and acceptable connection and interchange of traffic arrangements. The Parties agree that if, however, at any time during the term of the Agreement any provisions of the Agreement are found unlawful, are modified, or require review because of actions by the Federal Communications Commission, the Public Utilities Commission of Ohio, the Public Service Commission of Kentucky or a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceedingcourt having suitable jurisdiction, or if the Commission or the FCC rejects any portion of this Agreement, then the Parties agree to meet and renegotiate in good faith to arrive at a petition mutually acceptable modification of the Agreement. The Parties acknowledge that nothing in bankruptcy this Agreement shall limit a Party's ability to assert public policy issues relating to the Act, including, but not limited to, challenging the validity of any portion of the Act or any FCC or Commission rule, order, Guideline or other determination made pursuant to the Act, or limit the application by CBT for suspension or modification of portions of the Act or rules thereunder pursuant to Section 251(f)(2) of the Act. In the event any portion of the Act or an FCC or Commission rule, order or Guideline is filed against it determined by a court to be unlawful or is withdrawn by the FCC or the Commission ("Vacated Requirement"), the Parties agree that either Party may, in good faith, notify the other Party that such Vacated Requirement had a material effect on its willingness to accept the terms of this Agreement as written. The Parties agree to renegotiate the terms of this Agreement insofar as they were affected by the Vacated Requirement within 60 days after such notice. If the Parties have not reached agreement within such 60 days, those provisions which were the subject of the notice shall be suspended until an agreement is not dismissed within sixty (60reached. In the event CBT obtains a suspension or modification of any portion of the Act or rules thereunder pursuant to Section 251(f)(2) days or proceedings are taken to liquidate of the assets Act, the terms of this Agreement shall automatically be modified in accordance with the terms of such Party which are not stayed within sixty (60) days. Any assets jointly owned by suspension or modification and the two Parties including agree to negotiate as necessary in order to clarify the Jointly Owned Arising IP shall become application of such suspension or modification to the property terms of the Party not seeking such reliefthis Agreement. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The 4.1 Subject to early termination as set out in this Agreement, the initial term of this Agreement shall commence upon will be seven (7) years from May 1, 2003 (the Effective Date and, unless terminated earlier “Initial Term”) and will be automatically renewed at the end of the Initial Term (or each 12 month extension pursuant to this AgreementClause 4.1) for a further 12 months, shall continue until unless either Party notifies the tenth anniversary other in writing at least 365 days prior to the expiration of the Effective Date Initial Term or any relevant subsequent 12 month extension (“Term”)as the case may be) that it does not wish to renew, in which case this Agreement will terminate at the end of the Initial Term or the latest subsequent 12 month extension, as the case may be. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months4.2 As used herein, the Parties agree to meet in order to discuss, in good faith, the terms and conditions a Contract Party shall be deemed a “Defaulting Party” if such Contract Party commits a material breach of its obligations under which the Parties intend to continue the term of this Agreement beyond or under any Supply or Development Agreement and, if the fifth anniversary breach is capable of remedy, it fails to remedy such breach within 90 days (except in the Effective Date (“Renegotiation Period”)case of a monetary default which shall be cured in 30 days) after having been specifically required by written notice to do so. If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to NovAtel may terminate this Agreement giving with immediate effect by written notice to the other Party Contract Parties at least twelve (12) months any time during which Leica Geosystems is a Defaulting Party. Leica Geosystems may terminate this Agreement with immediate effect by written notice prior to the fifth anniversary other Contract Parties at any time during which NovAtel, CMC or Oncap is a Defaulting Party. 4.3 All further rights and obligations of the Effective Date otherwise Parties cease to have effect on termination of this Agreement, except that termination shall not affect the Agreement will automatically continue accrued rights and obligations of the Parties at the date of termination or the continued existence and validity of the rights and obligations of the Parties under this Clause 4 and those clauses which are expressly intended to survive termination and any provisions necessary for the remaining term on the terms and conditions set forth hereininterpretation or enforcement of this Agreement. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in 4.4 In the event of a material breach by Leica Triggering Event, NovAtel and/or CMC will have the other Party right, to be exercised within 90 days of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies date on which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN it becomes aware that a Leica Triggering Event has failed, in any one contract year periodoccurred, to fulfil more than four (4) orders terminate some or all of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach obligations under this Agreement. 3.7 Notwithstanding anything contained in 4.5 Oncap will automatically cease to be a party to this Agreement when Oncap and its Affiliates cease to control CMC. 4.6 This Agreement will automatically terminate upon the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property termination of the Party not seeking such reliefStrategic Co-Operation Agreement. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 7.1 The term of this Agreement shall commence upon on the Effective Date and, unless terminated earlier pursuant to this Agreement, and shall continue until for a period of one (1) year unless otherwise specified. Three (3) one (1) year renewal options may be exercised by Cisco’s issuance of thirty (30) days advanced written notice and Customer's concurrence prior to the tenth anniversary of the Effective Date then-effective expiration date (each a “Renewal Term”). 3.2 Upon Forty-two 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (4260) months days following the Effective Date date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and for shall renew as stated in 7.1 above. The term of each SOW shall be stated in the following six SOW. This Agreement and any Equipment List or SOW may be terminated in accordance to Appendix A, Section 11B of DIR Contract No. DIR-TSO-2542. Cisco reserves the right to make changes to the scope and content of the Services or part thereof, including terminating the availability of a given Service, at any time upon ninety (690) months, days' prior notice. Such changes will become effective upon renewal of the Parties affected Equipment Lists and SOWs. If Customer does not agree to meet in order a change of scope or content, Customer may terminate any affected Equipment List or SOW by notifying Cisco at thirty (30) days prior to discussthe expiration of the then current one (1) year term of the Equipment List or SOW. In such case, in good faithCisco shall continue to provide Services until the next expiration date of the affected Equipment List or SOW. In the event that, following termination or expiration of this Agreement, Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions under which of DIR Contract No. DIR-TSO-2542 and this Agreement notwithstanding the Parties intend to continue the term earlier expiration or termination of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereofAgreement; provided, however, the other Party shall first give that acceptance by Cisco of any such Purchase Order will not be considered to the breaching Party written notice be an extension of the proposed term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, unless otherwise agreed by Cisco. Upon termination of this Agreement (“Breach Notice”)Agreement, specifying any Equipment List or SOWs, Customer shall pay Cisco for all work performed and accepted under the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights affected Equipment Lists or remedies which may be available SOWs up to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery effective date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation termination at the request of MIPI. Any failure by EZN to supply Kitagreed upon prices, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementfees and expense reimbursement rates. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 a. The term of this Agreement shall commence upon Initial Term will expire at the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary end of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) monthslast Crop Year of such period. Thereafter, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue be renewed for successive additional three-year terms (each, an "Extension Term"), unless a party terminates the remaining term on Agreement through the terms following procedure. (The Initial Term and conditions set forth hereinall Extension Terms will be referred to as the "Term.") Either Grower or Diamond may terminate by giving written notice (a "Termination Notice") to the other party before February 28 of the final Crop Year of the then-current Term. If a Termination Notice has been delivered, this Agreement will terminate at the end of the then-current Term, and will not be automatically renewed. 3.3 It is agreed between the Parties that in case b. Grower may terminate this Agreement effective 30 days after giving written notice to Diamond if Grower sells all of termination its Grower Orchards or takes all of the Agreement as set forth in Article 3.2, the manufacture and supply Grower Orchards out of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination noticecommercial production. 3.4 This Agreement may be terminated by either Party in c. In the event of a that either party is in material breach by the other Party of the terms and conditions hereof; provided, howeverits obligations hereunder, the other Party shall first party may give notice to the breaching Party written notice party in breach, specifying in detail the nature of the proposed termination of this breach. This Agreement (“Breach Notice”), specifying will terminate 30 days after the grounds thereof. Upon receipt date of such Breach Noticenotice, unless the breaching Party shall have thirty party substantially cures its breach within the 30-day period (30) days to respond by curing such breach. If or, if the breaching Party does breach is not cure such breach capable of being cured within such period, if the other Party may terminate the Agreement without prejudice party in breach commences such cure during such period and thereafter diligently prosecutes such cure to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”completion). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement material breach of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week if Grower breaches its obligation to sell to Diamond during the Term of this Agreement all of its production from Grower Orchards. d. Diamond may terminate this Agreement effective upon 30 days prior written notice to Grower if over 3 consecutive years Grower's deliveries are not of commercial quality. "Commercial quality" means that at least 80% of Grower's deliveries are Class I Insect Level and that no more than 12% of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementdelivered pounds are classified as "offgrade. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter."

Term and Termination. 3.1 7.1 The term of this Agreement shall commence upon on the Effective Date and, unless terminated earlier pursuant to this Agreement, and shall continue until for a period of one (1) year unless otherwise specified. Three (3) one (1) year renewal options may be exercised by Cisco’s issuance of thirty (30) days advanced written notice and Customer's concurrence prior to the tenth anniversary of the Effective Date then-effective expiration date (each a “Renewal Term”). 3.2 Upon Forty-two 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (4260) months days following the Effective Date date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and for shall renew as stated in 7.1 above. The term of each SOW shall be stated in the following six SOW. This Agreement and any Equipment List or SOW may be terminated in accordance to Appendix A, Section 10B of DIR Contract No. DIR-SDD-2008. Cisco reserves the right to make changes to the scope and content of the Services or part thereof, including terminating the availability of a given Service, at any time upon ninety (690) months, days' prior notice. Such changes will become effective upon renewal of the Parties affected Equipment Lists and SOWs. If Customer does not agree to meet in order a change of scope or content, Customer may terminate any affected Equipment List or SOW by notifying Cisco at thirty (30) days prior to discussthe expiration of the then current one (1) year term of the Equipment List or SOW. In such case, in good faithCisco shall continue to provide Services until the next expiration date of the affected Equipment List or SOW. In the event that, following termination or expiration of this Agreement, Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions under which of DIR Contract No. DIR-SDD-2008 and this Agreement notwithstanding the Parties intend to continue the term earlier expiration or termination of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereofAgreement; provided, however, the other Party shall first give that acceptance by Cisco of any such Purchase Order will not be considered to the breaching Party written notice be an extension of the proposed term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, unless otherwise agreed by Cisco. Upon termination of this Agreement (“Breach Notice”)Agreement, specifying any Equipment List or SOWs, Customer shall pay Cisco for all work performed and accepted under the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights affected Equipment Lists or remedies which may be available SOWs up to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery effective date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation termination at the request of MIPI. Any failure by EZN to supply Kitagreed upon prices, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementfees and expense reimbursement rates. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 11.1 This License Agreement will become effective on the date first set forth above. Unless terminated sooner in accordance with the terms of Sub-section 11.2 or allowed to expire (upon tender of 60 days written notice given by any party hereto to the others), this License Agreement will be renewed automatically for successive one year terms, subject to applicable adjustment to the Fee and acceptance by the Subscriber of any such adjustment. Subscriber’s paid online access to the Licensed Material will be for the initial Subscription Period specified in Schedule B, and will continue for any renewal or extension thereof, subject to the terms of this Licensing Agreement. 11.2 This License Agreement will be terminated if any party hereto gives written notice to the others in the following circumstances: 11.2.1 The Subscriber defaults in making payment of the Fee in accordance with Sub-section 6.6 and fails to remedy such default within 45 days of notification in writing by the Agent. 11.2.2 Any party hereto commits a material or persistent breach of any term of this License Agreement shall commence upon and fails to remedy the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary breach (if capable of the Effective Date (“Term”)remedy) within 30 days of notification in writing by any other party. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months11.2.3 Any party hereto becomes insolvent or becomes subject to receivership, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinliquidation or similar external administration. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed 11.3 On termination of this License Agreement (“Breach Notice”)all rights and obligations of the parties hereto automatically terminate except for those rights and obligations specified in Sections and Sub-sections 3 through 6, specifying 10, 11.4 and 11.5. 11.4 On the grounds thereof. Upon receipt non-renewal or termination after a minimum of such Breach Noticeone year of this License Agreement, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach other than as provided for in Sub-section 11.2, GSW will, within such a reasonable period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be make available to the nonSubscriber, at Subscriber’s option, either of the post-breaching Partytermination services provided for in Sub-sections 11.4.1 or 11.4.2, which will in either case be solely for the Subscriber’s own use, and will be subject to use only by Subscriber and its Authorized Users under the same rights, restrictions and prohibitions as if this License Agreement was still in effect. 3.5 Material breach 11.4.1 Continued online access to the volumes and issues of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held publications in the Escrow Account have not been made available GeoScienceWorld Millennium Collection newly published during the Subscription Period. Said continued online access will be subject to EZN for the purpose of decontamination and decommissioning an annual maintenance fee. Or, 11.4.2 An electronic copy of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of GeoScienceWorld Millennium Collection newly published during the high throughput facility, (v) breach of exclusivity clause, Subscription Period. Said electronic copy will be subject to a one-time production fee and (vi) violation of EZN’s right of first refusal and/or right of first negotiationwill be in an offline media commonly in use at the time. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in 11.5 In the event that (i) GSW is unable to continue to provide online access to any of the failure to supply is attributable, in whole or in partLicensed Material, directly or indirectlythrough an alternative party, due to MIPI any financial, legal, technical or its licenseeother reason, (ii) EZN is able GSW will, within a reasonable period, make available to supply the Subscriber an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week electronic copy of the delivery date GeoScienceWorld Millennium Collection newly published during the Subscription Period until the time of the originally scheduled order such discontinuance of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation online access. Said electronic copy will be in an offline media commonly in use at the request of MIPI. Any failure time and solely for the Subscriber’s own use, and will be subject to use by EZN to supply KitSubscriber and its Authorized Users under the same rights, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under restrictions and prohibitions as if this AgreementLicense Agreement was still in effect. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of Subject to Clauses 21 to 24.1.6, this Agreement Licence shall commence upon the Effective Start Date andof the Order, and shall continue, unless terminated earlier pursuant to in accordance with this AgreementClause 10, shall continue until the tenth anniversary expiry of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Subscription Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions The Institution shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement Licence during the Subscription Period, by giving not less than 60 (sixty) days’ written notice to the Publisher, such notice to expire on at the end of the relevant Subscription Year. The Institution may cancel any Licensed Products with effect for any following Subscription Year by giving notice to the Publisher at any time up to and including 2 months prior to the end of any Subscription Year and the Publisher shall reduce the Licence Fee for each following Subscription Year by a fair and reasonable amount to reflect the Licensed Products cancelled. The Institution may substitute products as part of their Licensed Products with other titles in the [insert product name] up to an equal value as those substituted by giving notice to the Publisher at any time up to and including 2 months prior to the end of any Subscription Year.. Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by party if: the other Party party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of the terms and conditions hereof; providedits undertaking or assets, howeverpasses a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankruptfor protection under any applicable bankruptcy code, or files a petition has filed against it or otherwise seeks relief under or pursuant becomes subject to any bankruptcy, an insolvency or reorganization statute or proceeding, or if a petition in bankruptcy or an order to that effect; the other party commits a material or persistent breach of any term of this Licence which breach is filed against it which irremediable or, if such breach is not dismissed remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. Without affecting any other right or proceedings are taken remedy available to liquidate it, the assets Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of such Party which are not stayed Clause 11.1.37 and fails remedy that breach within a period of sixty (60) days. Any assets jointly owned days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the two Parties including Institution and Authorised Users. Without affecting any other right or remedy available to it, the Jointly Owned Arising IP Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of Clause 11.1.26 (Restrictions) or Clause 12.9 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. For the avoidance of doubt the Institution shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are be deemed to be sent in breach of this Licence on the grounds that an act of an Authorised User, if carried out by registered letterthe Institution, would have been a breach of this Licence, without prejudice to any express obligations applicable to the Institution under this Licence.

Term and Termination. 3.1 The 17.1 Subject to earlier termination in accordance with the provisions hereof, the term of this Agreement shall commence upon be ten (10) years from the Effective Date andDate, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, notice is given by either Party has the right to terminate this Agreement giving to the other Party at least by registered letter twelve (12) months prior to expiration of such term or any successive term, indicating its interest not to continue the Agreement, it will continue in full force and effect for successive two (02) years-period. This agreement may be terminated at any time by either Party, upon breach of its material obligations under this Agreement by the other Party, on sixty (60) days prior written notice prior to the fifth anniversary breaching Party, the notice to become effective at the end of the Effective Date otherwise sixty (60) days period unless the Agreement will automatically continue for breach is sooner cured by the remaining term on the terms and conditions set forth hereinbreaching Party. 3.3 It is agreed between 17.2 Either Party may terminate this Agreement with immediate effect should the Parties that in case other Party go into non-voluntary liquidation, or shall make an arrangement with its creditors, or shall have a receiver appointed or an attachment placed over all of its assets, and such appointment or attachment shall not have been removed within sixty (60) days. 17.3 In the event of a termination of the Agreement as set forth in Article 3.2for any reason, Meizler’s right to use the manufacture Deep TMS Devices will automatically terminate and supply all Deep TMS Devices, together with any embodiments of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination noticeConfidential Information and/or Brainsway IP shall promptly be returned to Brainsway. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination 17.4 Termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributableAgreement, in whole or in part, directly for whatever reason shall not affect the obligations and liabilities of the parties hereunder in respect of matters outstanding at the time of such termination. 17.5 Those sections hereof which by their nature are intended to survive termination or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement expiration of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week shall survive termination or expiration of the delivery date this Agreement and remain in full force and effect thereafter. 17.6 Upon termination of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement , Meizler shall, and shall ensure that each client shall, deliver to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed Brainsway at Meizler’s expense within sixty (60) days of termination, all equipment including Deep TMS Devices supplied to Meizler by Brainsway in good condition and ready for use and shall also provide Brainsway with all documents, data and know how generated by it, including without limitation list of patients, doctors and insurers and Meizler shall also assign to Brainsway all licenses, permits and regulatory approvals to allow Brainsway or proceedings are taken any party on its behalf to liquidate continue the assets treatment of such Party which are not stayed within sixty (60) days. Any assets jointly owned patients by the two Parties including Deep TMS Devices in the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefTerritory. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 18.1 The term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary begin as of the Effective Date (“Term”)as defined in Article 21.2) and shall continue in force and effect for an indefinite term thereafter, until the Company shall be dissolved or otherwise cease to exist as a separate entity, or until this Agreement is sooner terminated pursuant to the provisions of this Article 18. 3.2 Upon Forty-two 18.2 This Agreement is terminable by any party upon written notice to the other parties: (42a) months following if another party shall be or become incapable for a period of ninety (90) consecutive days of performing any of its obligations under this Agreement because of force majeure as defined in Article 22; or (b) if another party or its creditors or any other eligible party shall file for such party's liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if the Effective Date and for the following six party is unable to pay any debts as they become due, has explicitly or implicitly suspended payment of any debts as they become due (6) months, the Parties agree to meet in order to discuss, except debts contested in good faith) or if the creditors or the party have taken over its management, or if the terms and conditions under which relevant financial institutions have suspended the Parties intend to continue the term of this Agreement beyond the fifth anniversary party's clearing house privileges, or if any material or significant part of the Effective Date party's undertaking, property or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government. (“Renegotiation Period”). If c) upon EGV or EMBM's material breach of terms set forth in Section 2 that remains uncured for a period of ninety (90) days following receipt by the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years breaching party of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to thereof from the fifth anniversary nonbreaching party; (d) upon a merger or consolidation of DEAC in which its shareholders do not retain a majority of the Effective Date otherwise voting power in the Agreement will automatically continue for surviving corporation, or a sale of all or substantially all of DEAC's assets; (e) at any time in the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties event that in case of termination cumulative losses of the Agreement Company for any calendar year commencing on January 1, 2016 and thereafter, equal or exceed 120% of the cumulative yearly losses mutually agreed to by DEAC and HYHI as set forth in Article 3.2the Operating Plan, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party reflected in the event Company's financial statements prepared in accordance with Article 13 above; (f) if any enactment of a material breach by law of Honduras in the other Party reasonable opinion of the terms and conditions hereof; providedDEAC, however, the other Party shall first give to the breaching Party written notice of the proposed termination (i) make performance of this Agreement (“Breach Notice”)unreasonably expensive or unreasonably difficult, specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in significantly alter the Escrow Account have not been made available to EZN for the purpose of decontamination rights and decommissioning obligations of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, parties from those agreed and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under contemplated by this Agreement shall mean and be limited to: (i) EZN has failed, in and/or any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Productagreements related hereto, or (iii) if significantly interfere with the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure benefits contemplated by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party and/or any agreements related hereto; or (g) in the event any material term or provision of this Agreement shall for any reason be deemed invalid, illegal or unenforceable in any respect, by giving at least thirty (30) days' prior notice to the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or parties. 18.4 This Agreement may also be terminated pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty Article 20.3 (60lack of governmental approval) days or proceedings are taken to liquidate and the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefCompany dissolved thereafter. 3.8 Notice 18.5 Nothing in this Article shall prevent a party from enforcing its rights which may be available under the other provisions of Termination this Agreement or applicable law after the Effective Date and Breach Notice are to be sent by registered letterdate of termination, as applicable.

Term and Termination. 3.1 The term of this 5.1. This Agreement shall commence be deemed effective upon the Effective Date andfirst stated above, and continue for a period of two years until May 31, 2007 (“End Date”), unless earlier terminated earlier in accordance with this Section 5, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. This agreement shall become binding upon execution by the Parties. No order or request for services under this Agreement shall be processed before the Effective Date, except as otherwise agreed to in writing by the Parties. No order or request for services under this Agreement shall be processed before CLEC has established a customer account with Sprint and has completed the Implementation Plan described in this Agreement. 5.2. In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the non- defaulting Party may immediately terminate this Agreement in whole or in part if the non-defaulting Party so advises the defaulting Party in writing of the event of the alleged default and the defaulting Party does not remedy the alleged default within sixty (60) Days after written notice thereof. The non-defaulting Party may pursue all available legal and equitable remedies for such breach. 5.3. Sprint may terminate this Agreement upon ten (10) Days notice if CLEC is not exchanging traffic with Sprint or has not submitted orders pursuant to this Agreement, shall continue until the tenth anniversary Agreement within one-hundred-eighty (180) Days of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall applyDate. In case the Parties will not reach an agreementaddition, either Party has Sprint reserves the right to terminate this Agreement giving immediately upon notice from the CLEC that it has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and immediately terminate this Agreement. 5.4. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party at least twelve (12) months written notice or which thereafter may accrue in respect to any act or omission prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It termination or from any obligation which is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth expressly stated in this Agreement for eighteen (18) months following the termination noticeto survive termination. 3.4 This Agreement 5.5. Notwithstanding the above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that Sprint uses to provide Telecommunications Services, then Sprint may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of terminate this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly part as to that particular exchange or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement group of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within exchanges upon sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefDays prior written notice. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 7.1 This Agreement shall commence upon be deemed executed on the Effective Date andday on which Worldline Nordics notify the Merchant in writing (e-mail or regular post) that the application has been granted and that the Agreement has thus entered into force. Applicable term (and potential renewal terms) is available in the application for respective service, unless terminated earlier pursuant i.e., Bambora One and Bambora Grow. When the fixed term (and any potential renewal terms) has lapsed, the Agreement is valid until further notice, subject to this Agreement, shall continue until the tenth anniversary ninety (90) calendar days’ notice of the Effective Date (“Term”)termination by either Party. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. 7.2 In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a Party is in material breach by of its obligations under the other Party of the terms and conditions hereof; provided, howeverAgreement, the other Party shall first give be entitled to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice with immediate effect. In accordance therewith, Worldline Nordics shall inter alia be entitled to any other rights terminate the Agreement with immediate effect in the event the Merchant does not pay Worldline Nordics as set out in section 6 above. 7.3 Worldline Nordics shall also be entitled to terminate the Agreement with immediate effect: 1) in the event there is a change in the business, character or remedies which ownership of the Merchant and Worldline Nordics considers that this has or may be available have a negative effect on the business of, or risks to, Worldline Nordics under this Agreement; 2) where the Merchant or a person connected to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: Merchant (isuch as inter alia a director, officer, employee, consultant or owner) milestone payments is, or becomes, registered in a Special Register (as defined in section 12.5) or circumstances occur which constitute grounds for facility setup overdue for more than three (such registration; 3) monthswhere the Merchant is involved in, (iior otherwise associated with, criminal activity; 4) monthly payments overdue for more than three (3where the Merchant has provided incorrect, incomplete or misleading information; 5) monthswhere, (iiiin Worldline Nordics’ reasonable opinion, the Merchant’s payment ability can be called into question; 6) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) monthwhere the Merchant is, (iv) funds held in the Escrow Account have not been made available to EZN or is deemed, insolvent for the purpose of decontamination and decommissioning any applicable law or regulation or admits its inability to pay its debts as they fall due or suspends making payments on any of the Hot Cell(sits debts or commences negotiations with a view to rescheduling any its indebtedness; 7) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files Merchant fails (or Worldline Nordics reasonably consider it likely that the Merchant will fail) to perform any of its obligations towards the Cardholders in respect of its goods or services in any material respect; 8) where the Merchant is in material breach of the Instructions and/or Regulations and Worldline Nordics has made the Merchant aware of such breach but not rectified the breach within the time prescribed for it as communicated by Worldline Nordics; 9) where the Merchant, in Worldline Nordics’ reasonable opinion, through its behaviour or manner of conducting its business may or could damage Worldline Nordics’ reputation; 10) in the event the Merchant repeatedly fails to respond in a petition timely manner to communicated requests for customer due diligence information by Worldline Nordics and Worldline Nordics, in bankruptcyits assessment, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or does not have adequate customer due diligence information pursuant to applicable regulations on measures to prevent money laundering and terrorist financing; 11) where any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned updated customer due diligence information provided by the two Parties including Merchant does not comply with the Jointly Owned Arising IP shall become policies set by Worldline Nordics, and the property of Merchant does not cure any such non- compliance within reasonable time after request from Worldline Nordics to do so; and 12) in accordance with any termination conditions set out in the Party not seeking such reliefSpecial Terms and Conditions. 3.8 Notice 7.4 Worldline Nordics shall be entitled to terminate the Agreement, without requirement of Termination and Breach Notice are to be sent by registered letternotice in accordance with section 7.6, if no Transactions have occurred at the Merchant’s for a consecutive period of twelve (12) months.

Term and Termination. 3.1 The term of this (a) This Agreement shall commence upon commences on the Effective Date and, unless terminated and continues until the earlier pursuant to of (i) the expiration or termination of the License Agreement in accordance with its terms; or (ii) this Agreement, shall continue until ’s termination in accordance with this Section 8 (the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42b) months following the Effective Date and for the following six This Agreement can be terminated as follows: (6i) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary by mutual written consent of the Effective Date Parties; (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5ii) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving by Sublicensee by providing written notice thereof to the other Party at least twelve (12) months written notice Parties, if there has been a material breach or violation by Encore or, prior to the fifth anniversary Second Closing, the Sublicensor of their respective representations, warranties, covenants or agreements under this Agreement, the Effective Date otherwise Development Agreement, the Consulting Agreement will automatically continue for or the remaining term on Laboratory Agreement and such breach or violation is not cured within [**] after written notice of such breach or violation is provided by Sublicensee to Encore; (iii) by Encore by providing written notice thereof to the terms other Parties, if there has been a material breach or violation by Sublicensee of its representations, warranties, covenants or agreements under this Agreement, the Development Agreement, the Consulting Agreement or the Laboratory Agreement and conditions set forth hereinsuch breach or violation is not cured within [**] after written notice of such breach or violation is provided by Encore to Sublicensee; or (iv) by Sublicensee by providing written notice thereof to the other Parties, if there has been any event, fact, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, facts, conditions, changes, circumstances, occurrences or effects, adversely affects, in any material respects, the Razor Assay, it prospects or its ability to be commercialized. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18c) months following the termination notice. 3.4 This Agreement may be terminated by either Party in In the event of a material breach by the other Party termination of this Agreement, the obligations of the terms Parties under this Agreement will become null and conditions hereof; providedvoid, however, and there shall be no further liability or obligation on the other part of any Party shall first give or any of their respective Representatives hereunder. Notwithstanding anything herein to the breaching Party written notice of the proposed contrary, no termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: affect (i) milestone payments for facility setup overdue for more than three (3) monthsany obligations of the parties under Articles 6, 9, and this Article 8, which shall survive any termination of this Agreement or (ii) monthly payments overdue any Liability of a Party for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) a willful breach of exclusivity clause, and (vi) or violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failedor any Fraud Claim against such Party, in any one contract year periodeither case, prior to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementsuch termination. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The 7.1 This Agreement shall take effect on the start date of subscription period (the “Effective Date”). 7.2 This Agreement shall continue in effect for three years after the Effective Date (the “Initial Term”). Unless the Licensee sends out a written notice to the Licenser to terminate this Agreement no less than thirty (30) calendar days prior to the expiration of the Initial Term and/or each Renewed Term, this Agreement should be automatically renewed for another one-year term (each a “Renewed Term”). If there are any changes in the renewal terms or pricing, the Licenser is required to notify the Licensee 60 days before the renewal date. 7.3 This Agreement shall be terminated within ten (10) days of written notification by either Party to another: 7.3.1 If either the Licensee or Licenser commits a material or persistent breach of any term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will that is not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have cured within thirty (30) days to respond by curing such breach. of written notice from the other Party; 7.3.2 If the breaching Party does not cure such breach within such periodLicensee exceeds the scope of this License; 7.3.3 If either party becomes insolvent or becomes subject to receivership, the other Party may terminate the Agreement without prejudice to any other rights liquidation or remedies which may be available to the non-breaching Partysimilar external administration. 3.5 Material breach of MIPI’s 7.4 On termination all rights and obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* parties automatically terminate except for clause relating provisions of commissioning of the high throughput facility, (v) breach of exclusivity clause, copyright and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, license in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in 7.5 On termination of this Agreement to caused by the contraryLicenser, the Licenser shall forthwith refund the proportion of the Subscription Fee (if any) that represents the paid but un-expired part of the Subscription Period. On termination of this Agreement may caused by the Licensee, Subscription Fee will not be terminated by either Party in refund. 7.6 The Licenser does not provide any representation and warranties, expressly or impliedly, on the event accuracy and completeness of the other Party files a petition in bankruptcy, is adjudicated a bankruptLicensed Materials, or files a petition or otherwise seeks relief under or pursuant on the Licensed Materials’ fitness to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefpurposes. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The (a) This Agreement shall have a term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years beginning on the Amendment Date hereof (the “Initial Term”) and shall renew automatically for successive terms of one (1) year each (each a “Renewal Term”) unless either Party provides notice of non-renewal to the other Party at least one hundred and eighty (180) days prior to the end of the Initial Term or any Renewal Term or this Agreement is earlier terminated in accordance with the renegotiated terms provisions hereof. The Parties may by mutual consent agree to terminate this Agreement at any time with respect to all or any portion of the Accounts and conditions Receivables. (b) A Party shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement giving immediately upon written notice to the other Party at least twelve (12) months written notice prior to the fifth anniversary in any of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein.following circumstances: 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (181) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach any representation or warranty made by the other Party of the terms in this Agreement shall be incorrect in any material respect and conditions hereof; provided, however, shall not have been corrected within thirty (30) Business Days after written notice thereof has been given to such other Party; (2) the other Party shall first give default in any payment obligation under this Agreement and such default shall continue after five (5) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall default in the performance of any material obligation or undertaking under this Agreement (other than as specified in clause (2) above) and such default shall continue for ninety (90) days after written notice thereof has been given to such other Party; or (4) an Insolvency Event shall occur with respect to the breaching Party written notice other Party. (c) In addition to the foregoing termination rights, Bank may terminate this Agreement immediately if Bank is required to terminate this Agreement by the Office of Thrift Supervision, the Comptroller of the proposed Currency or any other regulator with jurisdiction over the Bank. (d) The termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of either in part or in whole shall not discharge any Party from any obligation incurred prior to such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Partytermination. 3.5 Material breach (e) Upon termination of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments or if Bank otherwise becomes unable for facility setup overdue for more than three (3) monthsany reason to transfer additional Conveyed Interests to Purchaser hereunder, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failedthen, in any one contract year periodsuch event, Bank agrees to fulfil more than four (4) orders transfer to Purchaser all Collections with respect to Conveyed Interests previously sold to Purchaser. To the extent that it is not clear to Bank whether such Collections related to a Principal Receivable in which a Conveyed Interest was previously sold to Purchaser, Bank agrees that it shall allocate Collections relating to any Account first to the oldest principal balance of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”)such Account. It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week Notwithstanding any cessation of the delivery date sale of Conveyed Interests to Purchaser hereunder, Conveyed Interests in Principal Receivables sold to Purchaser prior to cessation of sales hereunder and all Collections in respect thereof and the originally scheduled order Requisite Percentage of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN all Finance Charge Receivables relating to supply Kit, Set or Final Product due Conveyed Interests previously sold to maintenance, repairs and/or Force Majeure Purchaser and all Collections in respect thereof shall not continue to be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefPurchaser. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of 20.1 Subject to Section 2, this Agreement shall commence upon come into force on the Effective Date and, unless terminated earlier pursuant to in accordance with this AgreementSection 20, shall continue remain in force until six (6) Calendar Months following the tenth twelfth (12th) anniversary of first Launch, after which date this Agreement shall terminate (the Effective Date (“Term”). 3.2 Upon Forty20.2 Neither Party shall have the right to terminate this Agreement for non-two material breach of any right or obligation set out herein or breach that can be substantially remedied by the award of monetary damages to the non-breaching Party (42) months following the Effective Date and for the following six (6) monthscollectively, the “Non-Material Breaches”), and any such claim for Non-Material Breach by a Party, if not remedied within [*] of receipt by the Party allegedly in default of the written notice given by the Party claiming default (such notice specifying the Non-Material Breach and requiring its remedy), such claim for Non-Material Breach shall be settled in the first instance pursuant to the escalation procedures between the Parties agree up to meet the level of Senior Executives as set out in order to discussthis Agreement, and, in good faiththe absence of resolution of such dispute by such Senior Executives, shall be referred for final determination though arbitration pursuant to Section 23 as a Dispute, where the arbitrator shall not award the right of termination to the Party alleging such Non-Material Breach regardless of the outcome of such Dispute resolution. 20.3 If, prior to the Long-Stop Date, the terms conditions precedent set out in Section 2.2 are not met or otherwise satisfied in full by the Long-Stop Date, or if either Party terminates this Agreement pursuant to Section 5.1(d), or if Dermira terminates this Agreement pursuant to Section 5.2, this Agreement shall terminate with immediate effect and conditions under which otherwise cease to have any further force and the Parties intend to continue the term provisions of Section 21.1 shall apply. 20.4 Either Party may terminate this Agreement for breach of this Agreement beyond by the fifth anniversary other Party other than a Non-Material Breach, immediately on written notice to the other Party if the other Party is in material breach and such material breach is not remedied within [*] of such Party receiving notice specifying the material breach and requiring its remedy, and the consequences of termination as set out in Section 21.2 (in the case of termination by UCB) and Section 21.4 (in the case of termination by Dermira) shall apply; provided that (a) the Senior Executive of the Effective Date Party intending to provide such written notice for breach (the “Renegotiation PeriodNotifying Party”) shall first contact the Senior Executive of the other Party (the “Notified Party”). If , so that such Senior Executives will have the Parties come opportunity to an agreement during discuss orally and attempt to resolve such matter, further provided that the Renegotiation PeriodNotifying Party shall have the right to provide to the Notified Party such written breach notice by the end of the [*] after the first discussion between such Senior Executives under this subsection (a) if such Senior Executives have not resolved the matter to the satisfaction of the Notifying Party; and (b) in the event the alleged breaching Party in good faith disputes the basis for such alleged breach, then for such termination shall not become effective unless and until the remaining five (5) years dispute is resolved pursuant to Section 23 in favour of the Party alleging such breach. The Parties acknowledge that the termination of this Agreement for a Party’s material breach of its material obligations shall be a remedy of last resort, and neither Party shall invoke such termination right if remedies other than termination may be obtained. Notwithstanding the renegotiated terms foregoing, in the event: (i) Dermira is [*] under Section [*] in connection with the [*] Dermira Commercial Activities and/or Medical Affairs activities; and conditions (ii) Dermira [*] constituting [*] after it receives a written notice of [*] as the reason for such [*] the Dermira Commercial Activities and/or Medical Affairs activities by written notification to Dermira and [*] shall be effective for [*] or until Dermira [*], whichever is shorter. 20.5 Either Party may terminate this Agreement for insolvency of the other Party immediately on written notice to the other if the other Party files for protection under bankruptcy or insolvency laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver, administrator, manager, trustee or like official over its property that is not discharged within [*] Business Days, proposes or is a party to any dissolution, winding-up or liquidation, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which involuntary petition is not discharged within [*] Business Days of the filing thereof or undergoes or suffers any analogous event or process in any jurisdiction, and the consequences of termination as set out in Section 21.2 (in the case of termination by UCB) and Section 21.4 (in the case of termination by Dermira) shall apply. In . 20.6 UCB may terminate this Agreement at any time on [*] Business Days’ notice to Dermira if: (a) Dermira should complete a Change of Control transaction with a Competitor Company or Non-Qualified Non-Competitor Company as set out in Section 18.3; or (b) Dermira should complete a Change of Control transaction with a Qualified Non-Competitor Company and the provisions of Section 18.2(b) should apply; or (c) Dermira is in breach of Sections 12.1 or 12.3; or (d) as outlined in Section 4.27, UCB should determine that, having conducted an SSAR in accordance with UCB’s Safety Process, a validated safety signal has been established the magnitude of which UCB determines constitutes a significant patient risk so that the Development or Commercialisation of the Product should cease, in which case the Parties will not reach an agreement, either Party provisions of Section 21.3 shall apply. 20.7 Dermira may terminate this Agreement at any time on [*] Business Days’ notice to UCB if: (a) UCB is in breach of Sections 12.2 or 12.4; or (b) Dermira has the right to terminate this Agreement giving for the reasons set out in Section [*]. 20.8 Dermira may terminate this Agreement at any time after both Parties have received the complete data set used to assess the other Party at least twelve (12) months written notice prior to the fifth anniversary primary efficacy endpoint of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of first Phase 3 Clinical Study, such termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months being effective [*] Business Days following the termination notice. 3.4 This Agreement may be terminated receipt by either Party in the event UCB of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party Dermira’s written notice of its intention so to terminate. 20.9 A Party’s right of termination under this Agreement, and the proposed termination exercise of this Agreement (“Breach Notice”)any such right, specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement be without prejudice to any other rights right or remedies which remedy (including any right to claim damages) that such Party may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term (a) Unless otherwise terminated this Agreement shall expire upon the later of (i) expiration, lapse or invalidation of the last to expire Corixa Patent or Joint Research Program Patent issued in any country or (ii) ten (10) years after first commercial sale of a Product in the last country in which a Product is commercially launched. Expiration of this Agreement under this provision shall commence upon not preclude SB from continuing to market Product and to use Know-How without any further royalty payments. (b) If this Agreement is terminated by Corixa for breach by SB under Paragraph 17(c) hereof, all rights to all intellectual property arising from the Effective Date andResearch Program, unless terminated earlier including but not limited to Corixa Patents, Joint Research Program Patents and Know-How, but excluding SB Patents, shall, subject to the provisions of Section 9, revert to Corixa and SB shall retain no rights therein. All payments set forth in Subparagraphs 5(a) (i) through (ix) will be guaranteed and non-refundable. Failure by Corixa to conduct the Research Program materially as detailed in Exhibit D shall be considered a breach of Agreement and be subject to Paragraph 17(c) below and any amount previously paid by SB may be submitted for consideration in arbitration pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)Section 12. 3.2 Upon Forty-two (42c) months following If either party materially breaches the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term material provisions of this Agreement beyond and if such breach is not cured within sixty (60) days (or in the fifth anniversary case of the Effective Date (“Renegotiation Period”). If the Parties come non-payment pursuant to an agreement during the Renegotiation PeriodSections 5 or 6, then for fourteen (14) days) after receiving written notice from the remaining five (5) years of this Agreement other party with respect to such breach, the renegotiated terms and conditions non-breaching party shall apply. In case the Parties will not reach an agreement, either Party has have the right to terminate this Agreement by giving written notice to the other Party party in breach provided the notice of termination is given within six (6) months of the breach and prior to cure thereof. (d) SB agrees it will exercise at least twelve the same level of diligence in the clinical development and commercialization of Product within the Territory as it currently uses, or in the past has used, with respect to its own commercially successful products. However, prior to marketing Product in any given country, SB may terminate its development efforts and the license granted hereunder with respect to that country upon ninety (1290) days notice if in SB's reasonable judgment sales in such country would not be commercially viable. Thereafter, after beginning Product marketing efforts in any particular country, and continuing such efforts for [***] years (the "Minimum Diligence Period"), SB may terminate sales efforts with respect to any single country by giving Corixa at least six (6 ) months prior written notice prior thereof. In that event the licence granted hereunder to the fifth anniversary SB with respect to said country of the Effective Date otherwise Territory shall revert back to Corixa. Such Minimum Diligence Period may be reduced below [***] by mutual agreement of the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinparties. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in (e) Either party may terminate this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; providedif, howeverat any time, the other Party party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, file in any one contract year period, to fulfil more than four (4) orders of Kit, Set court or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or agency pursuant to any bankruptcy, insolvency or reorganization statute or proceedingregulation of the United States or of any individual state or foreign country, or if a petition in bankruptcy is or insolvency or for reorganization or for an arrangement or for the appointment of a receiver of trustee of the party or of its assets, or if the other party proposes a written agreement of composition or extension of its debts, or if the other party shall be served with an involuntary petition against it, filed against it which is in any insolvency proceeding, and such petition shall not be dismissed within with sixty (60) days after the filing thereof, or proceedings are taken if the other party shall propose or be a party to liquidate any dissolution or liquidation, or if the assets other party shall make an assignment for the benefit of such Party which are not stayed within sixty creditors. (60f) daysNotwithstanding the bankruptcy of Corixa, or the impairment of performance by Corixa of its obligations under this Agreement as a result of bankruptcy or insolvency of Corixa, SB shall be entitled to retain the rights and licenses granted herein, without any further obligations to Corixa, subject to Corixa's right to terminate this Agreement for reasons other than bankruptcy or insolvency as expressly provided in this Agreement. (g) SB may terminate this Agreement at any time, on or after the second anniversary of this Agreement by giving six (6) months prior written notice to Corixa. Any assets jointly owned by In the two Parties including the Jointly Owned Arising IP shall become the property event SB terminates this Agreement effective as of the Party second anniversary of this Agreement, the Milestone Payment provided for in Paragraph 5(a) shall not seeking such reliefbe due regardless of whether or not the Milestone has been achieved. Thereafter, even if the Milestone has been achieved, SB may still elect to terminate this Agreement in which case SB shall be relieved of the obligation to make the Milestone Payment. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 1. This Agreement shall enter into force as from … and shall be binding for the duration necessary to achieve the Purpose or at the date corresponding to [e.g. at the registration deadline for members with a lower tonnage band / at the deadline for the authorities to evaluate the registration dossier /….]. Upon achievement of the Purpose this Agreement can be terminated by a unanimous decision of the Parties. 2. This Agreement shall become effective upon execution thereof. Neither expiration nor termination of this Agreement shall commence upon relieve the Effective Date andParties hereto from the duty to discharge in full any obligations accrued or due prior to the date of such expiration or termination, unless terminated earlier pursuant to and such obligation (until so discharged) shall expressly survive expiration or termination. The obligations set forth in Article II hereof shall expressly survive any termination or expiration of this Agreement. 3. This Article and the provisions relating to the protection of confidentiality (Article VII), shall continue until the tenth anniversary ownership of Information (Article IV), dispute resolution and applicable law (Article XIV) and limitation of the Effective Date liability (“Term”). 3.2 Upon Forty-two (42Article XII) months following shall survive the Effective Date and for termination of this Agreement. With regard to the following six (6) monthsstudies, the Parties agree to meet obligations specified in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term Article VII of this Agreement beyond shall survive for a period of twelve (12) years following the fifth anniversary initial submission to the Agency. With regard to all other Information, the obligations specified in Article II shall survive for a period of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years after termination of this Agreement the renegotiated terms and conditions shall applyAgreement. 4. In case the Parties will not reach an agreement, either Party The Lead Registrant has the right to terminate this Agreement giving its functions as lead registrant under the cumulative conditions that: -it has been validly replaced in its functions within the SIEF; -its assignee has accepted to be bound by the other Party at least twelve (12) months written notice prior to the fifth anniversary obligations of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach Lead Registrant under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary5. At any time and without cause, this Agreement may be terminated by either a Party subject to a six months written notice period. In any event, the terminating Party shall fulfill its financial obligations up to the date of termination, i.e. until the end of the applicable notice period, including all payments related to studies agreed on which have arisen during the time of his participation. The terminating Party shall have no further rights to any results arising out of this Agreement in respect of which he has not fulfilled his financial contribution or to any compensation from subsequent Parties. Any rights granted under this Agreement remain unaffected by the termination and the other Parties shall continue to be entitled to make use of the Information made available by the terminating Party on the conditions specified in this Agreement and provided that that Party has been duly compensated under the conditions defined in this Agreement. 6. This Agreement may be terminated by the non-defaulting Party as to the Party which is in default of any material obligation set forth in this Agreement and which fails to remedy such default within 45 (forty-five) days after written notice thereof. Upon such termination the Party in default shall not be entitled to rights to use studies until such Party has discharged in full any obligations accrued or due hereunder prior to the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets date of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relieftermination. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this This Agreement shall commence continence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall and continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions terminated as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 Agreement. This Agreement may be terminated by either Party in the event of a will immediately terminate upon Customer’s material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”)Agreement, specifying the grounds thereof. Upon receipt of unless such Breach Notice, the breaching Party shall have breach is curable and is cured by Customer within thirty (30) days to respond by curing such breach. If the breaching Party does not cure after notice of such breach within is provided by Wind River, or such periodalternate period as the parties mutually agree. Except as set forth below, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited toupon termination, Customer agrees: (i) milestone payments not to use the Software for facility setup overdue for more than three (3) months, any purpose whatsoever; (ii) monthly payments overdue for more than three (3) months, to destroy the Software and any copy then in Customer’s possession; and (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning certify to Wind River that such destruction has taken place. Upon termination Wind River may repossess all copies of the Hot Cell(s) within three (3) month despite EZNSoftware then in Customer’s notification *Confidential Treatment Requested* possession or control. Termination of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in not affect any one contract year period, End User sublicenses previously granted by Customer pursuant to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”Section 2(b). It These remedies shall not be considered a Supply Breach cumulative and in addition to any other remedies available to Wind River. The following Sections shall survive any termination of this Agreement: Sections 1, 4, 5, 7, 8, 10(b), 12, 13 and 14. Notwithstanding the foregoing or any other provision, except in the event that case of a termination for cause by Wind River by reason of Customer’s uncured breach of a material obligation, Customer and its Distributors shall have the right to continue to distribute and sublicense, according to the terms of this Agreement, the Run-Time Modules solely as incorporated in the Target Application for a period of ninety (i90) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement days after termination of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of pursuant to agreements entered into prior to the delivery effective date of termination and subject to payment to Wind River of all monies owed pursuant to this Agreement for such activity; in addition, Customer and its Distributors shall have the originally scheduled order right to retain and use a reasonable number of Kit, Set copies of Run-Time Modules copies solely to provide support to existing End Users and/or other Distributors with respect to Target Applications containing Run-Time Module copies properly licensed to such entities prior to the Agreement termination or Final Product, or the aforementioned ninety (iii90) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained day period set fore in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefSection 8. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term 6.1 This Agreement is effective as of this Agreement shall commence upon the Effective Date andand will be in force and effect for a term of five years (5 years) after the Effective Date (“Initial Term”), unless terminated earlier pursuant by Licensor in accordance with Section 6.3 or Section 6.4, or extended as per Section 6.2 (whatever duration of this Agreement applies is referred to this Agreement, shall continue until the tenth anniversary of the Effective Date (as “Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term 6.2 The Initial Term of this Agreement beyond shall automatically be extended for subsequent periods of five years (5 years) after the fifth anniversary expiry of the Effective Date Initial Term or any subsequent five years (5 years) period(s), unless a Party provides written notice of termination to the other Party no later than six months (6 months) before expiry of the Initial Term or expiry of any subsequent five years (5 years) period(s) (“Renegotiation PeriodExtended Term”). If In the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of event that this Agreement expires, Licensee hereby, on behalf of itself and its Licensee Affiliates, represents and warrants that as of the renegotiated terms date on which this Agreement expired, Licensee and conditions Licensee Affiliates shall apply. immediately cease to Make and/or Sell AV1 Products, unless Licensee and its Licensee Affiliates has/have otherwise acquired separate licenses under the AV1 Patents. 6.3 In case the Parties will not reach an agreementevent of a material breach of Licensee, either Party Licensor has the right to terminate this Agreement giving with immediate effect. In such event, Licensee, on behalf of itself and its Licensee Affiliates, represents and warrants that at the time of said termination of this Agreement, Licensee and Licensee Affiliates shall immediately cease to Make and/or Sell AV1 Products unless Licensee and/or Licensee Affiliates have otherwise acquired separate licenses under the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereinAV1 Patents. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in 6.4 In the event of a material breach by the other Party failure of the terms and conditions hereof; providedLicensee to report royalties, howeverprovide due assistance and/or make payment for any due amounts, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party Licensee shall have thirty (30) days to respond by curing remedy such failure, of which failure Licensor shall provide notice, until such failure shall be considered material breach. If In the breaching Party does not cure such event aforementioned types of failure occur multiple times within the Term, Licensor may consider this a material breach within such period, the other Party may with no further right for Licensee to remedy. 6.5 Licensor has a right to terminate the Agreement without prejudice rights granted to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations Licensee under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount with immediate effect in case that Licensee or any of ***** overdue for more than three (3) month, (iv) funds held Licensee´s Affiliates asserts and/or has asserted a claim or brings a claim in the Escrow Account have not been made available to EZN for the purpose a lawsuit or other proceeding against AV1 Patent Owner and/or Patent Owner Affiliates that any products of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZNAV1 Patent Owner and/or Patent Owner Affiliates infringe any patents or patent applications owned or controlled by Licensee and/or Licensee’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clauseAffiliate, and (vi) violation such patent having at least one claim of EZN’s right which is either necessarily infringed or the practice of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and which, as a practical matter, cannot be limited to: (i) EZN has failed, avoided in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent remaining compliant with the Specifications AV1 Specification (“Licensee’s AV1 Patents”) and Licensee refuses to grant a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure license, covenant or release to supply is attributableAV1 Patent Owner and/or Patent Owner Affiliates on fair, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process reasonable and non-discriminatory terms and conditions under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementsuch Licensee’s AV1 Patents. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The initial term of this Agreement shall commence upon on the FAD Effective Date andand continue in effect until December 31 of the following year. Dealer acknowledges and agrees that there is no representation or promise, unless terminated earlier pursuant express or implied, made by ▇▇▇▇▇▇ or any other party to Dealer that Dealer shall have any right to have this Agreement renewed after the term hereof, nor has Dealer relied on any such representation or promise. ▇▇▇▇▇▇ shall have no liability whatsoever to Dealer for the expiration of this Agreement or the failure to enter into any subsequent agreement with Dealer. Notwithstanding anything to the contrary, herein, ▇▇▇▇▇▇ may terminate the Program at any time, in its discretion, on 30- days notice. 3.2 In the event that Dealer breaches any term of this Agreement, shall continue ▇▇▇▇▇▇ may suspend the Dealer’s FAD icon on the ▇▇▇▇▇▇.▇▇▇ Dealer Locator until such time as the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree breach is remedied. Subject to meet in order to discussSection 4.3, in good faith, the terms and conditions under which the Parties intend to continue the event that Dealer breaches any term of this Agreement beyond the fifth anniversary Agreement, except for breaches of the Effective Date terms of Sections 1.4, 1.5, or 2.4, and such breach is not cured within thirty (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period30) days of written notice thereof by ▇▇▇▇▇▇, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to ▇▇▇▇▇▇ may terminate this Agreement giving to the other Party at least twelve (12) months effective immediately upon written notice prior to Dealer. Subject to Section 4.3, in the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on event that Dealer breaches the terms of Sections 1.4, 1.5, or 2.4 and conditions set forth herein.such breach is not cured within sixty (60) days of written notice thereof by ▇▇▇▇▇▇, ▇▇▇▇▇▇ may terminate this Agreement effective immediately upon written notice to Dealer. Dealer may terminate this Agreement at any time by providing written notice to ▇▇▇▇▇▇ 3.3 It is agreed between In the Parties event that Dealer (i) provides false or misleading information pursuant to Section A; or (ii) engages in case flagrant or chronic breaches evidenced by customer complaint(s), misleading or deceptive advertising, or two or more breaches of termination any term of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement; ▇▇▇▇▇▇ may terminate this Agreement for eighteen (18) months following the termination effective immediately upon written notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party will terminate immediately upon written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure Dealer ceases to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under function as a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcygoing concern, is adjudicated a bankrupt, makes a general assignment for the benefit of creditors, takes the benefit of any insolvency, reorganization or files a petition or otherwise seeks other debtor’s relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceedinglegislation, or if a petition receiver or trustee is appointed for its property; or (ii) Dealer transfers substantially all of its assets without ▇▇▇▇▇▇’▇ prior written consent or if there is a change in bankruptcy is filed against it which is not dismissed within sixty (60) days the ownership or proceedings are taken to liquidate the assets control of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefDealer. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 10.1 This Agreement shall commence upon on the Effective Date and, date signed by both REALIS and the LICENSEE and shall continue from year to year subject to the timely payment of INITIAL FEES and ANNUAL RENEWAL FEES unless terminated earlier by either party pursuant to the remaining provisions of this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”)Clause. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to 10.2 Either party may terminate this Agreement giving to forthwith on serving written notice on the other Party at least twelve (12if the other: a) months written notice prior goes into liquidation or suffers a receiver to the fifth anniversary be appointed over all or any of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein.its assets; or 3.3 It is agreed between the Parties that in case of termination b) fails to remedy any remediable breach of the Agreement as set forth in Article 3.2, the manufacture and supply within 30 days of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party receiving written notice of the proposed termination breach; or c) commits any irremediable breach; or d) commits a breach of the undertakings as to confidentiality set out in Clause 5. 10.3 The LICENSEE may terminate this Agreement (“Breach Notice”)by serving not less than three months written notice to expire on an anniversary of the COMMENCEMENT DATE. REALIS may terminate this Agreement by serving not less than six months written notice on the LICENSEE to expire on an anniversary of the COMMENCEMENT DATE. 10.4 In the event of termination, specifying all licences granted to the grounds thereof. Upon receipt LICENSEE, and any obligations of such Breach NoticeREALIS, shall thereupon cease and, Subject to Clauses 10.5 and 10.6, the breaching Party LICENSEE shall have thirty (30) within fourteen working days to respond return all tangible copies of all LICENSED SOFTWARE in whatever form and all copies associated DOCUMENTATION in its power, possession or control; and erase any copies of any thereof from any computer store or memory owned, used or controlled by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement LICENSEE. 10.5 Termination shall be without prejudice to any other rights or remedies which may be available to the non-breaching Partyaccrued right of either party. 3.5 Material breach 10.6 The restrictive covenants and promises of MIPI’s obligations under the LICENSEE and REALIS, in particular the undertakings set out in Clause 5, shall commence on the date on which this Agreement has been signed by both the LICENSEE and REALIS and shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount survive any termination or rescission of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 6.1 The term of this Agreement shall commence upon begin on the Effective Closing Date andand shall continue until December 31, 2008 (the "Initial Term"), unless earlier terminated earlier by mutual agreement or as otherwise provided in this Agreement. At the end of the Initial Term (or if applicable a renewal period), this Agreement shall automatically renew for an additional one (1) year period unless either party gives written notice of termination to the other at least 30 days prior to the end of the Initial Term, or the end of any additional one year renewal period, as applicable. 6.2 Subject to the provisions of the Schedules, the SAMCO Companies may terminate all or any Services provided pursuant to this AgreementAgreement on thirty (30) days prior written notice to PWI; provided that to the extent any Services are expressed to be provided as a package in any Schedule, any such termination must be as to the full package of Services not individual Services within the package. SAMCO Companies shall continue until no longer be obligated to pay PWI the tenth anniversary fee attributable to such cancelled Services following the effective termination date of such Services. SAMCO Companies shall be liable for any outstanding purchase orders placed with third parties or other out of pocket costs incurred by PWI on any SAMCO Company's behalf prior to PWI's receipt of the Effective Date (“Term”)aforesaid written notice of termination. 3.2 Upon Forty-two (42) months following 6.3 Subject to the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary provisions of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation PeriodSchedules, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, howeverunder this Agreement, the other Party shall first give non-defaulting party may terminate the specific Service(s) to which such breach relates if the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of defaulting party fails to cure such Breach Notice, the breaching Party shall have breach within thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to of its receipt of a written notice from the non-breaching Party. 3.5 Material breach defaulting party of MIPI’s such breach, provided that the duties and obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* defaulting party which have accrued prior to the termination of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It such Service shall not be considered a Supply Breach in released or discharged by such termination. Should the event that (i) the failure SAMCO Companies have failed to supply is attributablepay any amounts payable pursuant to Section 6 and such default shall have continued for 30 days, in whole or in partPWI shall be entitled to terminate its obligation to provide any Services hereunder. 6.4 The provisions of Sections 4.3, directly or indirectly5, to MIPI or its licensee7, (ii) EZN is able to supply an additional replacement 8 and 9 shall survive termination of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in 6.5 Upon termination of this Agreement PWI shall return to the contrarySAMCO Companies any records or information provided by SAMCO Companies to PWI for the purposes of providing the Services and shall deliver to the SAMCO Companies any records, this Agreement may be terminated to the extent they relate to the SAMCO Companies, generated by either Party PWI in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property course of the Party not seeking provision of the Services. PWI shall be entitled to retain a copy of any such reliefinformation or records for its files. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 5.1. This Agreement shall commence be deemed effective upon the Effective Date andfirst stated above, and continue for a period of two years until April 24, 2007 (“End Date”), unless earlier terminated earlier in accordance with this Section 5, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. This agreement shall become binding upon execution by the Parties. No order or request for services under this Agreement shall be processed before the Effective Date, except as otherwise agreed to in writing by the Parties. No order or request for services under this Agreement shall be processed before CLEC has established a customer account with Sprint and has completed the Implementation Plan described in this Agreement. 5.2. In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to make any undisputed payment when due, the non- defaulting Party may immediately terminate this Agreement in whole or in part if the non-defaulting Party so advises the defaulting Party in writing of the event of the alleged default and the defaulting Party does not remedy the alleged default within sixty (60) Days after written notice thereof. The non-defaulting Party may pursue all available legal and equitable remedies for such breach. 5.3. Sprint may terminate this Agreement upon ten (10) Days notice if CLEC is not exchanging traffic with Sprint or has not submitted orders pursuant to this Agreement, shall continue until the tenth anniversary Agreement within one-hundred-eighty (180) Days of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall applyDate. In case the Parties will not reach an agreementaddition, either Party has Sprint reserves the right to terminate this Agreement giving immediately upon notice from the CLEC that it has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that CLEC is no longer doing business in this state, and immediately terminate this Agreement. 5.4. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party at least twelve (12) months written notice or which thereafter may accrue in respect to any act or omission prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It termination or from any obligation which is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth expressly stated in this Agreement for eighteen (18) months following the termination noticeto survive termination. 3.4 This Agreement 5.5. Notwithstanding the above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that Sprint uses to provide Telecommunications Services, then Sprint may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of terminate this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly part as to that particular exchange or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement group of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within exchanges upon sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefDays prior written notice. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 2.1 The initial term of this Agreement shall commence on the Acceptance Date (as defined in Section 4.0) and terminate upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary expiration of the Effective Date term set forth in the Ordering Document (the “Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to The Customer may terminate this Agreement giving without cause by providing Starfish with ninety (90) days prior written notice, in which case Customer shall pay Starfish an early termination fee equal to one (1) year’s Subscription Fee (as defined in Section 3.1) or the Subscription Fee due for the remainder of the Term, whichever is less. If three (3) or more years remain on the Subscription the early termination fee will equal two (2) year’s Subscription Fee. 2.2 Either Party may terminate this Agreement for “cause” if the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in breaches its representations or obligations under this Agreement for eighteen or the Ordering Document (18including without limitation the failure to pay any Fees when due) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material and fails to cure such breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have within thirty (30) days to respond after receipt of written notice from the Party alleging said beach or such longer period as the Parties may agree, provided that the Customer may not terminate this Agreement for “cause” if the cause of the breach is not within Starfish’s control. Notwithstanding the foregoing, the cure period for non- payment of Fees shall be five (5) days after receipt of written notice. In addition, Starfish may terminate this Agreement at any time without “cause” by curing such breachproviding the Customer with thirty (30) days’ prior written notice, in which case Starfish shall reimburse Customer for any prepaid Fees. 2.3 Upon termination of this Agreement, the Customer shall cease using the Solution and Starfish shall cease rendering any services, including without limitation Technical Support (as defined in Section 5.1). If the breaching Party does not cure such breach within such periodAgreement is terminated by the Customer for “cause”, then Starfish shall refund to the other Party may terminate Customer a pro-rata portion of any Prepaid Fees. If the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party Starfish for “cause”, then any unpaid Fees that would have become due during the Term currently in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP effect shall become the property of the Party not seeking such reliefimmediately due and payable. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this 9.1 This Licence Agreement shall commence upon on the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until date shown on the tenth anniversary of Order provided that the Effective Date (“Term”)Licensee allows at least ten working days between the date the Order is submitted and the commencement date requested and provided that the Licensor does not reject the Order or agree some other commencement date in accordance with clause 5.3. 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months9.2 Unless terminated in accordance with its other provisions, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Licence Agreement will automatically continue for the remaining term period shown on the Order. The Licensor will reasonably endeavour to give the Licensee at least ninety days’ notice, and in any event as much notice as it reasonably can, where it does not intend to offer renewal of this Licence Agreement on broadly similar terms and conditions set forth hereinprices. 3.3 It 9.3 Either party may terminate this Licence Agreement by written notice if the other: (a) is agreed between in breach of any material term, condition or provision of this Licence Agreement or of any material provision required by law, or is in persistent breach of any other term, condition or provision and fails to remedy the Parties that in case same within thirty days of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue written notice; (b) ceases to carry on the terms and conditions as set forth in business relevant to this Agreement Licence Agreement, or receives a court order or passes a resolution for eighteen winding-up (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning solvent amalgamation or reconstruction), or is declared insolvent; or initiates any arrangement or composition with its creditors; or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or is deemed by any relevant statutory provisions to be unable to pay its debts. 9.4 Except in the case of perpetual licences, upon termination of this Licence Agreement, the Licensee shall promptly de-install all copies of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning Software. The Licensee will allow the Licensor reasonable access to verify compliance with the foregoing obligation. 9.5 All rights and obligations of the high throughput facility, (v) breach parties under this Licence Agreement will automatically cease upon termination except for such rights of exclusivity clause, action that have accrued prior to termination and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s any rights or obligations under this Licence Agreement shall mean and be limited to: (i) EZN has failedor at law, which expressly or by implication come into or continue in any one contract year period, to fulfil more than four (4) orders of Kit, Set force on or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreementafter termination. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The If an Order has been executed, the initial term of this Agreement shall commence upon the Effective Date andshall, unless otherwise terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions as set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement below, be as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as such Order. If no initial term is set forth in an Order, the term of such Order shall be one (1) year from the effective date of the Order. After the expiration of the initial term, this Agreement will automatically renew for eighteen (18) months following consecutive renewal terms of equal length to the termination notice. 3.4 This Agreement may be terminated by initial term – unless either Party in the event of a material breach by party provides the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party party with written notice of non-renewal at least sixty (60) days prior to the proposed termination end of the then current term. If a Licensee if bound to a term, either party may terminate this Agreement only if (“Breach Notice”), specifying i) the grounds thereof. Upon receipt of other party breaches this Agreement and fails to cure such Breach Notice, the breaching Party shall have breach within thirty (30) days from receipt of written notice thereof (ten (10) days in the case of Licensee’s failure to respond by curing such breachpay), or (ii) the other party enters bankruptcy, makes an assignment for the general benefit of creditors, has a receiver appointed, or otherwise becomes insolvent. If Licensee is not bound by any term (such as, in the breaching Party does not cure such breach within such period, the other Party case of any evaluation license): (a) Licensee may terminate this Agreement at any time and (b) Molecular Match may terminate this Agreement immediately if Licensee violates any provision of this Agreement. If Licensee is using the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations Service under an evaluation agreement with Molecular Match, this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning terminate upon expiration of the Hot Cell(sapplicable evaluation period, unless Licensee elects to retain such Service (subject to payment to Molecular Match of all applicable fees). If no evaluation term is set forth in an evaluation Order, the term of such Order shall be thirty (30) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning days from the effective date of the high throughput facility, (v) breach Order. Any termination of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders also terminate the licenses granted hereunder. Upon termination of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week for any reason, Licensee shall promptly return to Molecular Match all Confidential Information, and shall, if requested by Molecular Match, so certify to Molecular Match that such actions have occurred. Sections 2, 3, 6, 8, 9, 10 and 11, as well as all outstanding payment obligations, shall survive termination of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 1. The term of this Agreement begins at the Execution Date and ends on the 31st of December 2009 and can be extended upon written agreement of both parties. Timelines are given in the working schedule described in Annex 2 of this Agreement. The timeline for Part 1 of the working schedule as described in Annex 2 of this Agreement starts with the receipt of the Ingredient including all information and data according § 1.3., or at signing of this Agreement – whatever is later. 2. Principal or Contractor may terminate this Agreement upon fifteen (15) days prior written notice to the other party if (i) either Principal or Contractor shall commence become insolvent or (ii) make a general assignment for the benefit of creditors, or (iii) the opening of bankruptcy proceedings is denied for lack of assets. In case of termination by Principal upon causes defined in this paragraph 4.2., Principal will receive a perpetual, world wide, non-exclusive license to use any process technology owned by or licensed to Contractor to the Effective Date andextent required in order to produce the liposomal formulation of the Ingredient. 3. Principal or Contractor may terminate this Agreement at any time for any material breach of any of the provisions hereof upon thirty (30) days prior written notice to the other party, unless terminated earlier provided that during such thirty (30) – day period the default is not cured to the reasonable satisfaction of the party giving notice. 4. In the event of termination of this Agreement pursuant to any of the above provisions, Contractor shall have a duty to mitigate its damages, including (a) cease all Development Activities for Principal pursuant to this Agreement, shall continue until (b) take all steps necessary to cancel or to limit to a minimum any commitments with third parties ancillary to the tenth anniversary Development Activities pursuant to this Agreement, (c) inventory and provide a list to Principal of all work in progress and the results of the Effective Date Development Activities pursuant to this Agreement (thereinafter referred to as “Work Product”) pursuant to this Agreement, (d) upon request of Principal, promptly deliver to Principal all Work Product and transfer to Principal all drawings, all partially or fully completed deliverables, and all other Know-How comprising or forming a basis for Ingredient and Jointly Resulting Proprietary Rights. 5. Upon the successful conclusion of Contractor’s Development Activities under this Agreement, or any extensions thereof, or upon any earlier termination hereof, Contractor shall return all materials, documentation, substances, equipment delivered by or on behalf of Principal and/or shall transfer to Principal other tangible items which were created or procured pursuant to this Agreement and relate to the Resulting Proprietary Rights (“TermMaterials”). 3.2 Upon Forty-two (42) months following that Contractor may have in its possession or control. Any Materials shall be the Effective Date property of Principal and, for so long as such Materials are permitted to be in the possession or control of Contractor, shall be used by Contractor only as directed by Principal. In order to assist Principal in the disposition of such Materials, Contractor shall, promptly upon the conclusion or termination of this Agreement, provide Principal with a written inventory of all such Materials. Such inventory shall be in sufficient detail to enable Principal to identify and for confirm the following six (6) months, return of the Parties agree Materials formerly delivered by Principal. Principal shall further be given reasonable access to meet the facilities of Contractor and any involved third party contractors of Contractor in order to discuss, in good faith, the terms identify and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth hereininspect such Materials. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 10.1. This Agreement shall come into effect as of the date first written above, and shall remain in full force and effect unless earlier terminated as provided in this Section 10, provided, that, except for the provisions of Paragraph 10.2 and Section 12, the rights and obligations of the parties hereunder shall be contingent upon the closing of the initial public offering described in Paragraph 10.2 hereof. 10.2. HGS may terminate this Agreement immediately, effective upon written notice to TRANSGENE, in the event that TRANSGENE does not complete an underwritten initial public offering of at least twenty five million U.S. dollars ($25,000,000) at a post-money valuation of at least one hundred fifteen million U.S. dollars ($115,000,000) on or before July 31, 1998. However, the parties recognize the volatility of capital markets, and therefore agree to discuss possible alternative financial arrangements in the event an underwritten initial public offering has not occurred on or before July 31, 1998, provided that if the parties fail to reach agreement and HGS exercises its right to terminate pursuant to Paragraph 10.2, TRANSGENE's payment obligation pursuant to Paragraph 3.1 The term shall terminate. (a) Subject to Paragraph 10.5, in the event TRANSGENE fails to make a royalty or milestone payment to HGS under this Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, when due, or fails to meet its obligations under Section 5 of this * Confidential treatment requested 29 33 Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, in addition to any other remedy which it may have, HGS may notify TRANSGENE in writing that (i) all TRANSGENE's rights with respect to such EXCLUSIVE TRANSGENE PRODUCT shall terminate as of sixty (60) days after such written notice and TRANSGENE's rights with respect thereto shall terminate unless such payment is made or such failure is cured, prior to the expiration of such sixty (60) day period; or (ii) if TRANSGENE has previously failed twice to make a royalty or milestone payment to HGS under this Agreement or to meet its obligations under Section 5 of this Agreement, HGS may notify TRANSGENE in writing that this Agreement shall commence upon the Effective Date andterminate in its entirety, unless terminated earlier pursuant and if TRANSGENE fails to cure such failure within sixty (60)days thereafter, this Agreement, Agreement shall continue until the tenth anniversary of the Effective Date (“Term”)terminate in its entirety. 3.2 Upon Forty-two (42) months following 10.4. In the Effective Date and for event that TRANSGENE fails to make the following six (6) months, the Parties agree payment to meet in order to discussHGS under Paragraph 3.1 when due, in good faithaddition to any other remedy which HGS may have, HGS may notify TRANSGENE in writing of such failure and the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”)in its entirety, specifying the grounds thereof. Upon receipt of and if TRANSGENE fails to make such Breach Notice, the breaching Party shall have payment within thirty (30) days thereafter, this Agreement shall terminate. 10.5. Notwithstanding Paragraph 10.3, HGS may not terminate TRANSGENE's rights or this Agreement, if TRANSGENE reasonably contests whether such royalty or milestone is due or reasonably contests that it has not failed to respond by curing such breachmeet its obligations under Section 5 of this Agreement and provided TRANSGENE has instituted an arbitration proceeding pursuant to Paragraph 15.3. 10.6. If In the breaching Party does not cure such breach within such periodevent that HGS fails to meet its obligations under Section 4, the other Party may terminate the Agreement without prejudice in addition to any other rights or remedies remedy which TRANSGENE may be available have, TRANSGENE may notify HGS of such failure and that this Agreement shall terminate in its entirety, and if HGS fails to the non-breaching Partycure such failure within thirty (30) days thereafter, this Agreement shall terminate in its entirety. 3.5 Material breach of MIPI’s obligations 10.7. In the event HGS fails to make a royalty payment to TRANSGENE under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) monthswith respect to an EXCLUSIVE TRANSGENE PRODUCT, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Productwhen due, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.fails to

Term and Termination. 3.1 The term of this 7.1 This Agreement shall commence upon become effective as of the Effective Date and, unless except as terminated earlier pursuant to this Agreementas set forth herein shall, shall continue until the tenth anniversary in force for a period of the one (1) year following such Effective Date and ending on the anniversary thereof (“Initial Term”). This Agreement shall automatically extend for additional one (1) year periods (each such period, a “Renewal Term”) (collectively, Initial Term and Renewal Terms, the “Term”). 3.2 Upon Forty-two , unless: (42i) months following SD Association provides Member with an amendment to this Agreement at least ninety (90) days prior to the Effective Date expiration of the Initial Term or any Renewal Term and for Member does not execute such amendment and return such executed amendment to SD Association prior to the following six expiration of the then current term, provided that changes to the Annual Fee in accordance with Section 4.2 shall not require an amendment, or (6ii) months, the Parties agree this Agreement is otherwise terminated pursuant to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary Agreement. 7.2 Immediately upon termination of this Agreement, Member shall return to SD Association or destroy at SD Association’s instruction, all SD Specifications provided hereunder, other Confidential Information and all copies of the Effective Date (“Renegotiation Period”). If foregoing documents, upon the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of last date that this Agreement the renegotiated terms remains in force and conditions shall applyeffect. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term Member acknowledges and agrees that on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt all rights and privileges of such Breach Notice, the breaching Party Member granted hereunder shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party cease. 7.3 Member may terminate the this Agreement without prejudice to and resign from membership at any other rights or remedies which time by providing SD Association with written notice of its termination election. 7.4 SD Association may be available terminate this Agreement at any time on sixty (60) days’ notice to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach Member in the event that the Member shall materially breach or fail to perform any material obligation under this Agreement and such default is not remedied within sixty (60) days after notice is given specifying the nature of the default. Such right of termination shall not be exclusive of any other remedies or means of redress to which SD Association may be lawfully entitled, and all such remedies shall be cumulative. 7.5 In the event that any Event of Bankruptcy occurs, then SD Association or Member may give notice to the offending party terminating this Agreement and this Agreement shall be terminated in accordance with the notice. An “Event of Bankruptcy” occurs if: (i) a decree or order by a court having jurisdiction in the failure premises has been entered adjudging a party as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition, winding up or similar relief for a party under any applicable statute, or a decree or order of a court having jurisdiction in the premises for the appointment of a liquidator, receiver, administrator, trustee or assignee in bankruptcy or insolvency or other similar person or official of a party or of a substantial part of the property, or for the winding up or liquidation of the affairs of such party has been entered and remains unstayed; or if any substantial part of the property of a party has been sequestered or attached and has not been returned to supply is attributablethe possession of a party or released from such attachment within fourteen (14) days thereafter; whether any such act or event occurs in the United States, in whole or in partany foreign country, directly subdivision thereof, or indirectly, to MIPI or its licensee, any other jurisdiction; or (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files party becomes the subject of a petition in bankruptcy, is adjudicated a bankrupt, voluntary or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a involuntary petition in bankruptcy is filed against it which or any similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days or proceedings are taken to liquidate of filing. If such proceeding is involuntary and is contested in good faith, this Agreement shall terminate only after the assets passage of one hundred twenty (120) days without the dismissal of such Party which are not stayed within sixty (60) days. Any assets jointly owned proceeding. 7.6 This Agreement shall automatically terminate in the event that Member is deprived of its membership by the two Parties including the Jointly Owned Arising IP shall become the property SD Association in accordance with Section 2.7 of the Party not seeking such reliefBylaws. 3.8 Notice 7.7 Termination or expiration of Termination this Agreement shall have no effect on and Breach Notice are Member shall remain fully liable for all outstanding and unpaid obligations to be sent SD Association hereunder prior to the date of such termination or, only in the case of termination by registered letterMember pursuant to Section 7.3, prior to the date which is thirty (30) days prior to the effective date of such resignation. No termination of this Agreement shall give rise to any Member rights of refund for Annual Fees paid. The provisions set forth in Sections 4.4, 5.3, 6, 7.2, 7.7 and 8, shall survive any termination or expiration of this Agreement in perpetuity. The termination or expiration of this Agreement shall have no effect on Member’s obligation to comply with the survival provisions of the Policies and Procedures, including without limitation the IP Policy.

Term and Termination. 3.1 The term of this This Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following on the Effective Date and terminate on 30 June 2021R 9 (“Initial Period”), subject to early termination hereof, or termination due to breach of contract. The Tenant shall have the option to renew this Lease for a further period by providing the following six Landlord with notice no less than 90 (6ninety) monthsdays before termination of the Initial Period, upon the Parties agree to meet in order to discuss, in good faith, the same terms and conditions under which as contained herein. The rental payable by the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement Tenant during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions renewal period shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is be as agreed between the Parties parties at that in case time. On the expiry of the Initial Period, if the Tenant does not vacate the Leased Premises, the lease shall continue to operate on a month to month basis, both parties being obliged and entitled to give the other written notice of termination of the Agreement as set forth in Article 3.2lease during the further period, unless the manufacture lease is extended by agreement between the parties and supply of Kit, Set and Final Product will continue on reduced to writing. Either party may terminate the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated lease agreement by either Party in the event of a material breach by giving the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party party at least 6 months’ written notice of such termination. Notwithstanding anything to the proposed termination contrary herein contained, either party shall be entitled to forthwith terminate this Agreement at any time by addressing written notice to such counter-party should such counter-party: commit an act which is or would, if committed by a natural person, be an act of insolvency as defined in the Insolvency Act of 1936; or allow any judgment against it to remain unsatisfied for a period of 14 (FOURTEEN) days; or be provisionally or finally liquidated, removed from the Register of Companies or the like, or placed under judicial management whether provisionally or finally or take any steps for its voluntary winding up; or do anything which is intended to disparage or which in the reasonable opinion of the other parties disparages the services rendered by any party in terms of this Agreement (“Breach Notice”), specifying or the grounds thereofreputation of any party. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party The PPECB may terminate the Agreement without prejudice to any other rights or remedies this agreement with immediate effect if Landlord is listed on National Treasury’s database of restricted suppliers. The Landlord shall determine a reasonable inspection date, which may must be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning within 14 days of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning commencement of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year lease period, to fulfil more than four (4) orders cause an inspection of Kitthe leased premises by both parties in the presence of each other, Set or Final Product consistent with during which a written schedule of the Specifications (a “Supply Breach”)condition of the Leased Premises will be compiled by the parties. It shall not be considered a Supply Breach in In the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply such an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall inspection does not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceedingoccur, or if a petition in bankruptcy is filed against it which schedule is not dismissed within sixty (60) days or proceedings are taken compiled, the Leased Premises will be deemed to liquidate be in good order and condition at the assets commencement of such Party the Lease Period. The Landlord shall determine a reasonable inspection date to cause an outgoing inspection of the Leased Premises during which are not stayed within sixty (60) days. Any assets jointly owned a written schedule of the condition of the Leased Premises will be compiled by the two Parties including parties. These inspections will be held during the Jointly Owned Arising IP shall become last week of occupation or on or after the property date of termination of the Party not seeking such relieflease. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this (a) This Agreement shall commence will become effective upon the Effective Date anddate first set forth above, unless terminated earlier pursuant to this Agreement, shall will continue until the tenth anniversary of the Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue effect throughout the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation PeriodDistribution Agreement, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of upon any termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of a material breach by the other Party of the terms and conditions hereofDistribution Agreement; provided, however, that, notwithstanding such termination of the other Party shall first give Distribution Agreement, the Adviser will continue to pay to Distributor all fees to which Distributor is entitled pursuant to the breaching Party written notice Distribution Agreement for services performed through such termination date and any other fees payable upon such termination. In addition, notwithstanding any termination or expiration of the proposed Distribution Agreement or this Agreement, the Adviser shall reimburse the Distributor for (i) any and all expenses incurred by the Distributor in connection with the Distribution Agreement through the termination or expiration date of the Distribution Agreement and this Agreement and (ii) any and all expenses relating to financing arrangements (including, without limitation, with FEP Capital, Inc.) that are incurred by the Distributor and not reimbursed by the Trust, whether incurred prior to, or subsequent to, the termination or expiration date of the Distribution Agreement and this Agreement. This provision shall survive the termination of this Agreement. (b) This Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the NASD, and the Adviser may terminate this Agreement immediately upon written notice in the event the Distributor's NASD membership is suspended. (“Breach Notice”)c) In addition, specifying either party may immediately terminate this Agreement in whole if the grounds thereof. Upon receipt provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or if with the service and payment model remaining substantially as reflected herein, there exists a substantial risk that such Breach Noticea violation could occur. (d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the breaching Party shall have other party materially breaches this Agreement and the breach is not remedied within thirty (30) days after the party wishing to respond by curing such breach. If terminate gives the breaching Party does not cure such breach within such period, party written notice of the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, breach; (ii) monthly payments overdue for more than three (3) monthsa final judicial, (iii) payments for Final Product exceeding an accumulated amount regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of ***** overdue for more than three (3) month, (iv) funds held criminal or unethical behavior in the Escrow Account have not been made available to EZN for the purpose conduct of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, business; or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party party makes an assignment for the benefit of its creditors, files a voluntary petition in bankruptcyunder any bankruptcy or insolvency law, is adjudicated a bankrupt, becomes the subject of an involuntary petition under any bankruptcy or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which law that is not dismissed within sixty (60) days 60 days, or proceedings are taken to liquidate a trustee or receiver is appointed under any bankruptcy or insolvency law for the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such reliefother party or its property. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.

Term and Termination. 3.1 The term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the Effective Date (“Term”).8.1 If a party: 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to meet in order to discuss, in good faith, the terms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In case the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement will automatically continue for the remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Agreement as set forth in Article 3.2, the manufacture and supply of Kit, Set and Final Product will continue on the terms and conditions as set forth in this Agreement for eighteen (18) months following the termination notice. 3.4 This Agreement may be terminated by either Party in the event of 8.1.1 commits a material breach of this ▇▇▇▇ which cannot be remedied; or 8.1.2 commits a material breach of this ▇▇▇▇ which can be remedied but fails to remedy that breach within 14 days of a written notice referring to this clause 8.1, setting out the breach and requiring it to be remedied being given by the other Party of the terms and conditions hereof; provided, howeverparty, the other Party shall first give party may terminate this ▇▇▇▇ by giving not less than 14 days’ written notice to that effect to the breaching Party party in breach provided that the notice to terminate is given within six months from the date of the material breach occurring or the party terminating this ▇▇▇▇ becoming aware of it, whichever is the later. 8.2 Subject to clause 8.3, the Licensor may terminate this ▇▇▇▇ by giving not less than 7 days’ written notice to that effect to the Licensee if the Licensee fails to make any payment due to the Licensor under this ▇▇▇▇ within 14 days after the due date. 8.3 The right of termination set out in clause 8.2 will not arise in respect of any failure to make payment of any sum if the amount of such sum is and remains the subject of a bona fide dispute between the Licensee and the Licensor (where any sum which is not part of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in the Escrow Account have not bona fide dispute has been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications paid in accordance with this Agreement within one (1▇▇▇▇) week and for a period of 7 days following resolution of such dispute. 8.4 The Licensor may terminate this ▇▇▇▇ with immediate effect by giving notice to the Licensee if: 8.4.1 any Sanction is imposed in respect of any country or territory from which the Software, Documentation or services are exported or provided or into which they are imported or in which they are received; 8.4.2 a Sanction is made in respect of the delivery date Licensee or any User or in respect of any country in which the Licensee or any User is incorporated or operates; 8.4.3 the Licensor has reasonable cause to believe that the continued licensing of the originally scheduled order Software or performance of Kitany of the services is or would be in violation of or a breach of any Sanction or Export Law; or 8.4.4 the Licensor has reasonable cause to believe that the Licensee or any User has breached or is likely to breach any Sanction or Export Law. 8.5 The parties acknowledge and agree that if, Set or Final Productat any time, or (iii) if the Kit, Set or Final Product failure a party is the result entitled to exercise more than one right of conducting the Process under a deviation at the request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach termination under this Agreement▇▇▇▇, such party may, at its sole discretion, elect which (if any) termination right or rights it wishes to exercise. 3.7 Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by either Party in the event the other Party files a petition in bankruptcy, is adjudicated a bankrupt, or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it which is not dismissed within sixty (60) days or proceedings are taken to liquidate the assets of such Party which are not stayed within sixty (60) days. Any assets jointly owned by the two Parties including the Jointly Owned Arising IP shall become the property of the Party not seeking such relief. 3.8 Notice of Termination and Breach Notice are to be sent by registered letter.