Common use of Term and Termination Clause in Contracts

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 7.1 The term of this Agreement LICENSE AGREEMENT shall expire begin on the EFFECTIVE DATE and continue until (i) this LICENSE AGREEMENT is terminated as provided herein or (ii) on a country-by-country basis at and LICENSED PRODUCT-by-LICENSED PRODUCT basis, the expiration of the last to expire of the PATENT RIGHTS covering a particular LICENSED PRODUCT in each country in which a patent included in the PATENT RIGHTS and covering such time when no Valid Claim existsLICENSED PRODUCT may have issued. Upon expiration of this LICENSE AGREEMENT due to the expiration of the last-to-expire of all patents included in the PATENT RIGHTS with respect to a particular country and LICENSED PRODUCT, LICENSEE shall have the perpetual, unrestricted, fully-paid, royalty-free right, with rights of sublicense, to make, use, and sell, lease, or if no Patent was issued in a country, on the eleventh anniversary otherwise dispose of the First Commercial Sale such LICENSED PRODUCT in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In 7.2 It is expressly agreed that, notwithstanding the event provisions of any other paragraph of this LICENSE AGREEMENT, if LICENSEE should materially breach a material default or failure by Company to perform any of the terms, covenants or provisions provision of this Agreement, Company shall have ninety LICENSE AGREEMENT and fail to (90i) days after the giving of written notice of cure any such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of receipt of written notice from UNIVERSITY describing such breach (“BREACH NOTICE”) or (ii) provide written noticenotification to UNIVERSITY that such breach is not curable within such ninety (90) day period, the Agreement may not be terminated so long as Company commences accompanied by a plan to cure such breach, and is taking initiate commercially reasonable actions efforts to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured consistent with such plan within ninety (90) days after notice requesting cureof receipt of BREACH NOTICE, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall then UNIVERSITY will have the right to terminate this Agreement LICENSE AGREEMENT or render it nonexclusive immediately upon further written notice to LICENSEE, provided that such further written notice must be given by UNIVERSITY within ten (10) days of the expiration of the ninety (90) period established above. A material breach is a violation of or failure to keep or perform any material covenant, condition, or undertaking of this LICENSE AGREEMENT, including, but not limited to, the failure to deliver to UNIVERSITY any royalty or other payment at the time or times that the same should be due to UNIVERSITY under this LICENSE AGREEMENT, failure to provide reports as specified in Section 4.2, failure to meet or achieve performance milestones in accordance with Section 5.2, and failure to possess and maintain insurance as set forth in Section 11.3. Notwithstanding the foregoing, UNIVERSITY’s right to terminate this LICENSE AGREEMENT or render it nonexclusive for failure to meet or achieve performance milestones in accordance with Section 5.2 shall apply only with respect to the particular PATENT RIGHTS to which such failure relates, and in such case this LICENSE AGREEMENT and the exclusivity of the license set forth herein will remain in full force and effect with respect to all other PATENT RIGHTS. 7.3 If LICENSEE becomes bankrupt, files a petition for or is the subject of a petition for bankruptcy, or is placed in the hands of a receiver, assignee, or trustee for the benefit of creditors, whether by the voluntary act of LICENSEE or otherwise, then this LICENSE AGREEMENT may be terminated or rendered non-exclusive by UNIVERSITY upon written notice to LICENSEE within thirty (30) days of the occurrence of such events. 7.4 LICENSEE may terminate this LICENSE AGREEMENT at any time on three upon giving written notice of not less than thirty (330) months advance notice days to YissumUNIVERSITY. In addition, LICENSEE may terminate this LICENSE AGREEMENT solely with respect to any particular PATENT RIGHTS upon similar written notice, and upon payment in such case this LICENSE AGREEMENT will remain in full force and effect with respect to all other PATENT RIGHTS. 7.5 Upon termination of this LICENSE AGREEMENT in whole or in part, LICENSEE shall provide UNIVERSITY with a written inventory of all amounts LICENSED PRODUCTS subject to such termination that are in the process of manufacture by or on behalf of LICENSEE, in use by LICENSEE, or under LICENSEE’S exclusive control. LICENSEE shall have the privilege of completing the manufacture and disposing of any such LICENSED PRODUCTS within a period of [***] following such termination [***]. LICENSEE will also have the right to complete performance of all contracts (i) for the marketing, sale, or manufacture of such LICENSED PRODUCTS, (ii) requiring use of UNIVERSITY TECHNOLOGY, any technology claimed in any terminated PATENT RIGHTS, or such LICENSED PRODUCTS within such [***] period. All such LICENSED PRODUCTS which are not disposed of as provided above shall be delivered to UNIVERSITY or otherwise disposed of in a reasonable manner determined by UNIVERSITY in its sole reasonable discretion at LICENSEE’s sole expense. 7.6 Any termination or cancellation under any provision of this LICENSE AGREEMENT shall not relieve LICENSEE of its obligation to pay any royalty or other fees (including attorney’s fees pursuant to Section 3.4 hereof) due to Yissum through or owing at the effective date time of terminationsuch termination or cancellation.

Term and Termination. 10.1 Unless earlier terminateda. The Contract shall be effective on the date set forth on the Purchase Order and will continue until terminated as provided herein. b. Disposer may: (i) terminate this Contract with or without cause, as hereinafter providedupon 60 days prior written notice to Aerojet Rocketdyne; (ii) terminate this Contract a immediately upon notice to Aerojet Rocketdyne if Aerojet Rocketdyne (A) has been adjudicated a bankrupt, (B) has filed a voluntary petition in bankruptcy, (C) has made an assignment for the term benefit of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existscreditors, or if no Patent was issued in (D) has had a country, on the eleventh anniversary receiver appointed for it; and (iii) terminate this Contract immediately upon notice to Aerojet Rocketdyne upon any material failure of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company Aerojet Rocketdyne to perform any of the terms, covenants or provisions of its obligations under this Agreement, Company shall have ninety (90) Contract which failure is not cured within 14 days after the giving receipt by Aerojet Rocketdyne of written notice thereof. c. Aerojet Rocketdyne may: (i) terminate this Contract with or without cause, upon 60 days prior written notice to Disposer; (ii) terminate this Contract immediately upon notice to Aerojet Rocketdyne that Disposer (A) has been adjudicated a bankrupt, (B) has filed a voluntary petition in bankruptcy, (C) has made an assignment for the benefit of such default by Yissum creditors, or (D) has had a receiver appointed for it; and (iii) terminate this Contract immediately upon notice to correct such default, provided, however, that if the breach Aerojet Rocketdyne of any material failure of Disposer to perform any of its obligations under this Contract which failure is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) 14 days after receipt by Disposer of written notice requesting curethereof. d. Notwithstanding the termination of this Contract whether in whole or in part, Yissum (i) the obligations and rights under this Contract shall survive such termination with respect to any Waste Material in the possession of Disposer or any agent, employee or delegate of Disposer, and Disposer shall promptly complete or cause the completion in accordance with this Contract and any Services to be performed with respect to any such Waste Material or, at Aerojet Rocketdyne’s direction and expense, promptly return the Waste Material to Aerojet Rocketdyne or transport the Waste Material to another lawful place of disposal; (ii) such termination shall not prejudice any claim or cause of action accrued or to accrue on account of any breach of this Contract; and (iii) Sections 4, 6 (c) through (e), 7 (d), 9, and 12, of this Contract shall survive any such termination. If Disposer does not promptly return Waste Material to Aerojet Rocketdyne after being requested to do so, then Aerojet Rocketdyne shall have the right, at its optionbut not the obligation, to terminate this Agreementcome onto any premises owned or controlled by Disposer and remove such Waste Material. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the The term of this Agreement shall commence as of the Effective Date and shall stay in effect until the last to expire on a country-by-country basis at such time when no issued Valid Claim existscovering Licensed Products included in the Patent Rights, unless otherwise terminated earlier as provided below in this Article 4 (collectively, the “Term”). a. 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 if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter revoke the License in such country shall expireits entirety (by terminating the Agreement), provided in each case that Company may extend the term prior to taking this action: (1) LIMR shall provide NewLink written notice of the Agreement on a country-by-country perceived breach, describing in detail the basis for additional period LEVIR’s belief that such perceived breach has occurred, describing the preferred method of one year each cure and the proposed action to be taken by continuing to pay the consideration set forth LIMR in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall non-cure; and (2) NewLink shal+l have ninety (90) days after the giving of written notice of to establish that it has met or will, within such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of day period, meet the applicable obligations; if the parties are still in dispute as to whether NewLink has met such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure obligations or cured such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after receipt of notice requesting curefrom LIMR, Yissum 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 rightoption to terminate this Agreement or to convert the License granted to NewLink in Section 2(a) to a non-exclusive license, at 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 benefit of creditors of all or substantially all its optionassets; provided, that, in the 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. 10.3 Yissum ; Notwithstanding anything in Sections 4(a) or (b) or 26 to the contrary, at any time that LIMR or NewLink believes that the other party has defaulted under this Agreement and that such default will irreparably harm such party, in addition to its rights under this Agreement and at law, such party shall have the rightright to seek all applicable equitable remedies. c. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, at its option, LIMR shall have the right to terminate this Agreement in effective on thirty (30) days written notice, unless NewLink shall make all such payments to LIMR within said thirty (30) day period, and provided that the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedingspayments demanded by LIMR are not disputed by NewLink. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination 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 submit the dispute to binding arbitration pursuant to Section 26(b). Any disputed payments submitted to arbitration hereunder shall not be deemed due and payable unless and until determined due by the arbitrator under Section 26(b). d. NewLink shall have the right to terminate this Agreement for at any reason whatsoevertime 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 effective date of the termination. In the event NewLink terminates the Agreement, the License license granted hereunder shall terminate be deemed terminated, and all rights with respect to the Licensed Technology subject matter thereof revert to LIMR and all further obligations of NewLink to LIMR (including Research Resultsexcept for obligations accrued prior to such termination) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the automatically be terminated. e. Upon expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party party from any obligation that matured has accrued prior to the effective date of such termination; . NewLink and Articles 1any Sublicensee thereof may, 5however, 7, 8, 9, 10, 11, 12 and 13 shall survive any after the effective date of such termination. 10.6 No termination , sell all Licensed Products, and complete Licensed Products in the process of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing manufacture at or prior to the time of such terminationtermination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof. 10.7 Company f. Sections 4(e), 4(f), 8(b) (but solely with respect to sales made pursuant to Section 4(e)), 16 (solely for the period specified therein), 14, 15, 21, 22, 23, 24 and 26 shall have the right to terminate survive termination or expiration of this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationAgreement.

Term and Termination. 10.1 Unless 16.1 Subject to earlier terminatedtermination in accordance with this Section, as hereinafter provided, this Agreement shall commence on the term effective date of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued and remain in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after force until the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License the last valid patent claim contained in relation to that Patentthe LICENSED TECHNOLOGY. 10.2 16.2 The Agreement may be terminated immediately by written notice to LICENSEE by BYU at its election in the event of the occurrence of any one of the following circumstances: A. In the event LICENSEE is placed in the hands of a material default receiver or failure by Company makes a general assignment for the benefit of creditors, such that LICENSEE is unable to perform its continuing obligations hereunder; or B. In the event that all or substantially all of the assets of LICENSEE or its successor-in-interest are seized or attached in a final, unappealed or unappealable order in conjunction with any action brought against it by a third party creditor, such that LICENSEE is unable to perform its continuing obligations hereunder. 16.3 This Agreement may be terminated effective upon thirty (30) days written notice from BYU and the failure of LICENSEE to cure any breach or default prior to the expiration of the thirty-day notice period in any of the termsfollowing circumstances: A. In the event LICENSEE becomes insolvent or shall cease to carry on its business in the normal course; or B. In the event there is a transfer or sale of LICENSEE’s business purporting to transfer or assign this Agreement and/or the LICENSED TECHNOLOGY without the prior express written consent of BYU. 16.4 In the case of breach or default arising from LICENSEE’s failure to pay BYU royalties or other costs or expenses pursuant to the Agreement when due and payable, covenants or provisions failure to complete the performance requirements of Section 5 of this Agreement, Company or from any other material breach or default of this Agreement, BYU shall have ninety the right to terminate this Agreement upon thirty (9030) days after the giving of written notice to LICENSEE. Termination shall become effective upon the failure of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions LICENSEE to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured or default within ninety (90) days after such notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementperiod. 10.3 Yissum shall have the right, at its option, to 16.5 LICENSEE may terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of at any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetstime by providing sixty (60) days written notice to BYU. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 16.6 Upon termination of this Agreement for any reason, nothing herein the parties shall not be construed to release either Party released from any obligation that has matured prior to the effective date of the termination. LICENSEE may, however, after the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination sell all LICENSED PRODUCTS in its inventory or in process as of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination, provided that LICENSEE shall pay to BYU the royalties and other consideration due on such products as required by this Agreement and shall submit the reports as required. 10.7 Company 16.7 Upon the termination of this Agreement, any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be offered by BYU the option of receiving a license directly from BYU on substantially the same terms and conditions as those provided herein. 16.8 Upon the termination of this Agreement, LICENSEE shall immediately cease using the INTELLECTUAL PROPERTY and return to BYU all documents and information as may have been provided by BYU pursuant to this Agreement, which contain information which is confidential or proprietary to BYU. 16.9 Nothing herein shall be construed to limit BYU’s legal or equitable remedies in the right to terminate event of a default by LICENSEE and/or subsequent termination of this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationby BYU.

Term and Termination. 10.1 11.1 Unless terminated earlier terminated, as hereinafter provided, in accordance with the term provisions of this Clause 11 or Clause 15, this License Agreement shall expire continue in force, on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in and a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a countryProduct-by-country basis for additional period Product basis, until the later of one year each by continuing to pay (i) expiry of the consideration 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 section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentClause 4.6. 10.2 In 11.2 Kolltan may terminate this License Agreement in its entirety or on a Product-by Product basis by giving sixty (60) 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 event other upon the occurrence of a material default or failure by Company to perform any of the terms, covenants or provisions following events: 11.3.1 if the other commits a material breach of this AgreementLicense Agreement which in the 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, Company shall have ninety (90) days after of the giving receipt by the other of written a notice of such default by Yissum to correct such default, provided, however, that if identifying the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at requiring its option, to terminate this Agreementremedy. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against 11.3.2 if the other Party accruing at or prior to experiences an Insolvency Event. In the time case of such termination. 10.7 Company shall have the Kolltan experiencing an Insolvency Event, Lonza’s right to terminate this Agreement 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 on three during the Term, Kolltan knowingly and directly opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Lonza Patent Rights or knowingly and directly disputes or assists any Third Party to dispute the validity of any patent or patent application within any of the Lonza Patent Rights or any of the claims thereof (3other than in defense to any claim of infringement of any of the Lonza Patent Rights brought by Lonza) months advance and Lonza 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 YissumKolltan. 11.5 If this License Agreement is terminated under Section 11.2, 11.3 or 11.4, any and all licenses granted hereunder (or in the 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 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 Clause 5, sell or otherwise dispose of (x) Products already in the commercial stream and (y) Products manufactured pursuant to (i) above. 11.6 If this License Agreement is terminated by 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 upon payment 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 amounts due 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 bankruptcy proceeding by or against Lonza under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, Kolltan shall be entitled to Yissum through the effective date retain any such intellectual property and all embodiments of terminationsuch intellectual property.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the (a) The term of the license granted in this Agreement on a country-by-country basis for additional period (“Term”) shall continue in perpetuity unless termination occurs pursuant to the provisions of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentthis Section 5. 10.2 In (b) The parties may terminate this Agreement by mutual agreement at any time. (c) Licensor also may terminate this Agreement at any time upon ninety (90) days’ written notice to Licensee. (d) Licensor may terminate this Agreement upon fifteen (15) days’ written notice to Licensee if Licensor deems it necessary in order to settle any claim of infringement, unfair competition or similar claim, against Licensor and/or Licensee, that arises out of or relates to the event use of a material default or failure by Company to perform the Marks. (e) Licensor may terminate this Agreement if Licensee materially breaches any of the terms, covenants or provisions of this Agreement, Company provided that Licensee shall have ninety thirty (9030) days after the giving of receiving written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured from Licensor within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions which to cure such breach as promptly as practicablebreach. In any event, if a curable breach If Licensee has not been cured within ninety (90) days after notice requesting cureaccomplished such cure to the satisfaction of Licensor, Yissum shall have the rightin Licensor's reasonable discretion, at its optionthe end of said thirty (30) day period, then Licensor may terminate the Agreement effective immediately upon further written notice to Licensee. (f) Licensor may immediately terminate this AgreementAgreement in the event of the voluntary or involuntary insolvency, bankruptcy or liquidation of assets of Licensee, without need for notice of termination. 10.3 Yissum shall have the right, at its option, to (g) Licensor may immediately terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up the Advisory Agreement expires or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsis terminated. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Resultsh) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for Agreement, Licensee shall within ten (10) business days (i) discontinue all use of the Marks, (ii) destroy all preprinted materials bearing the Marks within the possession or control of Licensee and (iii) change its corporate name to a name that does not consist of or incorporate the Marks or any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationmarks confusingly similar thereto. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, (a) At any time during the term of this Agreement shall expire on Agreement, Licensee may, upon termination by the vote of a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary majority of the First Commercial Sale in Licensee’s board of trustees, give Mergent one hundred twenty (120) days’ prior written notice of such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3termination. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 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 material default or failure by Company to perform breach of any of the terms, covenants material terms or provisions conditions of this AgreementAgreement by Licensee, Company shall have ninety Mergent may terminate this Agreement by giving one hundred twenty (90120) days after the giving of prior written notice of such default by Yissum its intent to correct such defaultterminate. Such notice shall identify with particularity the breach, provided, however, that if 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 is not capable within the notice period. In the event of being cured within ninety (90) days of such written noticetermination pursuant to this subsection, the Agreement may not License Fee shall be terminated so long as Company commences and is taking commercially reasonable actions computed pursuant to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety Subsection 4(g). (90d) days after notice requesting cure, Yissum Mergent shall have the right, at in its optionsole discretion, to terminate this Agreement. 10.3 Yissum shall have cease compilation and publication of the rightMDA and, at its optionin such event, to terminate this Agreement in if Mergent does not offer a replacement or substitute MDA. In the event that Company Mergent intends to discontinue the MDA, Mergent shall become involved 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 insolvencywriting of its intent to use the replacement or substitute MDA, bankruptcyif any, liquidationunder the terms of this Agreement. In the event of termination pursuant to this subsection, winding-up the License Fee shall be computed pursuant to Subsection 4(g). (e) Mergent may terminate this Agreement upon one hundred twenty (120) days’ (or receivership proceedings. Company shall immediately notify Yissum upon commencement such lesser period of time if required pursuant to a court order) prior written notice to Licensee if (i) Mergent is informed of the final adoption of any bankruptcylegislation 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, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsLicense Fee shall be computed pursuant to Subsection 4(g). 10.4 (f) In the event of termination of this Agreement pursuant to Subsection 4(a), Licensee shall pay the License Fee for any reason whatsoeverthe 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 and thereafter shall be each succeeding one-year period from and including the anniversary of the Effective Date on which the respective period begins to and excluding the anniversary of the Effective Date on which the respective period ends. (g) In the event of termination of this Agreement, pursuant to Subsections 4(b), (c), (d) or (e), the License Fee shall terminate and all rights be payable from the beginning of the then current Fee Term to the Licensed Technology (including Research Results) date of such termination. Any amount of excess License Fees paid by Licensee for the current Fee Term shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesbe refunded by Mergent. 10.5 (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 reason, nothing herein shall be construed to release either Party from previously printed and approved materials which contain the MDA and in connection with any obligation that matured prior communications with shareholders or regulatory filings required by rules and regulations applicable to the effective date Product which would include the MDA for a period of up to two hundred forty (240) days following such termination so long as Licensee pays Mergent a Licensee Fee due to Mergent for the period (up to two-hundred forty (240) days) immediately preceding such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 provided that Licensee shall survive not pay a duplicative License Fee pursuant to this Subsection 4(g) for any such terminationperiod in which it is otherwise obligated to pay a License Fee pursuant to Subsection 4(f). 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, This ▇▇▇▇ and the license granted hereunder shall remain in effect for the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after on Exhibit A or until earlier terminated as set forth herein (the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent“Term”). 10.2 In the event of a material default or failure Licensee may terminate this ▇▇▇▇ by Company ceasing to perform any use and destroying all copies of the termsSoftware and Documentation. 10.3 Licensor may terminate this ▇▇▇▇, covenants effective upon written notice to Licensee, if Licensee, materially breaches this ▇▇▇▇ and such breach: (i) is incapable of cure; or provisions (ii) being capable of this Agreementcure, Company shall have ninety remains uncured thirty (9030) days after Licensor provides written notice thereof. 10.4 Licensor may terminate this ▇▇▇▇, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the giving benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. 10.5 Licensor may terminate this ▇▇▇▇ for any reason or no reason, effective 90 days after Licensee receives written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementsaid termination. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up 10.6 Upon expiration or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of earlier termination of this Agreement for any reason whatsoever▇▇▇▇, the License license granted hereunder shall terminate also terminate, and Licensee shall cease using and destroy all rights to copies of the Licensed Technology (including Research Results) shall revert to Yissum Software and Company may make no further use thereofDocumentation. Notwithstanding the aforesaid, the No expiration or termination of this Agreement shall not release Company from its affect Licensee’s obligation to carry out any financial or pay all Licensee Fees and other obligation which it was liable to perform prior to the Agreement’s fees that may have become due before such expiration or termination, including the payment of Royalties and Sub-License Revenuesor entitle Licensee to any refund, in each case except as otherwise provided herein. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 6.1 The term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, will commence on the eleventh anniversary Effective Date and shall continue and remain in full force and effect thereafter, unless sooner terminated in accordance with the terms of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentthis Agreement. 10.2 6.2 In the event of a that IMCH defaults in respect to or breaches any material default or failure by Company to perform any of the terms, covenants or provisions provision of this Agreement, Company shall have ninety 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 (9030) days after the giving of written notice of such default by Yissum to correct such default, 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 is or default by IMCH or as result of a notice of termination, IMCH shall not capable be relieved of being cured within ninety (90) days 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 noticestatement 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 Agreement may not be terminated so long inventory of Licensed Products that it and sub-licensees have on hand as Company commences and is taking commercially reasonable actions to cure of the date of such breach as promptly as practicabletermination. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum IMCH shall then have the right, at its optionfor a period of six (6) months after said termination, to terminate this Agreementsell such inventory subject to the royalty payment obligations in Section 3. 10.3 Yissum 6.5 This Agreement and all Licenses and covenants herein shall automatically terminate in the event that IMCH becomes insolvent or files for bankruptcy. Further ZHM shall have the right, at its option, right to terminate this Agreement in the event that Company shall become involved in insolvencyIMCH winds up, bankruptcydissolves, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsotherwise ceases doing business. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated(a) This Agreement shall be effective as from the Effective Date. It shall remain in force for the duration of the Term as from the Effective Date until the expiry of the Term. (b) At the execution, as hereinafter providedLicensor may, the in its own discretion, offer to Licensee to enter into this Agreement for a free trial term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existsthirty (30) days from the Effective Date (the Trial Term), or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each which case that Company Licensee as well as Licensor may extend the term of terminate the Agreement on a country-by-country basis for additional period of one year each by continuing to pay at any time during the consideration Trial Term with immediate effect and the Agreement will, unless terminated in accord- ance with the foregoing in this Article 10(b), be continued as set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentArticle 10(a). 10.2 In (c) The Agreement may be terminated at any time with immediate effect by giving written no- ▇▇▇▇ to the event of a other Party (i) by either Party if the other Party is in material default or failure by Company to perform any breach of the termsAgree- ment and such breach, covenants or provisions of this Agreementif curable, Company shall have ninety remains uncured for more than fifteen (9015) 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 written notice 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 such default by Yissum to correct such default, this Agreement; provided, however, that if Licensor terminates the breach is Agreement based on Article 10(c), the license grant shall terminate with immediate effect and Licensee shall cease all use of Licensed 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, the Parties agree that a termination of Maintenance and Support and/or any Additional Services by Licensor based on Article 10(d) shall not capable of being cured within ninety (90) days affect the license grant set forth in Article 3 and that in case of such written noticetermination by Licensor, Licensee shall remain entitled to use the Agreement may not be terminated so long Licensed Materials as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate set forth in this 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 based on Article 10(d). 10.3 Yissum (f) Except as otherwise expressly provided in this Agreement, Articles 1 (Definitions), 3 (Scope of the License), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No Warranty, Exclusion and Limitation of Liability), 10(e) and (f) (Effects of Termination), 12 (General Provisions) and 13 (Governing Law and Place of Jurisdiction) shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up survive termination or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination expiry of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofAgreement. Notwithstanding the aforesaid, the expiration The termination or termination expiry of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to affect the Agreement’s expiration or termination, including obligations of the payment of Royalties and Sub-License RevenuesParties accrued during the Term. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, 12.1 This Agreement is effective beginning with the term of this Agreement Effective Date and shall expire extend on a country-by-country basis at such time when no Valid Claim exists, until the later of a) the date of the expiration of the last to expire of the Patent Rights in the country of sale or if no Patent was issued in a country, on the eleventh country of manufacture or b) the tenth anniversary of the First Commercial Sale in such countrythe country of sale, thereafter the License in such country shall expire, unless sooner terminated as provided in each case that Company may extend the term this Article 12. 12.2 Upon termination of the this Agreement, Genable’s rights under Article 3 of this Agreement on shall cease, effective immediately. On a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registeredbasis, after this Agreement has expired pursuant to Paragraph 12.1, if this Agreement shall not have earlier terminated, Genable’s license in such country of the expiration of Patent, Company Territory shall have remain in force on a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the termsup, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such defaultnon-royalty-bearing basis, provided, however, that Genable may still have obligations to Spark in countries in which this Agreement has not expired. 12.3 In the event that Genable is in material default in the payment of any money to Spark under this Agreement, and if the breach default has not been remedied within [**] days after the date of notice in writing of such default, Spark may terminate this Agreement by written notice, provided that, if Genable in good faith disputes any such amount, provides notice of such dispute to Spark, institutes dispute resolution pursuant to Article 13 and pays all undisputed amounts prior to the end of such [**] day period, this Agreement shall not terminate if Genable pays all amounts finally determined to be payable in such dispute resolution within [**] days after such final determination. In the event that Genable is in material default in the performance of any other obligations under this Agreement, and if the default has not capable been remedied within [**] days after the date of being cured within notice in writing of such default, Spark may terminate this Agreement by written notice. Spark shall also have the unilateral right and option to terminate this Agreement under Paragraph 6.4 upon [**] days prior notice to Genable. 12.4 In the event that Genable becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, Genable shall immediately notify Spark in writing and Spark shall thereupon have the right to terminate this Agreement upon thirty (30) days’ notice to Genable. 12.5 Genable shall have a unilateral right to terminate this Agreement and/or any licenses in any country without cause by giving Spark ninety (90) days of such prior written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions notice to cure such breach as promptly as practicablethat effect. In any eventthe event that Spark becomes insolvent, if files a curable breach petition in bankruptcy, has not been cured within ninety (90) days after such a petition filed against it, determines to file a petition in bankruptcy, or receives notice requesting cureof a third party’s intention to file an involuntary petition in bankruptcy, Yissum Spark shall immediately notify Genable in writing and Genable shall thereupon have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsthirty (30) days’ notice to Spark. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 12.6 Upon termination of this Agreement for any reason, nothing herein Genable, its Affiliates, licensees and sublicensees shall cease all development, use, distribution, and sale of Licensed Products, provided however, that Genable and its Affiliates, licensees and sublicensees shall be construed permitted for a period not exceeding [**] months to release either Party exhaust their stocks of the Licensed Products, provided that this Agreement has not been terminated by Spark due to a breach of this Agreement by Genable or an Affiliate, licensee or sublicensee or under Paragraph 6.3 of this Agreement, and any such post-termination sales by Genable, its Affiliates, licensees and sublicensees shall be subject to a surviving royalty obligation under Paragraph 5.4. 12.7 Within [**] days of the final sale of Licensed Product under this Article 12, a final report shall be submitted by Genable together with any royalty payments or other amounts due to Spark. 12.8 Termination of this Agreement will not relieve any party from any obligation that matured has accrued prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination 12.9 The following provisions of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such survive termination: Section 4.5, Article 7, Sections 8.3 - 8.6, Sections 10.10 - 10.14, Article 11, Sections 12.2,12.6 - 12.9, 14.5, 14.9 and 14.13. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated11.1 If LICENSEE ceases to carry on its business (or that part of its business pertaining to LICENSED PRODUCTS and LICENSED PROCESSES), as hereinafter provided, the term of then this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each terminate upon written notice by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentLSU. 10.2 In the event of a material default or failure by Company 11.2 If LICENSEE fails to perform make any of the termspayment due to LSU, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum LSU shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement effective on [*] days’ written notice, unless LICENSEE makes all such payments within the [*] day period. If LICENSEE has not made all such payments to LSU by the time the [*] day period expires, LSU may terminate this Agreement upon written notice to LICENSEE. 11.3 Upon any material breach or default of this Agreement by LICENSEE, other than those occurrences listed in Paragraphs 5.5, 11.1, and 11.2 (the event that Company terms of which shall take precedence over this Paragraph 11.3, where applicable), LSU shall have the right to terminate this Agreement effective on [*] days’ written notice to LICENSEE. Such termination shall become involved in insolvencyautomatically effective upon expiration of the [*] day period unless LICENSEE cures the material breach or default before the [*] day period expires, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement takes steps reasonably acceptable to LSU to cure any breach that cannot by its nature be cured within such period of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetstime. 10.4 11.4 In the event LICENSEE brings a civil action seeking, through ordinary, declaratory or any other form of termination of relief, to invalidate any patent licensed under this Agreement, LSU may immediately terminate this Agreement for any reason whatsoever, the License shall terminate and all rights upon written notice to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesLICENSEE. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 11.5 LICENSEE has `the right to terminate this Agreement at any time on three (3) months advance [*] days’ written notice to YissumLSU, and upon payment of with or without cause. In such a case, LICENSEE shall: (a) pay all amounts due to Yissum LSU 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 LSU in connection with this Agreement; or, with prior written approval by LSU, destroy such materials, and certify in writing that such materials have all been returned or destroyed ; (d) suspend its use of the LICENSED PROCESS(ES) AND LICENSED PRODUCT(S); (e) provide LSU with a copy of any regulatory data or information filed with any U.S. or foreign government agency with respect to LICENSED PRODUCTS and LICENSED PROCESSES. 11.6 Upon any termination of this Agreement, and except as expressly provided herein to the contrary, all rights and obligations of the 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 day of termination, and to make a final report under Paragraph 4.2; (2) LSU’s rights to inspect books and records as described in Article 4, and LICENSEE’s obligations to keep such records for the required time; (3) Obligations to hold harmless, defend and indemnify LSU and its board members, officers, employees and agents, and to maintain insurance, and all other obligations under Article 10; (4) Any cause of action or claim of LICENSEE or LSU accrued or to accrue because of any breach or default by the other party hereunder; (5) The provisions of Articles 1, 9, 13 and 14; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both parties.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 6.1 The term of this Agreement LICENSE AGREEMENT shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, commence on the eleventh anniversary EFFECTIVE DATE and continue in full force and effect until expiration, revocation or invalidation of the First Commercial Sale in such countrylast patent within the PATENT RIGHTS licensed to LICENSEE, thereafter unless terminated earlier pursuant to this Article VI. Notwithstanding the License in such country shall expireabove, provided in each case that Company may extend upon the term expiration, but not an earlier termination of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registeredthis LICENSE AGREEMENT, after the expiration of Patent, Company LICENSEE shall have a perpetual, worldwide, royaltynon-freeexclusive, fully paid-up right and sublicenseable License in relation license under the LICENSED SUBJECT MATTER to that Patentuse and exploit the TECHNOLOGY RIGHTS. 10.2 In the event of a material default or failure by Company 6.2 This LICENSE AGREEMENT will terminate: (a) Upon BOARD's written notice to perform any of the terms, covenants or provisions of this Agreement, Company shall have LICENSEE after ninety (90) days after the giving of written notice of to LICENSEE if LICENSEE breaches or defaults on any material obligation under this LICENSE AGREEMENT; provided that such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days day notice specifies the nature of the breach; and provided further that LICENSEE may avoid such termination if before the end of such written noticeninety (90) day period LICENSEE notifies BOARD in writing that such breach or default has been cured and states the manner of such cure. However, if LICENSEE disputes such breach in writing within such ninety (90) day period, BOARD shall not have the Agreement may not be terminated so long as Company commences right to terminate this LICENSE AGREEMENT unless and until a court of competent jurisdiction has determined that this LICENSEE AGREEMENT was materially breached and such determination is taking commercially reasonable actions final, and LICENSEE fails to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedingssuch determination. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination For purposes of this Agreement for any reason whatsoeverParagraph 6.2(a), the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination a determination by a court of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein competent jurisdiction shall be construed deemed final if such determination either is not appealed, or is appealed to release either Party from and upheld or otherwise confirmed by a court of appeals to which an appeal for review of such determination may be made directly; or (b) In its entirety or as to any obligation that matured particular patent application or patent within the PATENT RIGHTS, upon LICENSEE's sixty (60) days prior written notice to BOARD. From and after the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate under this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.Paragraph 6.2

Term and Termination. 10.1 Unless (a) The term of this Lease shall commence on the Term Commencement Date and, unless terminated earlier terminatedin accordance with the provisions hereof, as hereinafter shall continue until the date that is thirty (30) years to the date following the In-Service Date (the "Initial Term"); provided, however, that unless either Lessor or Lessee provides written notice to the other Party on or before the date that is six (6) months 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 term of this Agreement Lease shall expire on a country-by-country basis automatically be extended beyond the initial term for successive periods of three years each (each, an "Extension Term") unless, not less than six months prior to the 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 time when no Valid Claim existsExtension Term. The Initial Term, as the same may be extended in accordance with this Section 2.5(a) or if no Patent was issued earlier terminated in a country, on accordance with the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this AgreementLease, Company shall is referred to herein as the "Term." [***] Confidential portions of this document have ninety been redacted and filed separately with the Commission. (90b) days after the giving of written notice of such default Provided that no Default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences Lessee has occurred and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, continuing at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company Termination Notice is delivered, Lessee shall have the right to terminate this Agreement Lease at any time on three after January 1, 2009, upon the delivery to Lessor of written notice (3a "Termination Notice") of Lessor's intent to terminate this Lease. The Termination Notice shall be delivered not less than six (6) months advance prior to the 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 following conditions has been satisfied (which conditions are for the 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 satisfactory to Lessor in its sole and absolute discretion to the extent that 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 issuance of such Permits shall have expired without any such challenge or appeal having been commenced (or, if commenced, such challenges or appeals having been finally determined or otherwise resolved on 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 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 Lessor to perform its obligations hereunder. In the event 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. (d) In addition to any other rights that it may have to terminate this Lease, Lessor shall have the right, upon written notice to YissumLessee, to terminate this Lease in the event that CE Construction fails to: (i) cause Construction Commencement to occur on or before the date that is thirty (30) days following the Term Commencement Date; or (ii) cause the In-Service Date to 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 Lessee and (2) December 31, 2007 (the "In-Service Deadline"). (e) In addition to any other rights that it may have to terminate this Lease, Lessee shall have the right, prior to the occurrence of the Term Commencement Date and upon payment not less than thirty (30) days' written notice to Lessor, to terminate this Lease and the Guaranty in the event that: (i) CE Construction or Lessee shall have been unable to obtain all of all amounts due the Permits listed on Exhibit "H" upon terms and conditions reasonably satisfactory to Yissum through Lessee; (ii) Lessor shall have failed to approve the effective date Plant Layout Plans and the Interconnection Plans in accordance with Section 8.1 hereof; or (iii) a Proceeding shall have been commenced that challenges, or that may have the effect of terminationpreventing, 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 those obligations which, by their express terms, survive the termination of this Lease. [***] Confidential portions of this document have been redacted and filed separately with the Commission.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the The term of this Agreement shall commence as of the Effective Date and shall stay in effect until the last to expire on a country-by-country basis at such time when no issued Valid Claim existscovering Licensed Products included in the Patent Rights, unless otherwise terminated earlier as provided below in this Article 4 (collectively, the “Term”). a. If LIMR believes in good faith that NewLink has materially breached its obligations under Section 9(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 if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter revoke the License in such country shall expireits entirety (by terminating the Agreement), provided in each case that Company may extend the term prior to taking this action: (1) LIMR shall provide NewLink written notice of the Agreement on a country-by-country perceived breach, describing in detail the basis for additional period LIMR’s belief that such perceived breach has occurred, describing the preferred method of one year each cure and the proposed action to be taken by continuing to pay the consideration set forth LIMR in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company non-cure; and (2) NewLink shall have ninety (90) days after the giving of written notice of to establish that it has met or will, within such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of day period, meet the applicable obligations; if the parties are still in dispute as to whether NewLink has met such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure obligations or cured such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after receipt of notice requesting curefrom LIMR, Yissum the dispute will be submitted to binding arbitration in accordance with Section 23(b) of this Agreement, and if such arbitration determines that NewLink materially breached its obligations under Section 9(a) and did not cure such breach, then LIMR shall have the rightoption to terminate this Agreement or to convert the License granted to NewLink in Section 2(a) to a non-exclusive license, at 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 benefit of creditors of all or substantially all its optionassets; provided, that, in the case of subclauses (b)(2), (3) or (4) above, such aforementioned circumstance is not remedied, dismissed or stayed within the earlier of sixty (60) days of (x) occurrence of (b)(2), (3) or (4) or (y) LIMR’s notice of its intent to terminate this Agreement. 10.3 Yissum ; Notwithstanding anything in Sections 4(a) or (b) or 23 to the contrary, at any time that LIMR or NewLink believes that the other party has defaulted under this Agreement and that such default will irreparably harm such party, in addition to its rights under this Agreement and at law, such party shall have the rightright to seek all applicable equitable remedies. c. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, at its option, LIMR shall have the right to terminate this Agreement in effective on ninety (90) days written notice, unless NewLink shall make all such payments to LIMR within said ninety (90) day period, and provided that the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedingspayments demanded by LIMR are not disputed by NewLink. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination 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 four (4) months either party may submit the dispute to binding arbitration pursuant to Section 23(b). Any disputed payments submitted to arbitration hereunder be paid into escrow the arbitrator or other independent escrow agent acceptable to both parties in their reasonable discretion unless and until determined due by the arbitrator under Section 23(b), provided, however that if the arbitrator determines that amounts are payable by NewLink to LIMR, then such outstanding amounts will bear interest back to the date that they originally accrued at the default rate of Prime plus 4%. Prime shall be the prime rate published by the Wall Street Journal or if the Wall Street Journal publishes more than one prime rate, then the average of the prime rates published by the Wall Street Journal, and if the Wall Street Journal does not publish a prime rate, then the prime rate of the largest bank in Philadelphia, Pennsylvania. d. NewLink shall have the right to terminate this Agreement for at any reason whatsoevertime on ninety (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 effective date of the termination. In the event NewLink terminates the Agreement, the License license granted hereunder shall terminate be deemed terminated, and all rights with respect to the Licensed Technology subject matter thereof revert to LIMR and all further obligations of NewLink to LIMR (including Research Resultsexcept for obligations accrued prior to such termination) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the automatically be terminated. e. Upon expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party party from any obligation that matured has accrued prior to the effective date of such termination; . NewLink and Articles 1any Sublicensee thereof may, 5however, 7, 8, 9, 10, 11, 12 and 13 shall survive any after the effective date of such termination. 10.6 No termination , sell all then existing Licensed Products, and complete Licensed Products in the process of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing manufacture at or prior to the time of such terminationtermination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 11 hereof. 10.7 Company f. Sections 4(e), 4(f), 7(b) (but solely with respect to sales made pursuant to Section 4(e)), 11, 12, 13 (solely for the period specified therein), 14, 18, 19, 20, 21 and 23 shall have the right to terminate survive termination or expiration of this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationAgreement.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term 11.1 The Term of this Agreement is defined in Section 1.15 and is subject to earlier termination as provided herein. 11.2 Licensee may terminate this Agreement without cause by giving notice thereof to WU. Licensee shall expire pay to WU all amounts due and owing to WU under this Agreement on a country-by-country basis at the date of termination. Any such time when no Valid Claim existstermination shall be effective on the date such notice is given. 11.3 WU may terminate this Agreement by giving notice thereof to Licensee upon the occurrence of any one or more of the following events (in which event this Agreement shall terminate on the date such notice is given): (a) Licensee exercises, or if no Patent was attempts or offers to exercise, any rights with respect to the Tangible Research Property outside the scope of the licenses granted to Licensee in Article 2 above, (b) Licensee breaches any provision of Article 5 above, and/or (c) Licensee (i) becomes insolvent, bankrupt, or is otherwise unable to pay its debt(s) to WU by the due date(s), or (ii) Licensee suffers the appointment of a receiver, receiver and manager, or administrative receiver of the whole or any part of its assets or undertaking, or (iii) an order is made or a notice issued convening a meeting of shareholders to consider the passing of a resolution, or (iv) a resolution is passed, for its winding up (other than for the purpose of amalgamation or reconstruction), or (v) it enters into any arrangement with its creditors or suffers any distress or execution to be levied on its goods. 11.4 WU may terminate this Agreement by giving notice thereof to Licensee in the event Licensee commits a country, breach of any provision of this Agreement (other than a breach of the type contemplated by Section 11.3 above) and fails to cure such breach within [***] after the day that WU gives Licensee notice of such breach. Such termination shall be effective on the eleventh anniversary date such notice of termination is given. Licensee may terminate this Agreement by giving notice thereof to WU in the First Commercial Sale in event WU commits a breach of any provision of this Agreement and fails to cure such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, breach within [***] after the expiration day that Licensee gives notice to WU of Patentsuch breach, Company and such termination shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentbe effective on the date such notice of termination is given. 10.2 In 11.5 On the event date of a material default or failure by Company to perform any of the terms, covenants or provisions early termination of this Agreement, Company all license rights granted to Licensee under Article 2 above shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicableterminate. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of Upon early termination of this Agreement, Licensee agrees to, promptly deliver to WU all originals, copies, reproductions and summaries of all Tangible Research Property and Confidential Information, in each instance in the format in which it exists at the time of early termination of this Agreement, or in another mutually agreed format. Within [***] after such early termination, Licensee agrees to deliver a written report to WU of all Licensed Products in inventory. If this Agreement for any reason whatsoeverterminates early before the expiration of the Term, then, upon the License shall terminate termination of this Agreement, Licensee agrees (a) to immediately discontinue the exportation of Licensed Products, (b) to immediately discontinue the manufacture, Sale and all rights to distribution of the Licensed Technology Products in the Territory, (including Research Resultsc) shall revert to Yissum immediately destroy all Licensed Products in inventory, and Company may make no further use thereof. Notwithstanding (d) not to manufacture, sell and/or distribute Licensed Products. 11.6 For the aforesaidavoidance of doubt, the expiration or earlier termination of this Agreement shall not release Company from relieve Licensee of its obligation to carry out account for and make payment to WU of any financial or other obligation which it was liable to perform prior to amount due hereunder including, without limitation, any royalties accrued during the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination Term of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationAgreement. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless This Agreement shall commence on the Effective Date and shall continue in full force and effect in each country of the world for an indefinite period of time unless terminated earlier terminated, as hereinafter provided, in accordance with the term provisions of this Clause 10 or Clause 13. 10.2 Licensee may terminate this Agreement by giving [***] days’ notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other upon the occurrence of any of the following events: 10.3.1 if the other commits a material breach of this Agreement which is irremediable or (in the case of a breach capable of remedy) shall expire on not have been remedied within [***] of the receipt by the other of a country-by-country basis at notice identifying the breach and requiring its remedy; or 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such time when no Valid Claim existsmanner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or administrator appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. 10.4 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Lonza may terminate this Agreement immediately by giving written notice to Licensee if no Patent was issued in a country, on the eleventh anniversary Licensee contests the secret or substantial nature of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a countryLicensed Know-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentHow. 10.2 In 10.5 If this Agreement expires or is terminated for any reason any and all licences and sublicences granted hereunder shall terminate with effect from the event date of a material default termination and Licensee shall destroy (or failure otherwise procure the destruction of) all System Materials, Transfected Cell Lines and Product and all Confidential Information which is provided by Company Lonza (including all Know-How, all System Know-How and all CDACF System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, Lonza; provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences Licensee and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum Sublicensees shall have the rightright to sell or otherwise dispose of all Product then on hand, at its option, subject to terminate the payment of royalties and the other terms of this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up 10.6 Termination for whatever reason or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination expiration of this Agreement for shall not affect the accrued rights of the Parties arising in any reason whatsoever, way out of this Agreement as at the License shall terminate date of termination. The right to recover damages against the other and all rights provisions which are expressed to survive this Agreement shall remain in full force and effect. 10.7 The terms of Clauses 3, 4.5 to 4.9 (subject always to the Licensed Technology (including Research Results) consequences of termination in Clause 10.5), 5, 6, 7, 8, 10, 11 and 12 shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the survive expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesfor whatever reason. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated(A) This Agreement shall commence as of the Effective Date and shall continue in full force and effect for the period set forth in Schedule A, and shall be renewable at the Parties’ mutual agreement as hereinafter providedset forth in Schedule A. (B) In the event that Licensee fails to maintain its good corporate standing Licensor, at its sole discretion, but subject to Licensee’s ability to cure, may immediately terminate this Agreement upon forty-five (45) days’ written notice. (C) In the term event that Licensee seeks bankruptcy, either voluntarily or involuntarily, Licensor may, at its sole discretion, terminate this Agreement. Upon filing for, or being subjected to bankruptcy, Licensee shall name Licensor as a creditor for all royalties which are due, or may become due, under the terms of this Agreement. (D) In the event that Licensee fails to perform any material provision of this Agreement shall expire on a country-by-country basis at and fails to cure any such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety upon thirty (9030) days after the giving of days’ written notice of such default by Yissum to correct such defaultfrom Licensor, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the rightLicensor, at its option, to sole discretion may immediately terminate this Agreement. 10.3 Yissum shall have (E) In the rightevent that Licensor: (i) fails to perform any material provision of this Agreement and fails to cure any such failure upon thirty (30) days’ written notice from Licensee; (ii) loses its rights to the Works; or (iii) suffers a bankruptcy event or ceases to do business in the ordinary course, Licensee, at its optionsole discretion, to may immediately terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsAgreement. 10.4 In (F) Upon termination or expiration of the event of termination of license granted under this Agreement for any reason whatsoeverby operation of law or otherwise, the License shall terminate and all rights to the Licensed Technology (including Research Resultsthe right to use the Works) shall revert to Yissum privileges and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of obligations arising from this Agreement shall not release Company from its cease to exist, except for Licensee’s obligation to carry out any financial or other obligation which it was liable pay royalties to perform prior Licensor pursuant to the Agreementterms herein, and Licensor’s expiration or termination, including obligation to fully indemnify Licensee relative to its uses of the payment of Royalties and Sub-License RevenuesWorks as set forth herein. 10.5 (G) Upon termination of this Agreement for any reasonAgreement, nothing herein shall be construed Licensor agrees to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on allow Licensee three (3) months advance notice to Yissumcease all use of the Works, including a reasonable time to change labels, packaging and advertising, and to deplete existing inventories of Products bearing the Works. Licensee agrees to discontinue use of the Works, upon payment termination of all amounts due to Yissum through this Agreement, as quickly as practicable, and in no event longer than the effective date of terminationtime specified herein.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter providedSubject to your payment of all Fees, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, starts on the eleventh anniversary of date indicated in the First Commercial Sale Invoice and shall continue in effect for a one-year period or such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional other period of one year each by continuing to pay the consideration expressly set forth in section 3the Invoice (“Initial Term”). In countires where Subject to your payment of the renewal and other Fees, this Agreement shall renew automatically for successive one-year terms or such other period as expressly set forth in the Invoice (each a Patent was registered“Renewal Term”). This Agreement shall terminate upon (a) your failure to timely pay any renewal or other Fees, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License as specifically set forth in relation to that Patent. 10.2 In the event any Invoice; (b) your delivery of a material default or failure by Company written notice of termination to perform SAGE 14 days prior to the commencement of each Renewal Term, provided that you are not in breach of any of the terms, covenants or provisions terms of this Agreement, Company shall have ninety ; or (90c) days after the giving your breach of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the this Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions failure to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) 30 days after written notice requesting curethereof by SAGE, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event provided that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and SAGE hereby reserves all rights and remedies available to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofit as a result of such breach. Notwithstanding the aforesaid, the Upon expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein you acknowledge and agree that you shall not be construed entitled to release either Party from a refund or offset of any amounts owed or paid to SAGE. Unless otherwise provided herein, remedies are cumulative and there is no obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No exercise a particular remedy. Expiration or termination of this Agreement shall constitute a termination not prejudice, limit, or a waiver of restrict any other rights of or remedies either Party against party may have arising prior to such expiration or termination. To the other Party accruing at or maximum extent permitted by law, SAGE has no obligation to refund any amounts paid by you. This Agreement may be amended by SAGE by providing you with forty five (45) days written notice prior to the time end of such terminationthe Initial Term or each Renewal Term. 7. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 9.1. Unless earlier terminated, sooner terminated as hereinafter provided, and subject to the provisions of Section 9.8 below, this Sublicense Agreement shall have a term co-extensive with the term of the Sublicensed Patent. 9.2. LICENSOR may terminate this went for cause if (i) LICENSEE shall fail at any time to make any report, pay any royalties that are due and payable hereunder, permit or cooperate with a requested audit, or otherwise fail to comply with its obligations hereunder, unless such failure is cured (and any applicable interest is paid) within sixty (60) days after written notice from LICENSOR to LICENSEE specifying the nature of such failure or (ii) LICENSEE or any of its Affiliates shall at any time and in any way, formally or informally, directly or indirectly through their attorneys or otherwise, initiate or voluntarily participate in or provide any assistance in connection with legal or administrative proceedings by any person or entity challenging the validity or enforceability of the Sublicensed Patent, or (iii) if LICENSEE fails to respect the limitations on its rights set forth in Section 2 hereof. 9.2.1 Any such termination shall be effected by LICENSOR’s giving written notice to LICENSEE, and shall be effective on the fifteenth day after the termination notice is given. The fifteen (15) day delay in the effectiveness of termination shall not extend the cure period. 9.2.2 LICENSEE shall not be deemed responsible for decisions by individual physicians to use a Licensed Product outside the Field of Use, provided that LICENSEE has designed, intended and promoted such Licensed Product solely for use within such Field of Use, and provided further that LICENSEE has not, after learning of such use, knowingly supplied or continued to supply Licensed Product to any such physician or other End User with which such physician is associated. 9.3. LICENSEE may terminate the license granted herein in the event that all claims of the Sublicensed Patent are finally determined, after entry of a final judgment which is no longer subject to appeal or judicial review, to be invalid or unenforceable. Such termination shall be effective on the date that written notice of such termination is mailed. LICENSEE shall not, however, be entitled to any refund of any royalties paid prior to the date of such notice, nor shall LICENSEE be entitled to withhold payment of royalties pending the outcome of any proceedings relating to the validity or enforceability of the Sublicensed Patent. Any such withholding shall constitute a for-cause basis for termination of this Agreement. 9.4. In the event that more than thirty percent (30%) of LICENSEE’s securities representing the right to vote for the election of directors are now, or hereafter become, owned or controlled, directly or indirectly, by any persons or entities other than the present shareholders of LICENSEE, LICENSEE shall promptly give written notice to LICENSOR of such acquisition. Unless the acquisition is permitted by section 6.2 hereof, LICENSOR may terminate the license by giving written notice to be effective fifteen (15) days after the date thereof. For purposes of this Section 9.4, transfers of securities originally issued to ▇.▇. ▇▇▇▇, Inc. or its affiliates in connection with the stock purchase being undertaken by Bard simultaneously with the execution of this Agreement shall expire on a country-by-country basis at not be taken into account unless such time when no Valid Claim existsstock is then owned by LICENSEE, any Affiliates of LICENSEE, or if no Patent was issued in a country, on the eleventh anniversary any of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term present shareholders of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentLICENSEE. 10.2 9.5. No termination pursuant to this Section 9 shall relieve LICENSEE of any obligation or liability accrued hereunder prior to such termination, or rescind or give rise to any right to rescind anything done by LICENSEE or any payments made or other consideration given to LICENSOR hereunder prior to the time such termination becomes effective, and such termination shall not affect in any manner any rights of LICENSOR arising under this Agreement prior to such termination. 9.6. No failure or delay by either party in exercising its right of termination hereunder shall be construed to prejudice its right of termination for any continuing default or for any other or subsequent default. In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever LICENSEE shall forthwith cease to exploit all of its sublicense rights hereunder and shall not thereafter exploit any such rights in any manner whatsoever, except that if on termination LICENSEE has any stock of Licensed Products, it will have a period of six (6) months to sell such Licensed Products to End Users, provided that this is done in the License normal course of business and on normal commercial terms, and any such sale shall terminate be subject to all the tam and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination conditions of this Agreement as though it were in full force and effect, including payment of royalties hereunder. In the event that, following termination, LICENSEE sells any Licensed Products to any person or entity other than an End User, royalties shall not release Company from its obligation due on such sales as if such sales had been made at LICENSEE’s average U.S. selling price to carry out any financial or other obligation which it was liable to perform hospital customers during the year immediately prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 9.7. No termination of this Agreement shall constitute a termination release LICENSEE from its obligation to report and to pay to LICENSOR any royalties or a waiver of any rights of either Party against the other Party accruing at or prior consideration which shall have accrued up to the time such termination becomes effective, nor shall such termination release either party hereto from any other liability which at said time had already accrued to the other party, nor rescind anything done or any payment or other consideration made or given to either party, nor effect in any way the survival of such any right, duty or obligation which is expressly stated elsewhere in this agreement to survive termination. 10.7 Company 9.8. The provisions of Sections 3.5, 3.6, 4.1 through 4.7, 5, 7.2, 7.6, 8, 9.7, 10, 11 and 12 shall have the right to terminate survive termination of this Agreement at any time on three (3) months advance notice in addition to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationthose provisions that survive by their terms.

Term and Termination. 10.1 Unless earlier terminated7.1. This Agreement shall have a term of ten (10) years from the effective date of this Agreement (the “Original Term”) with perpetual renewal rights held exclusively by TNH, as hereinafter provided, the term unless this Agreement is terminated pursuant to an express provision in this Article 7. Any renewal of this Agreement shall expire on have a country-by-country basis at term of three (3) years (each such time when no Valid Claim existsterm, or if no Patent was issued in a country, on “Renewal Term”). 7.2. At least one hundred eighty (180) days prior to the eleventh anniversary termination of the First Commercial Sale in such countryOriginal Term or any Renewal Term, thereafter Licensee shall provide written notice to Licensor of Licensee’s intent to terminate or renew the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentcurrent Agreement. 10.2 In the event of a material default or failure by Company 7.3. If Licensee fails to perform comply with any of the terms, covenants or provisions material terms of this Agreement, Company then Licensee will be deemed to have defaulted. Upon written notice of such default, unless otherwise specified herein, Licensee shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicabledefault; otherwise Licensor may immediately terminate this Agreement 7.4. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum Jet Drill shall have the right, right at its option, any time to terminate this Agreement immediately by giving TNH written notice thereof: 7.4.1. if a breach occurs which is of the same nature, and which violates the same provision of this Agreement, as a breach of which Jet Drill has previously given TNH written notice and which TNH has failed to cure in accordance with Section 7.3; 7.4.2. if TNH shall make any assignment for the benefit of creditors, or file a petition in bankruptcy, or is adjudged bankrupt, or becomes insolvent, or is placed in the hands of a receiver, or if the equivalent of any such proceedings or acts occurs, though known by some other name or term; 7.4.3. TNH is not permitted or is unable to operate TNH’s business in the usual manner, or is not permitted or is unable to provide Jet Drill with assurance satisfactory to Jet Drill that TNH will so operate TNH’s business, as debtor in possession or its equivalent, or is not permitted, or is unable to otherwise meet TNH’s obligations under this Agreement or to provide Jet Drill with assurance satisfactory to Jet Drill that TNH will meet such obligations; and 7.4.4. TNH provides, uses, causes another to use, or in any way sells, rents or leases in whole or in part the Jet Drill Technology outside of the Territory without Jet Drill’s prior written consent, except as permitted pursuant to the rights granted to TNH under Section 2.1 of this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings7.5. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein TNH shall immediately cease and desist from any use whatsoever of the Jet Drill Rights. TNH, its primary lender or another party responsible for liquidating TNH’s inventory may, however, liquidate all remaining inventory in its possession at time of termination, provided that Licensor shall be construed given the right of first refusal to release either Party from purchase any obligation that matured prior or all of the inventory upon the same terms as TNH offers to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationthird parties. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to 7.6. Licensee may terminate this Agreement at any time on three without cause upon providing one hundred eighty (3180) months days advance written notice to YissumLicensor. 7.7. If this Agreement is terminated for any reason, and upon payment TNH shall not be relieved of all amounts due the duty to Yissum through the effective date of terminationmaintain confidentiality in accordance with Paragraph 14.1 herein.

Term and Termination. 10.1 8.1 Unless earlier terminated, otherwise terminated as hereinafter providedprovided herein, the term Agreement shall remain in force until the expiration of the last to expire of the patents under which Z-KAT is licensed pursuant to this Agreement shall expire on a country-by-for each country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on where the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term patent has been obtained. 8.2 Upon termination of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reasoncause, nothing herein shall be construed to release either Party party from any obligation that matured accrued prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company . Z-KAT shall have the right to terminate this Agreement make, have made, use, and sell, at any time on three after termination, any products and processes licensed under this Agreement that are in inventory or being manufactured at the time of termination subject only to the obligation to pay royalties as provided in this Agreement. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 8.3 In the event that the Minimum Royalty for a given year has not been satisfied and after giving Z-KAT thirty (330) months advance notice days written Notice to Yissumcure, or after Z-KAT provides written Notice that it will not satisfy the Minimum Royalty, D▇. ▇▇▇▇▇ may, upon written Notice to Z-KAT within thirty (30) days from D▇. ▇▇▇▇▇’▇ receipt Z-KAT’s anticipatory Notice or after its failure to cure, as his sole and exclusive remedy, inform Z-KAT of his intention to act in the following manner: (i) Waive the Minimum Royalty for that given year, accept the amount paid as satisfaction, and continue under the Agreement as if the complete and full payment has been satisfied for that given year; or (ii) Exercise his Call Option within the Call Option Period for the Call Option Price, less the amount of any actual unpaid royalty, excluding the balance of any Minimum Royalty, due to D▇. ▇▇▇▇▇. 8.4 In the event Z-KAT no longer desires to maintain this exclusive license or practice under the Licensed Patents and this Agreement, it shall notify D▇. ▇▇▇▇▇ in writing of such event and D▇. ▇▇▇▇▇ may, upon written Notice to Z-KAT within thirty (30) days from D▇. ▇▇▇▇▇’▇ receipt of such Notice, as his sole and exclusive remedy, inform Z-KAT of his intention to act in the following manner: (i) Waive the Minimum Royalty obligations for two (2) years or more years, as negotiated, and accept any amounts paid as satisfaction of Minimum Royalty obligations for at least those two (2) years, and continue under the Agreement as if the complete and full payment of all amounts Minimum Royalty obligations for at least those two (2) years; or (ii) Exercise his Call Option within the Call Option Period for the Call Option Price, less the amount of any actual unpaid royalty, excluding the balance of any Minimum Royalty, due to Yissum through D▇. ▇▇▇▇▇. 8.5 If D▇. ▇▇▇▇▇ exercises his Call Option, to the effective date extent the Fiducial Markers are subsequently available for sale, D▇. ▇▇▇▇▇ will ensure the Z-KAT’s customers have access on terms and conditions reasonably similar to non-Z-KAT customers. [***] Confidential treatment has been requested for portions of terminationthis exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Term and Termination. 10.1 Unless earlier terminated(a) This Agreement shall be effective as from the Effective Date. It shall remain in force for the duration of the Term as from the Effective Date until the expiry of the Term. (b) At the execution, as hereinafter providedLicensor may, the in its own discretion, offer to Licensee to enter into this Agreement for a free trial term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existsthirty (30) days from the Effective Date (the Trial Term), or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each which case that Company Licensee as well as Licensor may extend the term of terminate the Agreement on a country-by-country basis for additional period of one year each by continuing to pay at any time during the consideration Trial Term with immediate effect and the Agreement will, unless terminated in accord- ance with the foregoing in this Article 10(b), be continued as set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentArticle 10(a). 10.2 In (c) The Agreement may be terminated at any time with immediate effect by giving written no- ▇▇▇▇ to the event of a other Party (i) by either Party if the other Party is in material default or failure by Company to perform any breach of the termsAgree- ment and such breach, covenants or provisions of this Agreementif curable, Company shall have ninety remains uncured for more than fifteen (9015) days after the terminating Party requesting the other Party in text 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) days and not paid within fifteen (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 written notice 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 such default by Yissum to correct such default, this Agreement; provided, however, that if Licensor terminates the breach is Agreement based on Article 10(c), the license grant shall terminate with immediate effect and Licensee shall cease all use of Licensed 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, the Parties agree that a termination of Maintenance and Support and/or any Additional Services by Licensor based on Article 10(d) shall not capable of being cured within ninety (90) days affect the license grant set forth in Article 3 and that in case of such written noticetermination by Licensor, Licensee shall remain entitled to use the Agreement may not be terminated so long Licensed Materials as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate set forth in this 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 based on Article 10(d). 10.3 Yissum (f) Except as otherwise expressly provided in this Agreement, Articles 1 (Definitions), 3 (Scope of the License), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No Warranty, Exclusion and Limitation of Liability), 10(e) and (f) (Effects of Termination), 12 (General Provisions) and 13 (Governing Law and Place of Jurisdiction) shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up survive termination or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination expiry of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofAgreement. Notwithstanding the aforesaid, the expiration The termination or termination expiry of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to affect the Agreement’s expiration or termination, including obligations of the payment of Royalties and Sub-License RevenuesParties accrued during the Term. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated5.1 This AGREEMENT, unless sooner terminated as hereinafter providedprovided herein, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after terminate upon the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation the last to that Patentexpire or become abandoned of the PATENT RIGHTS. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right5.2 LICENSEE may, at its option, to terminate this AgreementAGREEMENT at any time by doing all of the following: 5.2.1 by ceasing to make, have made, use and sell all LICENSED PRODUCT(S); and 5.2.2 by terminating all sublicenses, and causing all sublicensees to cease making, having made, using and selling all LICENSED PRODUCT(S); and 5.2.3 by giving sixty (60) days’ notice to LICENSOR of such cessation and of LICENSEE’S intent to terminate; and 5.2.4 by tendering payment of all accrued royalties. 10.3 Yissum shall have the right, at its option, to 5.3 LICENSOR may terminate this Agreement AGREEMENT if any of the following occur: 5.3.1 LICENSEE becomes more than sixty (60) days in the event that Company shall become involved arrears in insolvency, bankruptcy, liquidation, winding-up payment of royalties or receivership proceedings. Company shall expenses due pursuant to this AGREEMENT and LICENSEE does not provide full payment immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsdemand; or 5.3.2 LICENSEE becomes subject to a BANKRUPTCY EVENT; or 5.3.3 LICENSEE breaches this AGREEMENT and does not cure such breach within sixty (60) days written notice thereof. 10.4 In 5.4 LICENSOR may also terminate this AGREEMENT if: 5.4.1 five (5) years have elapsed from the event of termination EFFECTIVE DATE of this Agreement for any reason whatsoeverAGREEMENT; and 5.4.2 LICENSEE has not made a SALE of a LICENSED PRODUCT(S) or has no sublicensees doing so; and 5.4.3 LICENSOR has given LICENSEE sixty (60) days notice of intent to terminate. 5.5 If LICENSEE becomes subject to a BANKRUPTCY EVENT, the License shall terminate all duties of LICENSOR and all rights (but not duties) of LICENSEE under this AGREEMENT shall immediately terminate without the necessity of any action being taken either by LICENSOR or by LICENSEE. To secure the complete and timely payment and satisfaction of all LICENSEE’S royalty obligations under this AGREEMENT, LICENSEE hereby grants to LICENSOR a security interest, effective immediately, in LICENSEE’S entire right, title and interest in and to this AGREEMENT and to all inventories of LICENSED PRODUCT(S) now or hereafter owned by LICENSEE. In addition to any rights or remedies provided for under this AGREEMENT, LICENSOR shall have all of the Licensed Technology (including Research Results) rights and remedies of a secured party under the Uniform Commercial Code. Upon the request and at the sole expense of LICENSOR, LICENSEE shall revert execute any and all instruments or documents as shall be reasonably necessary to Yissum evidence and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out perfect such security interest in any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesjurisdiction. 10.5 5.6 Upon termination of this Agreement for AGREEMENT, LICENSEE shall, at LICENSOR’S request, return to LICENSOR all CONFIDENTIAL INFORMATION fixed in any reasontangible medium of expression as well as any data generated by LICENSEE during the term of this AGREEMENT which will facilitate the development of the technology licensed hereunder. 5.7 LICENSEE’S obligation to pay royalties accrued under Article 3 hereof shall survive termination of this AGREEMENT. In addition, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date provisions of such termination; and Articles 14, 5, 7, 8, 9, 10, 11, 12 9 and 13 10 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated6.1 This license is granted retroactively to INVITROGEN as from the date of first commercial sale of LICENSED PRODUCTS, as hereinafter provided, the term of this Agreement shall LICENSED RESEARCH PRODUCTS and/or LICENSED APPLICATION PRODUCTS and will expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patentthe last to expire of the patents within AMPLIFICATION PATENT RIGHTS, Company shall have SEQUENCING PATENT RIGHTS, POLYMERASE PATENT RIGHTS, RT AND RT-PCR PATENT RIGHTS to the extent a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event license of a material default or failure by Company to perform rights under any of the terms, covenants or provisions foregoing surviving Patent Rights is being exercised pursuant to Sections 2.1 - 2.5 hereto. 6.2 Notwithstanding any other Section of this Agreement, Company INVITROGEN may terminate this Agreement for any reason on ninety (90) days' written notice to ROCHE. If INVITROGEN elects to terminate this Agreement pursuant to this section, it shall have within thirty (30) days of said notice to ROCHE, also notify each of its customers that INVITROGEN is no longer licensed under AMPLIFICATION PATENT RIGHTS, POLYMERASE PATENT RIGHTS, SEQUENCING PATENT RIGHTS or RT AND RT-PCR PATENT RIGHTS. 6.3 Notwithstanding any other section of this Agreement, ROCHE may terminate this Agreement, effective immediately upon notice of termination to INVITROGEN, in the event that a third party which is licensed by ROCHE to manufacture products for use in PCR-based human diagnostic testing acquires any interest, including but not limited to an ownership interest, directly or indirectly, in INVITROGEN of 50% or more. 6.4 The license granted hereunder to INVITROGEN and all sublicenses granted by INVITROGEN to its AFFILIATES shall automatically terminate upon i) an adjudication of INVITROGEN as bankrupt or insolvent, or INVITROGEN's admission in writing of its Enzyme/PCR Research Products 19 v.2061097 inability to pay its obligations as they mature; or ii) an assignment by INVITROGEN for the benefit of creditors; or iii) INVITROGEN's applying for or consenting to the appointment of a receiver, trustee or similar officer for any substantial part of its property or such receiver, trustee or similar officer's appointment without the application or consent of INVITROGEN, if such appointment shall continue undischarged for a period of ninety (90) days; or iv) INVITROGEN's instituting (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency arrangement, or similar proceeding relating to INVITROGEN under the laws of any jurisdiction; or v) the institution of any such proceeding (by petition, application or otherwise) against INVITROGEN, if such proceeding shall remain undismissed for a period of ninety (90) days after or the giving issuance or levy of written notice any judgment, writ, warrant of attachment or execution or similar process against a substantial part of the property of INVITROGEN, if such default by Yissum to correct such defaultjudgment, providedwrit, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may or similar process shall not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any eventreleased, if a curable breach has not been cured vacated or fully bonded within ninety (90) days after its issue or levy. 6.5 Upon any breach or default of a material term under this Agreement by INVITROGEN or an AFFILIATE sublicensed by INVITROGEN, this Agreement may be terminated upon ninety (90) days, written notice requesting to INVITROGEN. Said notice shall become effective at the end of the ninety-day period, unless during said period INVITROGEN fully cures such breach or default and notifies ROCHE of such cure. Such 90-day cure period shall not apply to any uncontested royalty payments due, Yissum shall have which uncontested payments must be made in accordance with the right, at its option, to terminate terms of this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of 6.6 Upon termination of this Agreement for any reason whatsoeveras provided herein, the License INVITROGEN shall terminate immediately stop selling products licensed hereunder and all rights and licenses granted to INVITROGEN by ROCHE hereunder and all sublicenses granted by INVITROGEN shall automatically revert to or be retained by ROCHE. 6.7 INVITROGEN's obligations to report to ROCHE and to pay royalties as to the Licensed Technology (including Research Results) shall revert sale of products licensed and sublicensed hereunder pursuant to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, Agreement prior to termination or expiration of the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial survive such termination or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesexpiration. 10.5 6.8 Upon termination of this Agreement for any reason, nothing herein INVITROGEN shall be construed to release either Party from any obligation that matured prior to destroy its inventory of all products licensed hereunder and confirm such destruction in writing within ten days of the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such terminationAgreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 8.1 Unless earlier terminated, terminated as hereinafter provided, the term of this Agreement shall extend for the life of the last to expire patent issued on a country-by-country basis at such time when no Valid Claim existsthe Subject Technology and shall then expire automatically, or if no Patent was issued in a country, patent issues on the eleventh anniversary of the First Commercial Sale Subject Technology, this Agreement shall continue in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on full force and effect for a country-by-country basis for additional period of one year each ten (10) years from the first commercial sale of Licensed Products by continuing to pay the consideration set forth in section 3LICENSEE. In countires where a Patent was registeredAfter such expiration, after the expiration of Patent, Company LICENSEE shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation free license to that Patentthe Subject Technology. 10.2 8.2 In the event of a material default or failure by Company LICENSEE to perform any of the terms, covenants or provisions of this Agreement, Company LICENSEE shall have ninety thirty (9030) days after the giving of written notice of such default by Yissum SCREEN MEDIA to correct such default, provided, however, that if the breach . If such default is not capable of being cured corrected within ninety the said thirty (9030) days of such written noticeday period, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum SCREEN MEDIA shall have the right, at its option, to cancel and terminate this Agreement. The failure of SCREEN MEDIA to exercise such right of termination for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right SCREEN MEDIA might have, nor shall such failure preclude SCREEN MEDIA from exercising or enforcing said right upon any subsequent failure by LICENSEE. 10.3 Yissum 8.3 SCREEN MEDIA shall have the right, at its option, to cancel and terminate this Agreement in the event that Company LICENSEE shall (i) become involved in insolvency, bankruptcydissolution, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up bankruptcy or receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the placing benefit of an attachment on its assets. 10.4 creditors, or in the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings. In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Subject Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding SCREEN MEDIA. 8.4 At the aforesaid, the expiration or date of any termination of this Agreement pursuant to Paragraph 8.2 hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the receipt by LICENSEE of notice of such termination, LICENSEE shall not release Company from its obligation immediately cease using any of the Subject Technology and return all copies of the same to carry out SCREEN MEDIA; provided, however, that LICENSEE may dispose of any financial or other obligation which it was liable to perform Licensed Products actually in the possession of LICENSEE prior to the Agreement’s expiration or Agreement Date of termination, including subject to LICENSEE's paying to SCREEN MEDIA running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the payment terms of Royalties and Sub-License Revenuesthis Agreement. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. The obligations of Sections 5 and 13 shall survive termination of this Agreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless This Agreement commences on the Effective Date and shall continue in force until the earlier terminatedof: completion of final Clinical Trial report and the final payment under this Agreement; or early termination in accordance with clauses 12.2, as hereinafter provided, the term 12.3 or 12.5 of this Agreement; Each Party may terminate this Agreement shall expire on upon written notice to the other Parties with immediate effect in the following events: the approval by the Ethics Committee in charge of the Clinical Trial is not granted or irrevocably revoked; it can be reasonably concluded that the Clinical Trial must be terminated in the interests of the health of the Clinical Trial Subjects; it becomes apparent, following confirmation of the Ethics Committee or the Independent Committee, that continuation of the Clinical Trial cannot serve a country-by-country basis at such time when no Valid Claim existsscientific purpose, and this is notified to the Ethics Committee; the Sponsor and/or the Institution become or are declared insolvent or a petition in bankruptcy has been filed against it or if no Patent was issued in one of them is dissolved; circumstances beyond a country, on the eleventh anniversary Party’s control occur that render continuation of the First Commercial Sale Clinical Trial unreasonable as outlined in such countryClause 16; one of the Parties fails to comply with the obligations arising from the Agreement and, thereafter if capable of remedy, is not remedied within 30 days after receipt of written notice from the License other Party specifying the non-compliance and requiring its remedy, unless failure to comply is not in such country shall expirereasonable proportion to the premature termination of the Clinical Trial. Sponsor and/or CRO may terminate this Agreement if the Principal Investigator is no longer able (for whatever reason) to act as Principal Investigator and no mutually acceptable replacement has been found within a reasonable period, in accordance with Clause 2.3, provided in each case that Company may extend the term Sponsor will not unreasonably withhold its approval of the Agreement on a country-by-country basis for additional period proposed replacement of one year each by continuing to pay the consideration set forth in section 3Principal Investigator. In countires where a Patent was registered, after all circumstances causing the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions termination of this Agreement, Company the Sponsor shall have ninety (90) days after confer with the giving of written notice of such default by Yissum Principal Investigator and use their best endeavours to correct such default, provided, however, minimise any inconvenience or harm to Clinical Trial Subjects. Parties agree that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event case of termination of this Agreement, they will in good faith make arrangements concerning the continuation of the treatment of the enrolled Clinical Trial Subjects if such is in their medical best interest. Up until a Clinical Trial Subject has signed the ICF, Sponsor and/or CRO may terminate this Agreement for any reason whatsoever, the License shall terminate and all rights upon written notification to the Licensed Technology (including Research Results) shall revert to Yissum Principal Investigator and Company may make no further use thereofthe Institution, with immediate effect, in the following events: for lack of recruitment at the Trial Site in case the Clinical Trial is conducted at one Site only; or in case of a multicentre trial, if termination at the Trial Site does not affect performance of the Protocol. Notwithstanding the aforesaid, the expiration or Upon notice of termination of this Agreement shall Agreement, Site Parties will not release Company from its obligation recruit and/or enroll additional Clinical Trial subjects, and will cooperate with the Sponsor in the orderly discontinuation of the Clinical Trial, including, without limitation, discontinuing Investigational Product as soon as medically appropriate, allowing Sponsor and/or CRO access to carry records and facilities as required for Clinical Trial close-out procedures at mutually agreed times, and requiring Principal Investigator to complete any financial or other obligation which it was liable to perform prior to actions required by the Agreement’s expiration or termination, including the payment role Principal Investigator. In case of Royalties and Sub-License Revenues. 10.5 Upon early termination of this Agreement for any reasonAgreement, nothing herein the financial provisions of 13.3 and 13.4 shall be construed to release either Party from any obligation that matured prior to apply. At close-out of the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No Trial Site following termination or expiration of this Agreement the Parties shall constitute a termination upon request immediately deliver, or a waiver of any rights of either Party against destroy with confirmation thereof, if requested, to the other Party accruing at all Confidential Information, except for copies to be retained in order to comply with Institution’s archiving obligations or prior for evidential purposes. Furthermore the Site Parties shall immediately deliver to the time Sponsor any equipment provided to them pursuant to the terms and conditions of such termination. 10.7 Company shall have the right to terminate Annex 5. Termination of this Agreement at any time on three (3) months advance notice will be without prejudice to Yissum, the accrued rights and upon payment liabilities of all amounts due to Yissum through the effective date of terminationParties under this Agreement.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this (a) This Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, commence as of the Effective Date and shall end on the eleventh second anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentEffective Date. 10.2 In the event of a material default or failure by Company to perform any of the terms(b) This Agreement may be earlier terminated as follows: (i) By either party, covenants or provisions of this Agreement, Company shall have ninety (90) upon not less that 30 days after the giving of prior written notice of if the other party materially breaches any non-payment obligation under this Agreement and fails to cure such default by Yissum to correct such default, breach within said thirty day period; provided, however, that if in the breach is not capable of being cured within ninety event HOBC fails to have sufficient production to fill Walgreens' purchase orders on three (903) days of such written noticeor more occasions during any given 12-month period during the term hereof, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions HOBC shall forfeit its right to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the rightas provided above; (ii) By Walgreens, at its optionupon 30 days prior written notice to HOBC, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved HOBC files, or has filed against it (and not dismissed within 30 days) a petition in insolvencybankruptcy, bankruptcymakes a general assignment for the benefit of creditors, or files a petition or an answer with a court of law seeking or consenting to any reorganization, arrangement, adjustment, composition, liquidation, winding-up dissolution or receivership proceedingssimilar relief under any law or regulation, or files an answer admitting or not contesting the material allegations of a petition or other pleading filed against it for or proposing any such relief. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the Upon expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein other than a breach by Walgreens, which is not cured as provided herein, all right, title and interest in and to the Trademarks shall be construed permanently vested in Walgreens and no action shall be taken by HOBC adverse to release either Party from any obligation that matured prior such ownership interest. (d) In the event this Agreement is terminated due to the effective date of such termination; breach hereof by Walgreens, which is not cured as provided in subparagraph 4(b)(i) above, all right, tide and Articles 1, 5, 7, 8, 9, 10, 11, 12 interest in and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company Trademarks shall have the right immediately revert to terminate this Agreement at any time on three (3) months advance notice to YissumHOBC, and upon payment any costs associated with the transfer of all amounts due the Trademarks back to Yissum through the effective date of terminationHOBC shall be paid by Walgreens.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this 4.1 This Agreement shall expire on remain in full force and effect for a country-by-country basis at such time when no Valid Claim existsPERPETUAL term (the “Term”), or if no Patent was issued in a country, commencing on the eleventh anniversary of the First Commercial Sale Effective Date unless terminated in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3accordance with this Agreement. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of If either Party breaches a material default or failure by Company to perform any of the terms, covenants or provisions provision of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement other Party may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to immediately terminate this Agreement in upon written notice to the event that Company other Party. Termination under such provision shall become involved in insolvencyhave immediate effect. GDSA may terminate this Agreement at any time, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of should Licensee breach any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination part of this Agreement for any reason whatsoeverAgreement, upon written notice in accordance with this Agreement. In such case, Licensee will be entitled to invoice and receive from GDSA immediately all amounts due to Licensee by GDSA and so starting from the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofTermination date. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein all licenses granted under this Agreement shall be construed immediately terminate, Licensee shall immediately cease reselling the Plan Offerings and, within five (5) days after such termination, Licenseeshall return all Marketing Materials to release either Party from GDSA and shall destroy or return all Confidential Information to GDSA, without retaining any obligation that matured prior to the effective date copies of such termination; Marketing Materials and Articles 1Confidential Information. All provisions of this Agreement, 5which by their nature should reasonably be expected to survive the termination of this Agreement shall survive the termination of this Agreement for any reason, including, without limitation, Sections 2.3, 4, 7, 8, 9, and 10. However, 11, 12 GDSA and 13 shall survive any such terminationLicensee commit to provide best efforts in their businesses in order to continue on a long term business relationship. 10.6 No 4.2 GDSA reserves the right to suspend or terminate Services, or any portion thereof, or terminate this Agreement upon one of the following events: 4.2.1 A breach of this written License Agreement (other than the payment of amounts due hereunder) and Licensee fails to cure such breach within thirty (30) calendar days after written notice of the breach; 4.2.2 A failure by Licensee to pay any amounts due to GDSA under this Agreement; 4.2.3 Licensee suffers any adverse financial change or takes or suffers any action as a result of its indebtedness, including without limitation a voluntary liquidation or period of inactivity, an action in bankruptcy, an assignment for the benefit of creditors, the appointment of a receiver or trustee or the liquidation of all or substantially all of its assets or GDSA determines that Licensee is not creditworthy; 4.2.4 Upon a determination by any governmental authority with jurisdiction over the parties that the provision of the Services under this Agreement is contrary to existing laws, rules or regulations; 4.2.5 The passage of adoption of any law, rule or regulation that in the reasonable judgement of GDSA will make it materially more expensive or difficult to provide the Services under this Agreement. 4.2.6 Either party may terminate the renewal of this Agreement upon thirty (30) days written notice prior to the expiration of the initial or any renewal term. In such case, Licensee will be entitled to invoice and receive from GDSA immediately all amounts due to Licensee by GDSA and so starting from the Termination date. 4.3 Upon the termination of this Agreement shall constitute a termination or a waiver of for any rights of either Party against the other Party accruing at or prior reason, GDSA will be entitled to the time of such termination. 10.7 Company shall have the right immediately cease providing Services to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all Licesee. All amounts due to Yissum through GDSA will become immediately due and payable upon such termination. GDSA shall continue to offer services to existing End Users until their membership for services expires. In the effective date case of terminationTermination due to a breach of of this Agreement, Licensee shall not be entitled to any Fees after termination date. Notwithstanding the termination of this Agreement for any reason, the provisions of this Agreement that by their nature survive termination will continue to apply.

Term and Termination. 10.1 Unless earlier terminated8.1 The immunity from suit granted to VLI herein shall commence on the EFFECTIVE DATE and terminate on the date of expiration of the last to expire of the patents included within the PCR TECHNOLOGY, as hereinafter providedwhich patent contains at least one claim covering the performance of LICENSED SERVICES. 8.2 If in the course of performing and offering LICENSED SERVICES, VLI fails to comply with the term quality assurance provisions of Article 5, VLI shall so notify RMS immediately upon such failure and shall have thirty (30) days from receipt of such notice to cure all defects of which it is notified. If VLI does not cure all such defects within the designated thirty (30) days, RMS may then in its sole discretion terminate this Agreement in its entirety, or any portion thereof immediately. For the purposes of this Agreement shall expire on a country-by-country basis at such time Section and this Agreement, VLI's failure to provide an accurate and correct test result when no Valid Claim exists, or if no Patent was issued participating in a countryan independent proficiency testing program pursuant to Section 5.1 (a), on the eleventh anniversary two consecutive evaluations, shall automatically be deemed a failure to comply with Article 5 and shall be a material breach of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentthis Agreement. 10.2 In the event of a material default or failure by Company to perform 8.3 Notwithstanding any of the terms, covenants or provisions other Section of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement VLI may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights on thirty (30) days' written notice to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesRMS. 10.5 Upon termination 8.4 The decision of this Agreement a court or administrative body finding RMS liable for any reason, nothing herein culpable due to VLI's performance of LICENSED SERVICES shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have give RMS the right to terminate this Agreement at immediately upon notification to RMS of said decision. 8.5 The immunity granted hereunder to VLI shall automatically terminate upon (i) adjudication of VLI as bankrupt or insolvent, or VLI's admission in writing of its inability to pay its obligations as they mature; (ii) or an assignment by VLI for the benefit of creditors; (iii) or VLI's applying for or consenting to the appointment of a receiver, trustee or similar officer for any time on three substantial part of its property; (3iv) months advance notice such receiver, trustee or similar officers appointment without the application or consent of VLI, if such appointment shall continue undischarged for a period of ninety (90) days; or VLI's instituting (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency arrangement, or similar proceeding relating to YissumVLI under the laws of any jurisdiction; (v) or the institution of any such proceeding (by petition, and upon payment application or otherwise) against VLI, if such proceeding shall remain undismissed for a period of all amounts due to Yissum through ninety (90) days or the effective date issuance or levy of termination.any judgment, writ, warrant of attachment or execution or similar process against a substantial part of the property of VLI, if such judgment, writ, or similar process shall not

Term and Termination. 10.1 Unless This Agreement commences on the Effective Date and shall continue in force until the earlier terminatedof: completion of final Clinical Study Report and the final payment under this Agreement; or early termination in accordance with clauses 12.2, 12.3 or 12.5 of this Agreement; Each Party may terminate this Agreement upon written notice to the other Parties with immediate effect in the following events: if the approval by the Ethics Committee in charge of the Clinical Trial is not granted or irrevocably revoked; if it can be reasonably concluded that the Clinical Trial must be terminated in the interests of the health of the Clinical Trial Subjects; If it becomes apparent, following confirmation of the Ethics Committee or the Independent Committee, that continuation of the Clinical Trial cannot serve a scientific purpose, and this is notified to the Ethics Committee; if the Sponsor and/or the Institution and/or the Principal Investigator become or are declared insolvent or a petition in bankruptcy has been filed against it or if one of them is dissolved; if circumstances beyond a Party’s control occur that render continuation of the Clinical Trial unreasonable as hereinafter providedoutlined in Clause 16; if one of the Parties fails to comply with the obligations arising from the Agreement and, if capable of remedy, is not remedied within 30 days after receipt of written notice from the term other Party specifying the non-compliance and requiring its remedy, unless failure to comply is not in reasonable proportion to the premature termination of the Clinical Trial. Sponsor and/or CRO may terminate this Agreement if the Principal Investigator is no longer able (for whatever reason) to act as Principal Investigator and no mutually acceptable replacement has been found in accordance with Clause 2.3, provided that the Sponsor will not unreasonably withhold its approval of the proposed replacement of Principal Investigator. In all circumstances causing the early termination of this Agreement pursuant to clauses 12.2 or 12.3 above, the Sponsor shall expire on a country-by-country basis at such time when no Valid Claim exists, confer with the Principal Investigator and use their best endeavours to minimise any inconvenience or if no Patent was issued in a country, on harm to Clinical Trial Subjects caused by the eleventh anniversary premature termination of the First Commercial Sale Clinical Trial. Parties agree that in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions early termination of this Agreement, Company shall have ninety (90) days after they will in good faith make arrangements concerning the giving continuation of written notice the treatment of the enrolled patients if such default by Yissum to correct such defaultis in their medical best interest. Up until a Clinical Trial Subject has signed the ICF, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement Sponsor and/or CRO may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement upon written notification to the Principal Investigator and the Institution, with immediate effect, in the event that Company shall become involved following events: for lack of recruitment at the Trial Site in insolvencycase the Clinical Trial is conducted at one Site only; or in case of a multicentre trial, bankruptcy, liquidation, winding-up or receivership proceedingsif termination at the Trial Site does not affect performance of the Protocol. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event Upon notice of termination of this Agreement Agreement, Site Parties will not recruit and/or enroll additional Clinical Trial subjects, and will cooperate with the Sponsor in the orderly discontinuation of the Clinical Trial, including, without limitation, discontinuing Investigational Product as soon as medically appropriate, allowing Sponsor and/or CRO access to records and facilities as required for Clinical Trial close-out procedures at mutually agreed times, and requiring Principal Investigator to complete any reason whatsoever, actions required by the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofrole Principal Investigator. Notwithstanding the aforesaid, the expiration or In case of early termination of this Agreement Agreement, the financial provisions of 13.3 and 13.4 shall not release Company from its obligation to carry apply. At close-out any financial of the Trial Site following termination or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein the Parties shall be construed to release either Party from any obligation that matured prior upon request immediately deliver to the effective date other Party all Confidential Information, except for copies to be retained in order to comply with Institution’s archiving obligations or for evidential purposes. Furthermore the Site Parties shall immediately deliver to the Sponsor any equipment provided to them pursuant to the terms and conditions of such termination; and Articles 1, Annex 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination . Termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior will be without prejudice to the time accrued rights and liabilities of such terminationthe Parties under this Agreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated11.1 If LICENSEE ceases to carry on its business, as hereinafter providedthis Agreement shall terminate upon written notice by MICHIGAN attempted to be delivered to the address for notices provided in Article 13. 11.2 If LICENSEE fails to make any payment due to MICHIGAN, the term upon ten (10) business days’ written notice by MICHIGAN, this Agreement shall automatically terminate unless MICHIGAN specifically extends such date in writing. Such termination shall not foreclose MICHIGAN from collection any amounts remaining unpaid or seeking other legal relief. 11.3 Upon any material breach or default of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, by LICENSEE (other than as specifically provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written noticeherein, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such terms of which shall take precedence over the handling of any other material breach as promptly as practicable. In any eventor default under this Paragraph), if a curable breach MICHIGAN has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement in the event that Company effective on thirty (30) days’ written notice to LICENSEE. Such termination shall become involved in insolvency, bankruptcy, liquidation, winding-up automatically effective upon expiration of the thirty day period unless LICENSEE cures the material breach or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or default before the placing of an attachment on its assetsperiod expires. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 11.4 LICENSEE has the right to terminate this Agreement at any time on three ninety (390) months advance days’ written notice to Yissum, and upon payment of MICHIGAN if LICENSEE: (a) pays all amounts due to Yissum MICHIGAN through the effective date of the termination; (b) submits a final report of the type described in Paragraph 4.2; (c) returns any patent documentation (including that exchanged under Article 7) and any other confidential or trade-secret materials provided to LICENSEE by MICHIGAN in connection with this Agreement, or, with prior approval by MICHIGAN, destroys such materials, and certifies in writing that such materials have all been returned or destroyed; (d) suspends its manufacture, use and sale of the LICENSED PROCESS(ES) AND LICENSED PRODUCT(S); (e) provides MICHIGAN with all data and know-how developed by LICENSEE in the course of LICENSEE’s efforts to develop LICENSED PRODUCTS and LICENSED PROCESSES; MICHIGAN shall have the right to use such data and know-how for any purpose whatsoever, including the right to transfer same to future licensees; and (f) provides MICHIGAN access to any regulatory information filed with any U.S. or foreign government agency with respect to LICENSED PRODUCTS and LICENSED PROCESSES. Upon notice of intent to terminate, MICHIGAN may elect to immediately terminate this Agreement upon written notice. 11.5 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 any previously accrued rights and obligations and further as follows: (1) obligations to pay royalties and other sums, or to transfer equity or other consideration, accruing hereunder up to the day of such termination, whether or not this Agreement provides for a number of days before which actual payment is due and such date is after the day of termination; (2) MICHIGAN’s rights to inspect books and records as described in Article 4, and LICENSEE’s obligations to keep such records for the required time; (3) 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; (4) the provisions of Articles 1, 9, 10, and 14; and (5) all other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both parties. 11.6 After the license(s) granted herein terminate, if LICENSEE has filed patent applications or obtained patents to any modification or improvement to LICENSED PRODUCTS or LICENSED PROCESSES within the scope of the PATENT RIGHTS, LICENSEE agrees upon request to enter into good faith negotiations with MICHIGAN or MICHIGAN’s future licensee(s) for the purpose of granting licensing rights to said modifications or improvements in a timely fashion and under commercially reasonable terms.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, 12.1 This Agreement is effective from the term of this Agreement shall expire on Effective Date and will remain in full force and effect until each Attendee has achieved a country-by-country basis at such time when no Valid Claim exists, Darktrace Certification and/or completed all Offering Training Sesssions or if no Patent was issued Training Sessions that have been paid for in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentfull. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement 12.2 Darktrace may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time by giving You no less than thirty (30) days’ notice. 12.3 Either Party may terminate this Agreement if: 12.3.1 the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or 12.3.2 the other Party ceases its business operations or becomes subject to insolvency proceedings, which proceedings are not dismissed within thirty (30) days. 12.4 Without prejudice to any other right or remedy available to Darktrace: 12.4.1 Darktrace may restrict, suspend or terminate Your right to enrol an Attendee on three a Course or Training Session, or to take an Exam if a court or other government authority issues an order prohibiting Darktrace from allowing You or Your Attendee from achieving a Darktrace Certification. Provided that Darktrace is reasonably and lawfully able to do so, Darktrace will inform You of the reason for suspension and/or termination; 12.4.2 Darktrace may terminate, suspend or limit You and/or Your Attendee’s participation in and/or access to the Course, Training Session(s), Training Materials, Exam and/or award of a Darktrace Certification without liability if Darktrace provides You with written notice that it has reasonable suspicion that You or Your Attendee(s) are using the Training Materials: (3i) months advance notice to Yissumin breach of this Agreement; and/or (ii) in a matter that is otherwise unlawful, and upon payment in each instance You do not cure the condition identified in such notice within five (5) business days. 12.5 Upon termination or expiry of this Agreement: 12.5.1 You will no longer be able to facilitate an Enrolment, register an Attendee for an Exam, seek Darktrace Certification(s), or register an Attendee for a Training Session; 12.5.2 any Attendee which has not yet completed a Course, has registered for an Exam but not yet sat the Exam, or is otherwise in the process of obtaining a Darktrace Certification will be withdrawn from the relevant Course, Exam and/or Darktrace Certification with immediate effect; 12.5.3 any Training Sessions scheduled with you and/or Your Attendees will be cancelled with immediate effect; 12.5.4 You will return and shall ensure that all amounts Attendees and/or Representatives return, any and all materials including, but not limited to, Training Materials, to Darktrace within fourteen (14) days; and 12.5.5 all undisputed Fees owing to Darktrace at the date on which termination or expiry takes effect will become due to Yissum through the effective date and payable. 12.6 The following provisions will survive any termination of terminationthis Agreement: 8, 9. 10, 11, 12, 13 and 14.

Term and Termination. 10.1 Unless [Choose this first set of paragraphs if the Institution was granted an Exclusive Commercial License in Section 1.] (a) This Agreement shall remain in effect for [three (3)] years unless terminated earlier terminatedin accordance with this Section 10. Upon expiration of the term and any renewal term[s] agreed upon pursuant to Section 10(d), or upon earlier termination in accordance with Sections 10(b) or (c), the rights granted in the Work shall revert to the Author, subject to retention by the Institution of the non-exclusive, perpetual right and license to use the Work for internal nonprofit educational purposes and to use the structure and organization of the Work as hereinafter provideda guide for the creation of a new course. (b) In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the sixty (60) day period. (c) The Work shall be considered to be "in use" if it is made available by Institution for distribution or transmission, offered for sale or licensed for distribution, transmission or sale during the term of this Agreement. If the Institution fails to keep the Work in use and the Author makes a written request of the Institution to terminate this Agreement, the Institution shall notify the Author in writing of the Institution's decision in the matter within sixty (60) days after receipt of the written request. If the Institution elects to keep the Work in use, it shall have six (6) months thereafter to comply. If the Institution elects not to keep the Work in use or fails to comply within the six (6) months deadline (unless the failure is due to circumstances beyond its control), then this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after terminate. (d) Upon the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions term of this Agreement, Company the parties may agree to renew this Agreement for an additional [two (2)] year term, upon the same terms and conditions as set forth herein.] [(a) This Agreement shall have ninety remain in effect for [three (903)] year(s) unless terminated earlier in accordance with this Section 10. Upon expiration of the term and any renewal term(s) agreed upon pursuant to Section 10(c), or upon earlier termination in accordance with Section 10(b), the rights granted in the Work shall revert to the Author, subject to retention by the Institution of the non-exclusive, perpetual right and license to use the Work for internal nonprofit educational purposes and to use the structure and organization of the Work as a guide for the creation of a new course. (b) In the event that either Party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after the giving receipt of written notice thereof, this Agreement shall terminate upon expiration of such default by Yissum to correct such default, provided, however, that if the breach is not capable sixty (60) day period. (c) Upon the expiration of being cured within ninety (90) days the term of such written noticethis Agreement, the Agreement parties may not be terminated so long as Company commences and is taking commercially reasonable actions agree to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of renew this Agreement for any reason whatsoeveran additional [two (2)] year term, upon the License shall terminate same terms and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesconditions as set forth herein. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.]

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this 9.1 This Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, come into force on the eleventh anniversary of Commencement Date and shall remain in force for a 6 months initial trial period, unless terminated earlier as provided for in this Agreement. After the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of initial trial period the Agreement on a country-by-country basis shall be automatically renewed for additional period of successive one year each by continuing to pay periods without further notice save and until terminated in accordance with the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to 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 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 (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 Company shall become involved in insolvency, bankruptcy, liquidation, winding-up the Reseller fails to observe or receivership proceedings. Company shall immediately notify Yissum upon commencement perform any of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or its obligations under this Agreement then the placing Supplier may terminate this Agreement on 30 days written notice provided that the breach complained of an attachment on its assetscannot be remedied by the Reseller within the 30 day period to the satisfaction of the Supplier. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 9.5 The Supplier reserves the right to terminate this Agreement at any time on three (3) months advance immediately by written notice to Yissum, and the Reseller if the Reseller repeats any breach 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 (whether or not the repeated breach is remedied within 30 days). 9.6 The Supplier reserves the right to immediately terminate this Agreement upon payment change of all amounts due to Yissum through the effective date Reseller’s management or a change of terminationcontrol (as defined in the Companies Act 1985) within 28 days of the Supplier being made aware of such a change. The Reseller shall notify the Supplier in advance of any anticipated change of management or control.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this Agreement 9.1. This AGREEMENT shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, commence on the eleventh anniversary of the First Commercial Sale EFFECTIVE DATE and shall, unless terminated earlier as provided herein, continue in such country, thereafter the License in such country full force and effect. The term during which ANAPTYSBIO shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing pay to pay the consideration set forth in section 3. In countires where a Patent was registered, after MILLIPORE research license fees and milestone payments pursuant to this AGREEMENT shall end upon the expiration of Patentthe TERM. Upon the expiration of the TERM, Company the licenses and other rights granted by MILLIPORE to ANAPTYSBIO pursuant to this AGREEMENT shall have a perpetual, worldwide, royalty-free, be fully paid-up and sublicenseable License in relation to that Patentup. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company 9.2. ANAPTYSBIO shall have the right to voluntarily terminate this AGREEMENT, for any or no reason, on not less than ninety (90) days after the giving of written notice to MILLIPORE. However, the obligation to pay the first year research license fee (clause 4.1) is non-terminable in the event ANAPTYSBIO exercises its rights pursuant this paragraph. 9.3. Either PARTY may terminate this AGREEMENT upon material breach of this AGREEMENT by the other PARTY (including, in the case of termination by MILLIPORE, a breach resulting from ANAPTYSBIO’s failure to pay any sums due hereunder) where such default by Yissum to correct such default, provided, however, that if the breach is shall not capable of being cured have been remedied within ninety sixty (9060) days of the receipt of a written notification from the other PARTY identifying the breach and requiring its remedy. Upon termination of this AGREEMENT by ANAPTYSBIO on account of the material breach by MILLIPORE, MILLIPORE shall promptly refund to ANAPTYSBIO the pro rata portion of any research license fees attributable to the period of time following such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementtermination. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings9.4. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for AGREEMENT, ANAPTYSBIO’s licenses under clauses 3.1 and 3.2 with respect to any reason whatsoeverANAPTYSBIO CELL LINES generated before such termination (including, the License without limitation, ANAPTYSBIO’s right to sublicense such ANAPTYSBIO CELL LINES in accordance with clause (d) of Article 5) and ANAPTYSBIO’s rights with respect to ANAPTYSBIO PROTEINS expressed by such ANAPTYSBIO CELL LINES, shall terminate survive such termination and all rights continue in full force and effect, subject to the Licensed Technology (including Research Results) shall revert to Yissum terms and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination conditions of this Agreement AGREEMENT (including, without limitation, Article 4 hereof); provided, however, that if MILLIPORE terminates this AGREEMENT for ANAPTYSBIO’s uncured material breach of any of its payment obligations under Article 4, then ANAPTYSBIO’s licenses with respect to such existing ANAPTYSBIO CELL LINES shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or terminationterminate, including the payment of Royalties and Sub-License RevenuesANAPTYSBIO shall destroy such existing ANAPTYSBIO CELL LINES as specified below in this Article 9. 10.5 9.5. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior AGREEMENT by MILLIPORE pursuant to the effective date of terms hereof, each sublicense by ANAPTYSBIO to a SUBLICENSEE to use the MILLIPORE INTELLECTUAL PROPERTY for COMMERCIAL PURPOSES that was in effect before such termination will survive such termination; provided, however, that (i) such sublicense was granted in accordance with the terms of this AGREEMENT; (ii) such SUBLICENSEE is not the cause of such breach; (iii) such SUBLICENSEE agrees in writing to assume all applicable obligations of ANAPTYSBIO under this AGREEMENT; and (iv) MILLIPORE continues to receive from such SUBLICENSEE all payments under Article 4 that MILLIPORE would have received from ANAPTYSBIO with respect to such SUBLICENSEE’s activities had this AGREEMENT remained in effect. 9.6. ANAPTYSBIO agrees that, upon termination of this AGREEMENT, all MATERIALS and other MATERIALS incorporated in mixtures or combinations with ANAPTYSBIO TECHNOLOGY and/or ANAPTYSBIO PROTEINS in its possession or control, including any in the possession of its CROs or SUBLICENSEES or ANAPTYSBIO PARTNERS, shall be destroyed within thirty (30) days following such termination, unless otherwise agreed in writing by the PARTIES; provided, however, that neither ANAPTYSBIO nor any of its CROs or SUBLICENSEES or ANAPTYSBIO PARTNERS shall be required to destroy or to cease using any existing ANAPTYSBIO CELL LINES to which ANAPTYSBIO retains its license as set forth above in this Article 9 or any ANAPTYSBIO PROTEINS expressed by such ANAPTYSBIO CELL LINES; and provided, further, that notwithstanding anything contained in this AGREEMENT to the contrary, ANAPTYSBIO shall have the right following such termination to sell any inventory of COMMERCIALIZED PRODUCTS and finish and sell any work in progress. ANAPTYSBIO’s obligation pursuant to this paragraph shall not apply if this AGREEMENT is terminated by ANAPTYSBIO on account of the breach of this AGREEMENT by MILLIPORE. 9.7. Articles 1, 56, 7, 8, 99 (including any other provisions specified herein as surviving), 10, 1112, 12 and 13 13, 14 & 15 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination AGREEMENT or a waiver expiration of any rights of either Party against the other Party accruing at or prior to the time of such terminationTERM and continue in full force and effect. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless a. This Agreement shall commence on the Effective Date set forth above and shall terminate the later of (i) three (3) years, from the Effective Date or (ii) six (6) months after the completion of the last Work Order executed by the Parties prior to the third anniversary of the Effective Date, unless earlier terminated, as hereinafter provided, the term terminated by either Party hereto. Extension of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on be subject to future written Agreement between the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentParties. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences b. The representations and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate warranties contained in this Agreement (including the recitals hereto), as well as those rights and/or obligations contained in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination terms of this Agreement for any reason whatsoeverwhich by their intent or meaning have validity beyond the term hereof, the License including without limitations Sections 4, 5.b, 6, 7, 10, 11, 12, 15, 16.a, 18 and 19 hereof, shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, survive the expiration or termination of this Agreement. c. This Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform may be terminated prior to the expiration of the term only under the following conditions: i. BY SUNESIS, if AMRI materially breaches any of the covenants and agreements under this Agreement’s expiration or termination, including the payment upon written notice to AMRI and AMRI fails to cure such breach within thirty (30) days after written notice of Royalties and Sub-License Revenuessuch breach to AMRI. 10.5 Upon termination ii. BY SUNESIS, if AMRI is substantially unable to perform assigned duties hereunder whether due to sickness, disability or incapacity or any other reason upon thirty (30) days written notice to AMRI. iii. BY AMRI, if SUNESIS materially breaches any of the covenants and agreements under this Agreement, upon written notice to SUNESIS and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUNESIS fails to cure such breach within thirty (30) days after written notice of such breach to SUNESIS. iv. Either Party may terminate this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior without cause upon sixty (60) days written notice to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationother Party. 10.6 No termination of v. In the event this Agreement or any Work Order is terminated SUNESIS shall constitute a termination or a waiver of any rights of either Party against pay AMRI for all work completed pursuant to the other Party accruing relevant Work Order(s) currently in effect at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment any non-cancelable or non-refundable expenses incurred by AMRI in connection with the performance of all amounts due Services hereunder. If payments in a terminated Work Order are milestone-based, and the Work Order is terminated after costs have been incurred by AMRI toward achieving such milestone, but such milestone has not yet been achieved, SUNESIS will pay AMRI’s standard fees and expenses incurred for actual work performed up to Yissum through the effective date of termination, not to exceed the actual amount due for completing such milestone. vi. Upon receipt of a termination notice, AMRI shall promptly cease performing any work not necessary for the orderly close out of the affected Project(s), or for the fulfillment of regulatory requirements, and will submit to SUNESIS for review and approval an itemized accounting of the Services completed, any non-cancelable and/or non-refundable expenses reasonably incurred by AMRI relating to the unfinished Work Order or Work Orders, and payments received from SUNESIS in order to determine a balance to be paid by either Party to the other Party. Such balance will be paid within thirty (30) days after receipt and approval of such itemized accounting.

Term and Termination. 10.1 Unless earlier terminated7.1 This LICENSE AGREEMENT, including the licenses granted pursuant to Sections 2.1, 2.2 and 2.3, shall begin on the EFFECTIVE DATE and, unless terminated sooner as hereinafter herein provided, the term of this Agreement shall expire on a country-by-country basis end at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patentthe last to expire VALID CLAIM included in the PATENT RIGHTS. Upon expiration of this LICENSE AGREEMENT under this Section 7.1, Company the licenses granted pursuant to Sections 2.1, 2.2 and 2.3 shall have become a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentup, non-royalty-bearing, perpetual license. 10.2 In the event of a material default or failure 7.2 UNIVERSITY may, by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such defaultLICENSEE, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to immediately terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement LICENSE AGREEMENT in the event that Company LICENSEE has not met its obligations under Article 5.1, and such termination shall constitute UNIVERSITY’s sole remedy, and LICENSEE’s sole liability, with respect to LICENSEE’s failure to meet such obligations. Notwithstanding any other provision of any other paragraph of this LICENSE AGREEMENT, LICENSEE shall be given no remedy for this Article 7.2. 7.3 It is expressly agreed that, notwithstanding the provisions of any other paragraph of this LICENSE AGREEMENT, except as provided in Article 7.2 above, if LICENSEE should materially breach this LICENSE AGREEMENT and fail to cure any such breach within [**] days of receipt of written notice from UNIVERSITY describing such breach or, if such breach is not susceptible to cure within [**] days, fail to initiate a cure within such period and diligently pursue a cure until such breach is actually cured, then UNIVERSITY may terminate this LICENSE AGREEMENT upon written notice thereof, such termination to become involved in insolvency, effective at the end of the applicable cure period. 7.4 If LICENSEE files a petition for or is the subject of a petition for bankruptcy, liquidationor is placed in the hands of a receiver, winding-up assignee, or receivership trustee for the benefit of creditors, whether by the voluntary act of LICENSEE or otherwise, and LICENSEE is unable, within one hundred twenty (120) days following any of the events enumerated above, to secure dismissal, stay or other suspension of such proceedings. Company , then this LICENSE AGREEMENT shall immediately notify Yissum upon commencement of any bankruptcyautomatically terminate, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsinasmuch as permitted under applicable and prevailing law. 10.4 In the event 7.5 LICENSEE may terminate this LICENSE AGREEMENT at any time upon giving written notice of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights not less than sixty (60) days to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesUNIVERSITY. 10.5 7.6 Upon termination of this Agreement for any reasonLICENSE AGREEMENT in whole or in part, nothing herein LICENSEE shall be construed to release either Party from any obligation that matured prior to provide UNIVERSITY with a written inventory of all UNIVERSITY TECHNOLOGY, BIOLOGICAL MATERIALS and LICENSED PRODUCTS in the process of manufacture, in use or in stock as of the effective date of such termination; . Except with respect to termination pursuant to Section 7.3, LICENSEE and Articles 1its AFFILIATES and sublicensees shall have the privilege of disposing of the inventory of such LICENSED PRODUCTS within a period of [**] days of such termination, 5subject to LICENSEE’s payment of any royalties applicable to the sale of such LICENSED PRODUCTS hereunder. LICENSEE and its AFFILIATES and sublicensees will also have the right to complete performance of all contracts for the sale of LICENSED PRODUCTS by LICENSEE requiring use of UNIVERSITY TECHNOLOGY or PATENT RIGHTS (except in the case of termination pursuant to Section 7.3) within and beyond said period of [**] days provided that, 7unless otherwise agreed by the parties, 8, 9, 10, 11, 12 and 13 shall survive the remaining term of any such terminationcontract does not exceed one year. Nothing in this Section 7.6 shall be construed to limit the provisions of Section 6.4. 10.6 No 7.7 Any termination or expiration under any provision of this Agreement LICENSE AGREEMENT shall constitute a not relieve either party of its obligation which have accrued as of the effective date of such termination or a waiver expiration, including the obligation of LICENSEE to pay any rights of either Party against the royalty or other Party accruing fees due or owing at or prior to the time of such terminationtermination or expiration. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated11.1 If LICENSEE ceases to carry on its business, as hereinafter providedthis Agreement shall terminate upon written notice by MICHIGAN attempted to be delivered to the address for notices provided in Article 13. 11.2 If LICENSEE fails to make any payment due to MICHIGAN, the term upon ten (10) days’ written notice by MICHIGAN, this Agreement shall automatically terminate unless MICHIGAN specifically extends such date in writing. Such termination shall not foreclose MICHIGAN from collection of any amounts remaining unpaid or seeking other legal relief. 11.3 Upon any material breach or default of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, by LICENSEE (other than as specifically provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written noticeherein, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such terms of which shall take precedence over the handling of any other material breach as promptly as practicable. In any eventor default under this Paragraph), if a curable breach MICHIGAN has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement in the event that Company effective on thirty (30) days’ written notice to LICENSEE. Such termination shall become involved in insolvency, bankruptcy, liquidation, winding-up automatically effective upon expiration of the thirty day period unless LICENSEE cures the material breach or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or default before the placing of an attachment on its assetsperiod expires. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 11.4 LICENSEE has the right to terminate this Agreement at any time on three ninety (390) months advance days’ written notice to Yissum, and upon payment of MICHIGAN if LICENSEE first: (a) pays all amounts due to Yissum MICHIGAN through the effective date of the termination; (b) submits a final report of the type described in Paragraph 4.2; (c) returns any patent documentation (including that exchanged under Article 7) and any other confidential or trade-secret materials provided to LICENSEE by MICHIGAN in connection with this Agreement, or, with prior approval by MICHIGAN, destroys such materials, and certifies in writing that such materials have all been returned or destroyed; (d) suspends its manufacture, use and sale of the LICENSED PROCESS(ES) AND LICENSED PRODUCT(S); (e) provides MICHIGAN with all data and know-how developed by LICENSEE in the course of LICENSEE’s efforts to develop LICENSED PRODUCTS and LICENSED PROCESSES; MICHIGAN shall have the right to use such data and know-how for any purpose whatsoever, including the right to transfer same to future licensees; and (f) provides MICHIGAN access to any regulatory information filed with any U.S. or foreign government agency with respect to LICENSED PRODUCTS and LICENSED PROCESSES. Upon notice of intent to terminate, MICHIGAN may elect to immediately terminate this Agreement upon written notice. 11.5 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 any previously accrued rights and obligations and further as follows: (1) obligations to pay royalties and other sums, or to transfer equity or other consideration, accruing hereunder up to the day of such termination, whether or not this Agreement provides for a number of days before which actual payment is due and such date is after the day of termination; (2) MICHIGAN’s rights to inspect books and records as described in Article 4, and LICENSEE’S obligations to keep such records for the required time; (3) 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; (4) the provisions of Articles 1, 9, 10, and 14; and (5) all other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both parties. 11.6 After the license(s) granted herein terminate, if LICENSEE has filed patent applications or obtained patents to any modification or improvement to LICENSED PRODUCTS or LICENSED PROCESSES within the scope of the PATENT RIGHTS, LICENSEE agrees upon request to enter into good faith negotiations with MICHIGAN or MICHIGAN’s future licensee(s) for the purpose of granting licensing rights to said modifications or improvements in a timely fashion and under commercially reasonable terms. 11.7 If LICENSEE asserts the invalidity or unenforceability of any claim included in the PATENT RIGHTS, including by way of litigation or administrative proceedings, either directly or through any other party, then MICHIGAN shall have the right to immediately terminate this Agreement upon written notice to LICENSEE.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this 12.1. This Grant Agreement shall expire enter into effect on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, […..] and expires on [..] after the eleventh anniversary starting date of the First Commercial Sale Research Project, unless it is terminated prematurely in such country, thereafter the License in such country shall expire, provided in each case that Company accordance with this Clause.. 12.2. Parties may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, agree to terminate this AgreementGrant Agreement upon mutual written agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings12.3. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall Hartstichting will have the right to terminate this Grant Agreement at any time with respect to a Participant or completely: i. with immediate effect on three (3) months advance written notice to Yissumthe particular Participant or all Participants as applicable, in the event of a material breach of a Participant under this Grant Agreement which breach the breaching Participant has failed to remedy (if capable of remedy) within thirty (30) days of being given written notice thereof by ▇▇▇▇▇▇▇▇▇▇▇▇▇; ii. with immediate effect on written notice if one of the Participants is not executing the Research Project in accordance with the Project Application and upon payment this Participant has not resolved the fault within a term of 30 days after having been given written notice of default by ▇▇▇▇▇▇▇▇▇▇▇▇▇; iii. with immediate effect on written notice to the particular Participant or all amounts due Participants as applicable in the event that a Participant becomes insolvent or makes any arrangement with its creditors or has a receiver or administrator appointed to Yissum through the effective date whole or any part of its assets or if an order shall be made or a resolution passed for its winding up, unless such order is part of a scheme for its reconstruction; iv. with immediate effect on written notice to all Participants in the event that the Minister of Economic Affairs withdraws the PPP Allowance in part or in whole; v. if obstacles of such a nature have arisen that in the Hartstichting reasonable judgement continuation of the Project activities will not lead to the intended results. 12.4. Participants will have the right to terminate this Grant Agreement with immediate effect on written notice if (i) Hartstichting has not paid all or part of the PPP Allowance in accordance with the dates set out in the Budget and (ii) no suspension, reduction or withdrawal applies as set out in Section 3.5 or Clause 11 and (iii) Hartstichting has failed to pay such amount within thirty (30) days of being given written notice thereof by the Research Leader. 12.5. In addition, Hartstichting will have the right to terminate this Grant Agreement with immediate effect on written notice to Participants, without liability, if (i) Stichting LSH-TKI has not paid all or part of the PPP Allowance to Hartstichting in accordance with the dates set out in the Budget and (ii) no decision by Stichting LSH-TKI to suspend, reduce or withdraw the PPP Allowance is in effect; and (iii) Stichting LSH-TKI has failed to pay such amount within thirty (30) days of being given written notice thereof by Hartstichting. 12.6. In the event of termination by Hartstichting pursuant to Section 12.3 (i) or (iv) the particular Participant or all Participants for whom the Grant Agreement has been terminated shall repay all PPP Allowance received until the day of termination. 12.7. In the event of termination by Hartstichting pursuant to Section 12.3 (iii) or (v) the particular Participant or all Participants for whom the Grant Agreement has been terminated shall repay all PPP Allowance received but not allocated until the day of termination, at the first request of Stichting LSH-TKI. 12.8. In the event of termination by the Participants pursuant to Section 12.4, the Participants will have the right to receive the PPP Allowance granted to them for the work performed under the Project in accordance with the allocation set out in the Budget. Such amount shall be paid by Hartstichting subject to Section 3.5. 12.9. In the event that a Participant (i) voluntarily withdraws from the Project or (ii) if a Participant's participation is terminated by the other Participants in accordance with ICA, such Participant shall repay all PPP Allowance received until the day of termination.

Term and Termination. 10.1 (a) Unless earlier terminated, as hereinafter provided, the term of otherwise terminated this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existsupon the later of (i) expiration, lapse or if no invalidation of the last to expire Corixa Patent was or Joint Research Program Patent issued in any country or (ii) ten (10) years after first commercial sale of a country, on Product in the eleventh anniversary last country in which a Product is commercially launched. Expiration of the First Commercial Sale in such country, thereafter the License in such country this Agreement under this provision shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by not preclude SB from continuing to pay 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 consideration Research Program, 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 section 3Subparagraphs 5(a) (i) through (ix) will be guaranteed and non-refundable. In countires where Failure by Corixa to conduct the Research Program materially as detailed in Exhibit D shall be considered a Patent was registered, after the expiration breach of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up Agreement and sublicenseable License be subject to Paragraph 17(c) below and any amount previously paid by SB may be submitted for consideration in relation arbitration pursuant to that PatentSection 12. 10.2 In (c) If either party materially breaches the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of Agreement and if such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety sixty (9060) days (or in the case of non-payment pursuant to Sections 5 or 6, then fourteen (14) days) after receiving written notice from the other party with respect to such written noticebreach, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, windingnon-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company breaching party shall have the right to terminate this Agreement by giving written notice to the 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 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 (90) 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 thereof. In that event the licence granted hereunder to SB with respect to said country of the Territory shall revert back to Corixa. Such Minimum Diligence Period may be reduced below [***] by mutual agreement of the parties. (e) Either party may terminate this Agreement if, at any time time, the other party shall file in any court or agency pursuant to any statute or regulation of the United States or of any individual state or foreign country, a petition in bankruptcy 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 in any insolvency proceeding, and such petition shall not be dismissed with sixty (60) days after the filing thereof, or if the other party shall propose or be a party to any dissolution or liquidation, or if the other party shall make an assignment for the benefit of creditors. (f) Notwithstanding 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 three or after the second anniversary of this Agreement by giving six (36) months advance prior written notice to YissumCorixa. In the event SB terminates this Agreement effective as of the second anniversary of this Agreement, and upon payment the Milestone Payment provided for in Paragraph 5(a) shall not be due regardless of all amounts due whether or not the Milestone has been achieved. Thereafter, even if the Milestone has been achieved, SB may still elect to Yissum through terminate this Agreement in which case SB shall be relieved of the effective date of terminationobligation to make the Milestone Payment.

Term and Termination. 10.1 8.1 Unless earlier terminatedotherwise terminated as set forth herein, as hereinafter provided, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued continue in a country, on force until the eleventh anniversary expiration date of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights last issued patent relating to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesProducts. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company 8.2 UTIF shall have the right to terminate this Agreement, upon sixty (60) days written notice to Seaphire if Seaphire fails or refuses to make any payments hereunder (except in the event that Seaphire in good faith believes that UTIF has breached any of its obligations under this Agreement at and has given UTIF written notice thereof, or in the event that there is a noticed Dispute between the Parties with respect to any time on three amounts owed by Seaphire, and in either case the disputed payment amount may be withheld), fails to make reasonable efforts to market and sell the Licensed Products or to commercialize the Licensed Technology, fails to provide funding for the Research Plan set forth in Appendix C in accordance with the terms of any agreements pertaining thereto, or materially defaults in the performance of any of its other obligations set form in this Agreement, unless all material defaults specified have been substantially cured within such sixty (360) day period. 8.3 In the event of any termination of this Agreement by UTIF pursuant to Paragraph 8.2 above, Seaphire shall continue to have a non-exclusive license to make, have made, use, and sell Licensed Products for a period of six (6) months advance notice thereafter, to Yissumpermit Seaphire to complete any then-existing contracts for the manufacture of Licensed Products and disposal of any inventory of Licensed Products. Any such sale or other disposition of licensed Products will be subject to the payment provided for under this Agreement. Following such six (6) month period, Seaphire shall totally cease all further manufacture, use, having made and upon payment sale of all amounts due Licensed Products. 8.4 This Agreement and the rights granted hereunder shall terminate immediately and revert automatically to Yissum through UTIF in the event of any order made or effective resolution passed for the winding-up, liquidation or dissolution of Seaphire, or if Seaphire ceases or threatens to cease to carry out its business, or if Seaphire commits or threatens to commit an act of bankruptcy or becomes insolvent or makes a sale of the whole or part of its assets in bulk, or if bankruptcy or insolvency proceedings are instituted relating to Seaphire, or if a receiver or receiver/manager is appointed for Seaphire, or if an assignment is made for the benefit of Seaphire’s creditors. Such termination shall not impair or prejudice any other right or remedy that UTIF may otherwise have under this Agreement. 8.5 Termination or expiration of this Agreement for any reason shall not relieve Seaphire of any obligations to make payments under Section 6 that were payable as of the effective date of terminationtermination or expiration.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, 12.1 This Agreement shall commence on the term Effective Date and shall continue for a period ending upon termination in accordance with this Section 12 (the “Term”). Upon termination of this Agreement shall expire on a country-by-country basis at Agreement, Test Laboratory agrees that, unless otherwise instructed by OmniAir or the applicable Applicant, it will complete all testing Services then in progress pursuant to written agreements in effect with other Applicants immediately prior to such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3termination. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions termination of this Agreement, Company the Applicants shall have ninety be responsible for unpaid fees charged for Services rendered by Test Laboratory through the effective date of termination and for expenses incurred by Test Laboratory in accordance with the terms of this Agreement through the effective date of termination. 12.2 Either party may terminate this Agreement without cause upon 60 days prior written notice to the other party. 12.3 Either party may terminate this Agreement immediately without notice in the event of any attempted assignment by the other party in violation of Section 14.2 herein. 12.4 In addition, either party may terminate this Agreement if the other party becomes insolvent or files a voluntary or involuntary proceeding in bankruptcy, or has a receiver appointed to administer its assets, or if the other party becomes subject to a dissolution, liquidation or other winding- up of its business. Either party may terminate this Agreement if the other party commits a breach of any material provision of this Agreement (90which, for purposes of termination by OmniAir, shall include without limitation, any failure of Test Laboratory to comply with the Authorized Test Laboratory Requirements) and such breach remains uncured for 30 days after or more following the giving of written notice of such default by Yissum breach to correct such default, provided, however, that if the breaching party. In the event the breach is not capable of being cured within ninety (90) days of such written noticea nature that can be cured, then the Agreement non-breaching party may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in immediately upon written notice thereof. (Reference is made to Section 10 of the event that Company shall become involved in insolvencyOmniAir Authorized Test Laboratory Program Manual regarding causes for suspension from the OmniAir Authorized Test Labs List, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement availability of corrective actions and withdrawal of Test Laboratory authorization.) 12.5 Upon any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement, Test Laboratory will be immediately removed from the OmniAir Authorized Test Laboratory List and the parties’ respective rights and obligations under this Agreement shall immediately cease, except that Test Laboratory's obligation to pay Certification Program Fees for any reason whatsoeverwhich Test Laboratory received notification at least thirty (30) days prior to such termination in accordance with Section 10. 12.6 The parties’ respective rights and obligations pursuant to Sections 4, the License shall terminate 11, 12.5, 13 and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination 14 of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to survive regardless of the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date cause of termination.

Term and Termination. 10.1 Unless 12.1 This Agreement, unless earlier terminatedterminated as provided herein, as hereinafter providedshall 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), the term of then this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each terminate upon written notice by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentLICENSORS. 10.2 In the event of a material default or failure by Company 12.3 If LICENSEE fails to perform make any of the termspayment due to LICENSORS, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum LICENSORS shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, 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 event that Company shall become involved in insolvencytime the [***] day period expires, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum LICENSORS may terminate this Agreement upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetswritten notice to LICENSEE. 10.4 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 take precedence over this Paragraph 12.4, where applicable), LICENSORS shall have the right 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, through ordinary, declaratory or any other form of termination of relief, to invalidate any PATENT RIGHTS under this Agreement, LICENSORS may immediately terminate this Agreement for any reason whatsoever, the License shall terminate and all rights jointly but not solely upon written notice to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesLICENSEE. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 12.6 LICENSEE has the right to terminate this Agreement at any time on three (3) months advance [***] days’ written notice to Yissumeither LICENSORS, and upon payment of with or without cause. In such a case, LICENSEE shall: (a) pay all amounts due to Yissum 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 contrary, all rights and obligations of the 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 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 required time; (3) Obligations to hold harmless, defend and indemnify LSU and the University of Warsaw and their board members, officers, employees and agents, and to maintain insurance, and all other obligations under Article 11; (4) Any cause of action or claim of LICENSEE or LICENSORS accrued or to accrue because of any breach or default by the other party hereunder; (5) The provisions of Articles 1, 9, 14 and 15; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both parties.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 9.1 The term of this Agreement license shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, begin on the eleventh anniversary Effective Date of this Agreement and continue until the later of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case date that Company may extend the term of the Agreement on no Licensed Patent remains a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentpending application or an enforceable patent. 10.2 In the event of a material default or failure 9.2 Licensee may terminate this Agreement at any time by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety giving at least sixty (9060) days after the giving of written notice of such default termination to Licensor. Such a notice shall be accompanied by Yissum to correct such default, provided, however, that a statement of the reasons for termination. 9.3 Licensor may terminate this Agreement if the breach (a) Licensee (i) is delinquent on any report or payment; (ii) is not capable diligently developing and commercializing Licensed Products and Licensed Processes; (iii) misses a milestone described in Appendix D; (iv) is in breach of being cured any provision; (v) provides any false report; (vi) goes into bankruptcy, liquidation or proposes having a receiver control any assets, except where the company undergoes restructuring outside of bankruptcy ; (vii) violates any laws or regulations of applicable government entities; or (viii) shall cease to carry on its business pertaining to Licensed Patents; or (b) if payments of earned royalties under Section 4.3, once begun, cease for more than two (2) calendar quarters. Termination under this Section 9.3 will take effect 30 days after written notice by Licensor, unless Licensee remedies the problem in that 30-day period, except that termination under Section 9.3 (vi) will occur immediately and automatically upon the occurrence of the event and require no action by Licensor. 9.4 If Licensee or any of its Affiliates brings a Patent Challenge against Licensor, or assists another party in bringing a Patent Challenge against Licensor (except as required under a court order or subpoena), then Licensor may immediately terminate this Agreement and/or the license granted hereunder. If a Sublicensee brings a Patent Challenge against Licensor, or assists another party in bringing a Patent Challenge against Licensor (except as required under a court order or subpoena), then Licensor may send a written demand to Licensee to terminate such Sublicense. If Licensee fails to so terminate such Sublicense within ninety forty-five (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (9045) days after notice requesting cureLicensor’s demand, Yissum shall have the right, at its option, to Licensor may immediately terminate this Agreement.Agreement and/or the license granted hereunder Initials /s/ VLM MP1735585.1 10.3 Yissum shall have the right9.5 If Licensee, at any of its optionAffiliates or a Sublicensee (i) brings a Patent Challenge against Licensor or (ii) assists another party in bringing a Patent Challenge against Licensor (except as required under a court order or subpoena), and if Licensor does not choose to exercise its rights to terminate this Agreement pursuant to Section 9.4 then, in the event that Company shall become involved in insolvencysuch the Patent Challenge is successful, bankruptcyLicensee will have no right to recoup any consideration, liquidationincluding royalties, winding-up or receivership proceedingspaid during the period of challenge. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of that the Patent Challenge is unsuccessful, Licensee shall reimburse Licensor for all reasonable legal fees and expenses incurred in its defense against the Patent Challenge. 9.6 Licensor may immediately terminate this Agreement upon the occurrence of the second separate default by Licensee within any consecutive three-year period for failure to pay royalties, patent or any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesexpenses when due. 10.5 9.7 Upon the termination of this Agreement for any reason, nothing herein shall be construed to release either Party party from any obligation that matured prior to the effective date of such termination; . Licensee shall remain obligated to provide an accounting for and Articles 1to pay royalties earned to the date of termination, 5and any minimum royalties shall be prorated as of the date of termination by the number of days elapsed in the applicable calendar year. Licensee may, 7however, 8, 9, 10, 11, 12 and 13 shall survive any after the effective date of such termination. 10.6 No termination , sell all Licensed Products, and complete Licensed Products in the process of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing manufacture at or prior to the time of such terminationtermination and sell the same, provided that Licensee shall remain obligated to provide an accounting for and to pay running royalties thereon. 10.7 Company 9.8 Licensee shall have be obligated to deliver to Licensor, within ninety days of the right to terminate date of termination of this Agreement at any time on three (3) months advance notice to Yissumagreement, complete and upon payment unredacted copies of all amounts due to Yissum through the effective date documentation prepared for or submitted for all regulatory approvals of terminationLicensed Products or Licensed Processes.

Term and Termination. 10.1 Unless 15.1. This Agreement shall become effective on the date it is signed by both PARTIES. 15.2. This Agreement (unless terminated earlier terminated, under a relevant provision set forth in this Agreement) shall terminate thirty (30) days after successful completion as hereinafter provided, per Section 7. 15.3.1 This Agreement may be terminated by SURGIVISION without reimbursement to SIEMENS at any time by giving not less than four weeks’ prior written notice to SIEMENS (i) if SIEMENS is declared bankrupt or otherwise cannot fulfill its financial obligations; (ii) if SIEMENS substantially defaults in the term performance of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on and does not remedy the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, default within 4 weeks after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event receipt of a material default or failure by Company relevant request of SURGIVISION; (iii) if SURGIVISION reasonably comes to perform any of the termsconclusion that [***], covenants or provisions the tasks of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, Agreement cannot be carried out at all or would not be economically reasonable; provided, however, that if the breach is not capable before SURGIVISION may exercise this termination right (i.e., giving written notice of being cured within ninety termination pursuant to this provision), SURGIVISION must have (901) days notified SIEMENS in writing of such written noticeSURGlVISlON’s technical, the market or economic concerns and (2) exercised commercially reasonable efforts to work with SIEMENS to address or resolve those concerns, [***]; 15.3.2 This Agreement may not be terminated so long as Company commences by SIEMENS without reimbursement to SURGIVISION at any time by giving not less than four weeks prior written notice to SURGIVISION (i) if SURGIVISION is declared bankrupt or otherwise cannot fulfill its financial obligations; [***] Indicates portions of this exhibit that have been omitted and is taking commercially reasonable actions filed separately with the Securities and Exchange Commission pursuant to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementrequest for confidential treatment. 10.3 Yissum shall have the right, at its option, to terminate this Agreement (ii) if SURGIVISION substantially defaults in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination performance of this Agreement for any reason whatsoeverand does not remedy the default within four (4) weeks after receipt of a relevant request of SIEMENS; (iii) if SIEMENS reasonably comes to the conclusion that due to [***], the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination tasks of this Agreement shall cannot release Company be carried out at all or would not be economically reasonable; provided, however, that before SIEMENS may exercise this termination right (i.e., giving written notice of termination pursuant to this provision), SIEMENS must have (1) notified SURGIVISION in writing of SIEMENS’ technical, market or economic concerns and (2) exercised commercially reasonable efforts to work with SURGIVISION to address or resolve those concerns, [***]; (iv) if SURGIVISION knowingly provides wrong or misleading information to SIEMENS according to Section 14.1 or purposefully omits information relevant for the FIELD or the PRODUCT that would prevent SIEMENS from making an informed decision according to Section 14.1; (v) if SURGIVISION sells or transfers any of its obligation patents relating to carry out any financial its CATHETER TECHNOLOGY or other obligation which it was liable to perform PERIPHERAL TECHNOLOGY, as contemplated in Section 14.1, without the prior consent of SIEMENS; (vi) If the CATHETER TECHNOLOGY is not completely developed on May 1st, 2010, as defined in ANNEX 3, and therefore the INTEGRATION WORK cannot be completed. 15.4. Except as expressly provided to the contrary in this Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesSections 2.5, 2.7, 2.8, 3.2, 3.3, 3.6. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 83.10, 9, 10, 11, 12 13, 14, 15, 16, 17.2, 17.3. 17.4, 18 and 13 19 shall survive any such termination of this Agreement; provided, however, that Sections 2.5, 3.2 and 3.6 shall survive only to the extent of any obligation accruing prior to termination. During the exclusivity periods according to Section 9, Section 15.3 (other than 15.3.1(iii) and 15.3.2(iii)) shall apply analogously with regard to the termination of the exclusivity. 10.6 No 15.5. In the event this Agreement is terminated prior to the expiration of its term according to Section 15.2, (i) Section 9 shall not survive the termination of this Agreement with respect to any region in which the PRODUCT has not received regulatory approval and been clinically released as of the date of termination, and (ii) Section 14.8 shall constitute a survive the termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at only for any time on three (3) months advance notice to Yissum, region in which the PRODUCT has received regulatory approval and upon payment been clinically released as of all amounts due to Yissum through the effective date of termination. 15.6. In case of termination of this Agreement according to Sections 15.3.1 (iii) or 15.3.2

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the This MSA shall have an initial term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued two (2) years from the Effective Date (the “Initial Term”). This MSA may be terminated during the Initial Term only in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure default. After the Initial Term this MSA will continue to be in effect until canceled at the option of either party by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety providing thirty (9030) days after the giving of written notice of such default by Yissum to correct such default, the other party; provided, however, that if the breach is said cancellation shall not capable relieve either party of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up obligation arising from or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights incident to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform Work performed hereunder prior to the Agreement’s expiration or terminationsuch cancellation being effective. Additionally, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company party shall have the right to terminate this Agreement at any time on three (3) months advance MSA effective immediately by giving written notice to Yissumthe breaching party that termination is made for cause. Such written notice must set forth the conditions constituting cause. Situations which shall entitle either party to terminate the MSA for cause shall include, but not be limited to, any of the following: (a) Any material breach of this MSA; (b) Violation of any applicable governmental law, statute, regulation, edict, order; or (c) An assignment of the rights granted hereunder to a third party without the written consent of the other party to this MSA (d) Any breach of this MSA if such breach is not cured within seven (7) business days from receipt of notice sent by the non-defaulting party specifying the breach. NOV reserves the right to terminate this MSA effective immediately if DNOW becomes insolvent, makes an assignment for the benefit of creditors, institutes or is the subject of any proceedings under any applicable laws for relief from creditors, insolvency, receivership, bankruptcy, winding-up or dissolution, appoints a receiver, trustee, monitor or liquidator over any assets of DNOW or ceases to carry on business. Upon termination for cause, NOV shall be entitled to obtain the Goods and upon payment complete the Services by commercially reasonable means through third parties and DNOW shall be liable for any additional costs incurred to effect such supply of all amounts due to Yissum through the effective date Goods and completion of the Services. Notwithstanding the foregoing, the provisions contained in Sections 4, 5, 6, 7 and 8 of this MSA shall survive any such termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this 12.1. This Grant Agreement shall expire enter into effect on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, [ ] and expires on [..] after the eleventh anniversary starting date of the First Commercial Sale Research Project, unless it is terminated prematurely in such country, thereafter the License in such country shall expire, provided in each case that Company accordance with this Clause.. 12.2. Parties may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, agree to terminate this AgreementGrant Agreement upon mutual written agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings12.3. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall Hartstichting will have the right to terminate this Grant Agreement at any time with respect to a Participant or completely: i. with immediate effect on three (3) months advance written notice to Yissumthe particular Participant or all Participants as applicable, in the event of a material breach of a Participant under this Grant Agreement which breach the breaching Participant has failed to remedy (if capable of remedy) within thirty (30) days of being given written notice thereof by Hartstichting; ii. with immediate effect on written notice if one of the Participants is not executing the Research Project in accordance with the Project Application and upon payment this Participant has not resolved the fault within a term of 30 days after having been given written notice of default by Hartstichting; iii. with immediate effect on written notice to the particular Participant or all amounts due Participants as applicable in the event that a Participant becomes insolvent or makes any arrangement with its creditors or has a receiver or administrator appointed to Yissum through the effective date whole or any part of its assets or if an order shall be made or a resolution passed for its winding up, unless such order is part of a scheme for its reconstruction; iv. with immediate effect on written notice to all Participants in the event that the Minister of Economic Affairs withdraws the PPP Allowance in part or in whole; v. if obstacles of such a nature have arisen that in the Hartstichting reasonable judgement continuation of the Project activities will not lead to the intended results. 12.4. Participants will have the right to terminate this Grant Agreement with immediate effect on written notice if (i) Hartstichting has not paid all or part of the PPP Allowance in accordance with the dates set out in the Budget and (ii) no suspension, reduction or withdrawal applies as set out in Section 3.5 or Clause 11 and (iii) Hartstichting has failed to pay such amount within thirty (30) days of being given written notice thereof by the Research Leader. 12.5. In addition, Hartstichting will have the right to terminate this Grant Agreement with immediate effect on written notice to Participants, without liability, if (i) Stichting LSH-TKI has not paid all or part of the PPP Allowance to Hartstichting in accordance with the dates set out in the Budget and (ii) no decision by Stichting LSH-TKI to suspend, reduce or withdraw the PPP Allowance is in effect; and (iii) Stichting LSH-TKI has failed to pay such amount within thirty (30) days of being given written notice thereof by Hartstichting. 12.6. In the event of termination by Hartstichting pursuant to Section 12.3 (i) or (iv) the particular Participant or all Participants for whom the Grant Agreement has been terminated shall repay all PPP Allowance received until the day of termination. 12.7. In the event of termination by Hartstichting pursuant to Section 12.3 (iii) or (v) the particular Participant or all Participants for whom the Grant Agreement has been terminated shall repay all PPP Allowance received but not allocated until the day of termination, at the first request of Stichting LSH-TKI. 12.8. In the event of termination by the Participants pursuant to Section 12.4, the Participants will have the right to receive the PPP Allowance granted to them for the work performed under the Project in accordance with the allocation set out in the Budget. Such amount shall be paid by Hartstichting subject to Section 3.5. 12.9. In the event that a Participant (i) voluntarily withdraws from the Project or (ii) if a Participant's participation is terminated by the other Participants in accordance with ICA, such Participant shall repay all PPP Allowance received until the day of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 6.1 The term of this Agreement AGREEMENT (the "TERM") shall expire commence and become effective on a countrythe date first written above and shall, unless sooner terminated pursuant to this Paragraph 6, and shall remain effective until one hundred and twenty (120) days after the latest to occur of: (a) the completion of disclosure by PALATIN to NMP all of the DEVELOPMENT PROGRAM RESULTS; (b) confirmation by PALATIN in writing to NMP that any continuations, continuations-byin-country basis at such time when no Valid Claim existspart directed to subject matter specifically described in the patent applications listed in EXHIBIT-A, divisionals, reissues or extensions of any of the foregoing have been properly made in the United States covering any MIDAS TECHNOLOGIES derived from the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT (to the extent patentable); and (c) receipt by NMP from PALATIN of copies of all the MIDAS PATENTS, inclusive of those stipulated in above item 6.1(b), above; (d) expiration of the Exercise Period, if NMP has not delivered to PALATIN an EXERCISE NOTICE in accordance with Paragraph 5.1, above, and paid to PALATIN the sum of [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] in accordance with Paragraph 4.1.4, above; and (e) if NMP has delivered to PALATIN an EXERCISE NOTICE in accordance with Paragraph 5.1, above, and [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] in accordance with Paragraph 4.1.4, above: (i) the date PALATIN and NMP enter into the LICENSE AGREEMENT, or if no Patent was issued in a country, on the eleventh anniversary (ii) expiration of the First Commercial Sale in such countryFIRST REFUSAL PERIOD. 6.2 Prior to termination, thereafter the License in such country shall expire, provided in each case that Company PALATIN and NMP may extend the term of the Agreement on a country-by-country basis for additional period of one year each this AGREEMENT by continuing mutual written agreement, in their respective sole discretion. 6.3 This AGREEMENT will terminate prior to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patentthe TERM: 6.3.1 automatically, Company if either of the PARTIES shall have enter into a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License liquidating bankruptcy and/or if the business of either of the PARTIES shall be placed in relation to that Patent. 10.2 In the event hands of a material default receiver, assignee, or failure trustee, whether by Company to perform any voluntary act or otherwise; provided that if it is involuntary, termination shall not take place unless the act is not reversed within ninety (90) days; or 6.3.2 upon thirty (30) days written notice if either of the termsPARTIES shall be materially in breach or default of any obligation under this AGREEMENT; provided however, covenants the breaching or provisions defaulting PARTY may avoid such termination if before the end of this Agreementsuch period it notifies the other PARTY (1) that such breach of default has been cured and states the manner of such cure or (2) that it has commenced steps to cure such breach or default and is diligently pursuing such steps, Company shall have if such breach cannot be cured within thirty (30) days, or 6.3.3 upon written agreement between the PARTIES, in their respective sole discretion; or 6.3.4 at any time upon ninety (90) days after the giving of written notice given by NMP to PALATIN, with or without cause. Termination of such default this AGREEMENT by Yissum NMP under this Paragraph 6.3.4 shall not entitle NMP to correct such default, provided, however, that if the breach is not capable reimbursement of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions any consideration then paid to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this AgreementPALATIN. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 6.4 Upon termination of this Agreement AGREEMENT in accordance with this Paragraph 6 for any reason, nothing herein shall be construed to release either Party any PARTY from any obligation that matured for any breach(s) of this AGREEMENT incurred prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless 1. This Agreement enters into force on the Effective Date and remains in full force and effect until the last Licensed Patent has expired unless terminated earlier terminated, as hereinafter provided, in accordance with this Article 15 (expiry of the term of Agreement). 2. Licensee may terminate this Agreement shall expire effective on December 31 of any year subject to a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued 6 months’ written notice period. 3. Licensor may terminate the Agreement – without compensation – in the event that: - Licensee ceases to be a country, on the eleventh anniversary Member of the First Commercial Sale in such country, thereafter the License in such country shall expire, ACLP and provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of Licensor gives written notice of such default termination within two (2) months of the Licensee’s Membership being terminated; - a change in Control of Licensee occurs, as notified to Licensor by Yissum Licensee as soon as practically possible, including through divestment of Licensee’s entire business related to correct such defaultthe Crop, provided, however, that if whereby the breach new owner is not capable a Member of being cured the ACLP and does not become a Member of the ACLP within ninety (90) days the course of 12 months after the effectiveness of the change in Control, provided that Licensor gives written notice of such written noticetermination, which shall have immediate effect. For the avoidance of doubt, a partial transfer of the business of Licensee to a third party shall not qualify as a change of Control giving rise to a possible termination of the Agreement pursuant to this Article 15.3, it being understood that the acquiring third party shall have no rights under this Agreement. 4. This Agreement dissolves by operation of law with immediate effect at the moment Licensee is unable to pay its debts, suspends payment, becomes insolvent or enters liquidation, Licensee makes an assignment or other arrangement for the benefit of its creditors, a receiver or trustee is appointed with respect to Licensee or its assets, a petition in reorganization or bankruptcy has been filed, Licensee has been declared bankrupt, or Licensee has ceased to trade (in whole or in part). 5. Any sublicense granted to a sublicensee pursuant to Article 2.2 of this Agreement dissolves by operation of law with immediate effect at the moment (i) this Agreement terminates, or (ii) one of the following events occurs: the sublicensee is unable to pay its debts, suspends payment, becomes insolvent or enters liquidation, the Agreement may not be terminated so long as Company commences and sublicensee makes an assignment or other arrangement for the benefit of its creditors, a receiver or trustee is taking commercially reasonable actions appointed with respect to cure such breach as promptly as practicablethe sublicensee or its assets, a petition in reorganization or bankruptcy has been filed, the sublicensee has been declared bankrupt, or the sublicensee has ceased to trade (in whole or in part). This Article 15.5 shall also apply mutatis mutandis to the license granted to Affiliates pursuant to Article 2.1 of this Agreement. 6. In any eventcase of material breach, if a curable the non-breaching Party shall give formal notice thereof to the breaching Party. If – and provided that remedying is still possible - the material breach has not been cured sufficiently remedied within ninety 60 (90sixty) days after notice requesting cure, Yissum shall have from the right, at its option, to terminate this Agreement. 10.3 Yissum shall have date of the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoeverformal notice, the License shall terminate and all rights non-breaching Party may dissolve the Agreement without prior judicial proceedings (buitengerechtelijke ontbinding / résolution extrajudiciaire), by giving written notice to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesParty. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter providedSubject to your payment of all Fees, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, starts on the eleventh anniversary of date indicated in the First Commercial Sale Invoice and shall continue in effect for a one-year period or such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional other period of one year each by continuing to pay the consideration expressly set forth in section 3the Invoice (“Initial Term”). In countires where Subject to your payment of the renewal and other Fees, this Agreement shall renew automatically for successive one-year terms or such other period as expressly set forth in the Invoice (each a Patent was registered“Renewal Term”). This Agreement shall terminate upon (a) your failure to timely pay any renewal or other Fees, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License as specifically set forth in relation to that Patent. 10.2 In the event any Invoice; (b) your delivery of a material default or failure by Company written notice of termination to perform SAGE 14 days prior to the commencement of each Renewal Term, provided that you are not in breach of any of the terms, covenants or provisions terms of this Agreement, Company shall have ninety ; or (90c) days after the giving your breach of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the this Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions failure to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) 30 days after written notice requesting curethereof by SAGE, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event provided that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and SAGE hereby reserves all rights and remedies available to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofit as a result of such breach. Notwithstanding the aforesaid, the Upon expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein you acknowledge and agree that you shall not be construed entitled to release either Party from a refund or offset of any amounts owed or paid to SAGE. Unless otherwise provided herein, remedies are cumulative and there is no obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No exercise a particular remedy. Expiration or termination of this Agreement shall constitute a termination not prejudice, limit, or a waiver of restrict any other rights of or remedies either Party against party may have arising prior to such expiration or termination. To the other Party accruing at or maximum extent permitted by law, SAGE has no obligation to refund any amounts paid by you. This Agreement may be amended by SAGE by providing you with forty five (45) days written notice prior to the time end of such terminationthe Initial Term or each Renewal Term. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 9.1 Unless earlier terminated, otherwise terminated by one or both parties as hereinafter providedexpressly authorized in this Agreement, the term of this Agreement with respect to YIELDUP PATENT RIGHTS and IMPROVEMENT PATENT RIGHTS shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary end of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the enforceable term of the last to expire of licensed YIELDUP PATENT RIGHTS and IMPROVEMENT PATENT RIGHTS. The term of this Agreement on a countrywith respect to YIELDUP KNOW-by-country basis for additional period of one year each HOW shall continue in full force and effect unless earlier terminated as expressly authorized in this Agreement. If the merger contemplated by continuing to pay the consideration set forth Reorganization Agreement is consummated, then the licenses granted in section 3. In countires where a Patent was registered, after the expiration of Patent, Company this Agreement shall have a perpetual, worldwide, royalty-free, become fully paid-up and sublicenseable License in relation to that Patentas of the date of consummation of the merger. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company 9.2 YIELDUP shall have the right to terminate this Agreement in its entirety in the event of a material breach by FSI of this Agreement, provided, however, that YIELDUP must first provide FSI with sixty (60) days written notice of such intent to terminate that clearly identifies the alleged breach at issue. If FSI cures the breach, or can reasonably demonstrate that no breach has occurred within such sixty (60) day period, then this Agreement shall remain in full force and effect as if no such notice and/or breach had occurred. Any sublicense granted under Paragraph 2.3 or any time on three transfer made under Paragraph 6.1 shall also be terminated in the event that YIELDUP cancels this Agreement under this Paragraph. 9.3 FSI shall have the right to terminate this Agreement in its entirety, with or without cause, upon sixty (360) months advance days written notice to YissumYIELDUP. 9.4 Any obligation that accrued prior to any termination or expiration of this Agreement shall survive such termination or expiration in accordance with the terms of this Agreement applicable to such obligation. (a) If the Reorganization Agreement is terminated by YIELDUP in accordance with Section 8.01 of the Reorganization Agreement as a result of a material breach by FSI, then YIELDUP shall have the right to terminate and repurchase this License Agreement in its entirety as follows: (i) YIELDUP shall provide FSI with written notice of the termination and repurchase of the License Agreement within ninety (90) days of the notice of termination of the Reorganization Agreement has been provided to FSI. (ii) Subject to Paragraph 9.6 of this Agreement, the notice of termination of this Agreement must be accompanied by a termination fee equal to the dollar amount previously paid by FSI pursuant to Article IV of this Agreement, tendered in immediately available funds in the form of a cashier's check or a wire transfer. (b) If YIELDUP does not exercise its right to terminate and repurchase the License pursuant to Section 9.5(a), then FSI shall pay YIELDUP a royalty of [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] of the NET SALES PRICE of ROYALTY PRODUCTS sold during each "Calendar Quarter" (January 1, April 1, July 1, and upon October 1), within forty-five (45) days after the end of such quarter commencing with the first full calendar quarter occurring after such termination of the Reorganization Agreement. This License shall be fully paid up once FSI has paid YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***]. (c) If the Reorganization Agreement is terminated by FSI in accordance with Section 8.01 of the Reorganization Agreement as a result of a material breach by YIELDUP thereunder, then YIELDUP shall not have the option to purchase back the licenses granted in this Agreement and FSI shall pay YIELDUP a royalty of [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] of the NET SALES PRICE for ROYALTY PRODUCTS sold during each "Calendar Quarter" (January 1, April 1, July 1, and October 1), within forty-five (45) days after the end of such quarter commencing with the first full calendar quarter occurring after such termination of the Reorganization Agreement. If the event described in this Section 9.5(c) occurs, then this license shall be fully paid up once FSI has paid YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***]. 9.6 YIELDUP shall have the right to offset any damages payment required of FSI under Section 8.02(b) of the Reorganization Agreement, if applicable, against the termination fee of Paragraph 9.5(a)(ii) such that YIELDUP would only be required to tender a net termination fee to FSI of the amount paid by FSI under Article IV of this Agreement less the amount of the damages payment under Section 8.02(b) of the Reorganization Agreement. If YIELDUP elects to make such an offset, YIELDUP shall expressly indicate such election in the notice of termination provided to FSI under Paragraph 9.5(a). (a) If the Reorganization Agreement is terminated by either FSI or YIELDUP in accordance with Section 8.01 of the Reorganization Agreement, other than as a result of a material breach thereunder by either party or pursuant to Section 8.01(d) or (e) of the Reorganization Agreement YIELDUP shall have the right to terminate and repurchase this License Agreement in its entirety by providing FSI with written notice of such termination within ninety (90) days after the termination of the Reorganization Agreement, and the notice of termination must be accompanied by a termination fee of the sum of [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] plus all amounts paid by FSI under Article IV of this Agreement, tendered in immediately available funds in the form of a cashiers check or a wire transfer. (b) If YIELDUP fails to exercise its Buyback Option, then FSI shall pay YIELDUP a royalty of [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] of the NET SALES PRICE of ROYALTY PRODUCTS sold during each Calendar Quarter, within forty-five (45) days after such Calendar Quarter, commencing with the first full calendar quarter after such termination of the Reorganization Agreement. This license shall be fully paid up once FSI has paid YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTIOn OMITTED FILED SEPARATELY WITH THE SEC***]. 9.8 If the Reorganization Agreement is terminated in accordance with Section 8.01(d) or 8.01(e) of the Reorganization Agreement (and provided that YIELDUP shall not have materially breached the Reorganization Agreement), then YIELDUP shall not have the option to terminate and repurchase this License Agreement and FSI shall pay YIELDUP a royalty under this Section 9.8. The royalties due YIELDUP by FSI for each Calendar Quarter shall be due within forty-five (45) days after each Calendar Quarter commencing with the first full calendar quarter after such termination of the Reorganization Agreement according to Yissum through the effective date following schedule: (a) FSI shall pay YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] of terminationthe NET SALES PRICE of ROYALTY PRODUCTS until net sales of ROYALTY PRODUCTS in aggregate total [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***]; (b) FSI shall pay YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] of the NET SALES PRICE of ROYALTY PRODUCTS for the net aggregate sales of ROYALTY PRODUCTS greater than [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***]; (c) FSI shall pay YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***] of the NET SALES PRICE of ROYALTY PRODUCTS for the net aggregate sale of ROYALTY PRODUCTS greater than [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SEC***]. This license shall be fully paid up under this Section 9.8 once FSI has paid YIELDUP [***CONFIDENTIAL TREATMENT REQUESTED; PORTIOn OMITTED FILED SEPARATELY WITH THE SEC***].

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the The term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, commence on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country Effective Date and shall expire, provided in each case that Company may extend the term of the Agreement on continue uninterrupted for a country-by-country basis for additional period of one (1) year, unless sooner terminated or extended year-to-year each by continuing to pay the consideration set forth mutual agreement or as provided below in section this Section 3. In countires where Failure to agree to an extension shall not be deemed a Patent was registeredtermination but only a lapse of the employment. This Agreement may be otherwise terminated as follows: (a) Employer may terminate the employment of Employee hereunder: (i) upon the death of Employee; (ii) upon Employee's inability, after the expiration by reason of Patentsickness or other disability, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have his obligations hereunder for more than ninety (90) days after consecutive days; (iii) upon a showing of good cause, which for purposes of this Agreement shall mean: (A) Employee's failure to act in accordance with this Agreement or any other breach of this Agreement by Employee; (B) Employee's willful misconduct, negligence or incompetence in the giving discharge of written notice his duties hereunder; or (C) Employee's commission of such default by Yissum any act detrimental to correct such default, Employer or any act of moral turpitude; provided, however, that prior to terminating Employee pursuant to clause (A) or (B), Employer shall give Employee at least thirty (30) business days' written notice of an intent to terminate due to such failure to act or breach, which notice shall specify such failure or breach, and, if Employee cures such failure or breach within such thirty (30) day period, this Agreement shall remain in full force and effect; or (iv) after the breach initial term of this Agreement, for any reason upon thirty (30) days' prior written notice; provided that if Employee is not capable terminated pursuant to this Section 3(a)(iv): (i) Employer shall pay Employee a severance benefit equal to six (6) month's salary for each full year of being cured within ninety service Employee has completed for Employer; and (90ii) Employer shall additionally provide Employee and his dependents up to six months' health care insurance continuation following the date of termination. Notwithstanding the foregoing, benefits shall be reduced to the extent that comparable benefits are provided to Employee and his dependents by another employer. At its option, Employer may pay thirty (30) days of such written notice, additional compensation in lieu of the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety thirty (9030) days after days' prior notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementset forth above. 10.3 Yissum shall have the right, (b) Employee may terminate his employment hereunder upon at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology least thirty (including Research Results30) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform days' prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance written notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationEmployer.

Term and Termination. 10.1 Unless earlier terminated11.1 Subject to any other rights of termination under this paragraph, as hereinafter providedthis Agreement shall have a term (the “Term”) equal to the longer of: (a) On a jurisdiction-by-jurisdiction basis, fifteen (15) years from the date of the first sale of a Licensed Variety; or (b) On a jurisdiction-by-jurisdiction basis, the term of any plant variety rights in the respective jurisdiction covering the Licensed Variety. 11.2 Subject to the procedural requirements of Paragraph 11.3, UGARF shall have the right to terminate this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, upon the occurrence of any one or if no Patent was issued in a country, on the eleventh anniversary more of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term following events: (a) Failure of the NOBLE to make full payment required under this Agreement on a country-by-country basis for additional period when due; (b) Failure of one year each by continuing NOBLE to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration render written reports as required under this Agreement when due; (c) Failure of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation NOBLE to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions comply with Article VI of this Agreement, Company shall have ninety ; or (90d) days after the giving Failure of written notice NOBLE to comply with any of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate other material obligations under this Agreement. 10.3 Yissum 11.3 UGARF may exercise its right to terminate for cause by giving NOBLE thirty (30) days prior written notice of their election to terminate and the basis for such election. Upon expiration of such notice period, this Agreement shall have automatically terminate unless NOBLE cures the rightstate basis for the termination within the 30-day notice period. 11.4 In the event this Agreement is terminated by UGARF, at its option, to Noble shall destroy all production fields and all seed of Licensed Variety and notify UGARF of such action. 11.5 NOBLE may terminate this Agreement upon written notice of termination if in the event that Company shall become involved in insolvencyreasonable opinion of the NOBLE the markets for the Licensed Variety changes so as to render the production, bankruptcypromotion, liquidation, winding-up and sale of the Licensed Variety uneconomical or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetscommercially impractical. 10.4 11.6 In the event of termination of this Agreement is terminated by NOBLE, NOBLE shall destroy all production fields of Licensed Variety seed and notify UGARF of such action. NOBLE may continue to sell Licensed Variety seed in the ordinary course of business for any reason whatsoevera period of one (1) year after the termination date; provided however, the License royalties on such sales are paid in the amounts and in the manner provided in this Agreement. Following such one (1) year period, all remaining inventory of Licensed Variety seed must be destroyed, and NOBLE shall terminate and all rights to notify UGARF of the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuessame. 10.5 11.7 Upon termination of this Agreement for any reason, nothing herein all current Sublicensees shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; remain in effect, and Articles 1, 5, 7, 8, 9, 10, 11, 12 UGARF shall replace NOBLE as licensor and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate enforce, and shall be subject to the obligations of, the then-existing terms of each such Sublicense. 11.8 The provisions of Articles VIII, IX and X and Paragraph 11.6 shall remain in full force and effect notwithstanding the termination of this Agreement. 11.9 Termination of this Agreement at shall not prevent: (a) UGARF from recovering any time on three royalties due as of termination (3or thereafter, pursuant to Paragraph 11.6); and (b) months advance notice to Yissum, and upon payment either party obtaining a remedy for any breach of all amounts due to Yissum through the effective date provisions of terminationthis Agreement.

Term and Termination. 10.1 Unless earlier terminated13.1 This Agreement shall take effect for the Territory as of the Effective Date and shall continue in effect for a period of fifteen (15) years following first approval for commercial sale by a Regulatory Authority of a European Union country, as hereinafter providedSwitzerland, Norway, the term United States or Canada of this Agreement a Cyclosporine Formulation submitted by PURCHASER (the "Approval Date") and shall expire on a country-by-country basis at such time when automatically renew for an additional five (5) year period, subject to notice from one of the parties hereto to the contrary given no Valid Claim exists, or if no Patent was issued in a country, on later than the eleventh fourteenth anniversary of the First Commercial Sale in such countryApproval Date, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing unless terminated earlier according to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default Sections 13.2 or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, 13.3 hereinafter; provided, however, that, if, at the seventh anniversary of the Approval Date, GENSIA SICOR demonstrates to the reasonable satisfaction of PURCHASER, that SICOR and GENSIA SICOR cannot, taken together, as a result of substantially changed market conditions, make Product without achieving a profit, the parties shall meet and confer in good faith as to how to address such situation, which may allow for, if the disposition of Proprietary Rights at such time so permits, the license or purchase from GENSIA SICOR and SICOR of the rights and know-how necessary to make Product. In addition, notwithstanding anything to the contrary, PURCHASER's exclusive license and purchase rights described in Articles 2 and 3, shall become non-exclusive on the tenth (10th) anniversary of the Approval Date. 13.2 This Agreement may be terminated by either party, in the event the other substantially fails to perform or otherwise substantially breaches any of its material obligations under this Agreement, by giving notice of its intent to terminate and stating the grounds therefor. The party receiving the notice shall have thirty (30) days from the date of receipt thereof to commence good faith efforts to cure the failure or breach, which failure or breach shall in any event be cured within one hundred and twenty (120) days of notice thereof. In the event such breach is not capable of being cured within ninety (90) days of such written noticethe time period set forth herein, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate then this Agreement in shall, without any further action, terminate at the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedingsend of the applicable period. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or ---------------------- * Confidential Treatment Requested; confidential portion has been filed separately with the placing of an attachment on its assetsSEC. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the Section 9.1. The term of this Agreement ("Term") shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a be perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation ----------- unless termination occurs pursuant to that PatentSection 9.2. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicableSection 9.2. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company Licensor shall have the right to terminate this ----------- Agreement at any time on three (3) months advance immediately by written notice to YissumLicensee upon the occurrence of any one (1) or more of the following events: (a) Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 7.4; or (b) Licensee or its Manufacturing Agents fail to commence and diligently pursue the cure of any breach by them of any provision of this Agreement, except those described in Sections 9.2(c) and upon payment (d), within ten (10) days of all amounts due receipt of Licensor's written notice of such breach or to Yissum through effect such cure within thirty (30) days of receipt of such written notice; or (c) The failure or refusal of Licensee or its Manufacturing Agents: (1) to, within ten (10) days of receipt of Licensor's written instructions issued regarding the effective quality standards of the Licensed Trademarks and Products, respond to such instructions and commence a diligent attempt at cure, or to effect such cure within thirty (30) days of receipt of such instructions; (2) to perform, or comply with, any provision contained in Article V which failure results in the production for sale of Products that are unsafe or unfit for human consumption; or (d) An involuntary recall of Products bearing the Licensed Trademarks for reasons directly or indirectly related to the safety of such Products and attributable to the acts or omissions of Licensee or its Manufacturing Agents; or (e) The insolvency of Licensee; an assignment by Licensee for the benefit of its creditors; the failure of Licensee to obtain the dismissal of any involuntary bankruptcy or reorganization petition filed against it within sixty (60) days from the date of terminationsuch filing; the failure of Licensee to vacate the appointment of a receiver for all or any part of its business within sixty (60) days from the date of such appointment; or the dissolution of Licensee. Section 9.3. If this Agreement is terminated pursuant to Section ----------- 9.2

Term and Termination. 10.1 9.1. Unless earlier terminated, sooner terminated as hereinafter provided, and subject to the provisions of Section 9.8 below, this Sublicense Agreement shall have a term co-extensive with the term of the Sublicensed Patent. 9.2. LICENSOR may terminate this went for cause if (i) LICENSEE shall fail at any time to make any report, pay any royalties that are due and payable hereunder, permit or cooperate with a requested audit, or otherwise fail to comply with its obligations hereunder, unless such failure is cured (and any applicable interest is paid) within [CONFIDENTIAL TREATMENT REQUESTED] /*/ ([CONFIDENTIAL TREATMENT REQUESTED] /*/) days after written notice from LICENSOR to LICENSEE specifying the nature of such failure or (ii) LICENSEE or any of its Affiliates shall at any time and in any way, formally or informally, directly or indirectly through their attorneys or otherwise, initiate or voluntarily participate in or provide any assistance in connection with legal or administrative proceedings by any person or entity challenging the validity or enforceability of the Sublicensed Patent, or (iii) if LICENSEE fails to respect the limitations on its rights set forth in Section 2 hereof. 9.2.1 Any such termination shall be effected by LICENSOR’s giving written notice to LICENSEE, and shall be effective on the ([CONFIDENTIAL TREATMENT REQUESTED] /*/) day after the termination notice is given. The [CONFIDENTIAL TREATMENT REQUESTED] /*/ ([CONFIDENTIAL TREATMENT REQUESTED] /*/) day delay in the effectiveness of termination shall not extend the cure period. 9.2.2 LICENSEE shall not be deemed responsible for decisions by individual physicians to use a Licensed Product outside the Field of Use, provided that LICENSEE has designed, intended and promoted such Licensed Product solely for use within such Field of Use, and provided further that LICENSEE has not, after learning of such use, knowingly supplied or continued to supply Licensed Product to any such physician or other End User with which such physician is associated. 9.3. LICENSEE may terminate the license granted herein in the event that all claims of the Sublicensed Patent are finally determined, after entry of a final judgment which is no longer subject to appeal or judicial review, to be invalid or unenforceable. Such termination shall be effective on the date that written notice of such termination is mailed. LICENSEE shall not, however, be entitled to any refund of any royalties paid prior to the date of such notice, nor shall LICENSEE be entitled to withhold payment of royalties pending the outcome of any proceedings relating to the validity or enforceability of the Sublicensed Patent. Any such withholding shall constitute a for-cause basis for termination of this Agreement. 9.4. In the event that more than thirty percent (30%) of LICENSEE’s securities representing the right to vote for the election of directors are now, or hereafter become, owned or controlled, directly or indirectly, by any persons or entities other than the present shareholders of LICENSEE, LICENSEE shall promptly give written notice to LICENSOR of such acquisition. Unless the acquisition is permitted by section 6.2 hereof, LICENSOR may terminate the license by giving written notice to be effective fifteen (15) days after the date thereof. For purposes of this Section 9.4, transfers of securities originally issued to ▇.▇. ▇▇▇▇, Inc. or its affiliates in connection with the stock purchase being undertaken by Bard simultaneously with the execution of this Agreement shall expire on a country-by-country basis at not be taken into account unless such time when no Valid Claim existsstock is then owned by LICENSEE, any Affiliates of LICENSEE, or if no Patent was issued in a country, on the eleventh anniversary any of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term present shareholders of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentLICENSEE. 10.2 9.5. No termination pursuant to this Section 9 shall relieve LICENSEE of any obligation or liability accrued hereunder prior to such termination, or rescind or give rise to any right to rescind anything done by LICENSEE or any payments made or other consideration given to LICENSOR hereunder prior to the time such termination becomes effective, and such termination shall not affect in any manner any rights of LICENSOR arising under this Agreement prior to such termination. 9.6. No failure or delay by either party in exercising its right of termination hereunder shall be construed to prejudice its right of termination for any continuing default or for any other or subsequent default. In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever LICENSEE shall forthwith cease to exploit all of its sublicense rights hereunder and shall not thereafter exploit any such rights in any manner whatsoever, except that if on termination LICENSEE has any stock of Licensed Products, it will have a period of [CONFIDENTIAL TREATMENT REQUESTED] /*/ ([CONFIDENTIAL TREATMENT REQUESTED] /*/) months to sell such Licensed Products to End Users, provided that this is done in the License normal course of business and on normal commercial terms, and any such sale shall terminate be subject to all the tam and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination conditions of this Agreement as though it were in full force and effect, including payment of royalties hereunder. In the event that, following termination, LICENSEE sells any Licensed Products to any person or entity other than an End User, royalties shall not release Company from its obligation due on such sales as if such sales had been made at LICENSEE’s average U.S. selling price to carry out any financial or other obligation which it was liable to perform hospital customers during the year immediately prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 9.7. No termination of this Agreement shall constitute a termination release LICENSEE from its obligation to report and to pay to LICENSOR any royalties or a waiver of any rights of either Party against the other Party accruing at or prior consideration which shall have accrued up to the time such termination becomes effective, nor shall such termination release either party hereto from any other liability which at said time had already accrued to the other party, nor rescind anything done or any payment or other consideration made or given to either party, nor effect in any way the survival of such any right, duty or obligation which is expressly stated elsewhere in this agreement to survive termination. 10.7 Company 9.8. The provisions of Sections 3.5, 3.6, 4.1 through 4.7, 5, 7.2, 7.6, 8, 9.7, 10, 11 and 12 shall have the right to terminate survive termination of this Agreement at any time on three (3) months advance notice in addition to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationthose provisions that survive by their terms.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, 11.1 This Agreement shall be effective for [CONFIDENTIAL TREATMENT REQUESTED] /*/ from the term Effective Date unless sooner terminated in accordance with any provision of Section 11.2 or Section 11.3. 11.2 Either Party may terminate this Agreement by [CONFIDENTIAL TREATMENT REQUESTED] /*/ written notice. The earliest possible date for effectively terminating this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination [CONFIDENTIAL TREATMENT REQUESTED] /*/. Termination of this Agreement for any reason whatsoeverwill have no affect on [CONFIDENTIAL TREATMENT REQUESTED] /*/ rights as they are set out in Paragraph 4.b of the Master Agreement of 1991 between the Parties, the License shall terminate and all such rights remaining subject to the Licensed Technology (including Research Results) applicable terms of said Master Agreement. 11.3 Either Party may terminate this Agreement by giving a written notice of termination to the other Party if: A. The other Party fails to perform or otherwise [CONFIDENTIAL TREATMENT REQUESTED] /*/ under this Agreement provided that such Party failing to perform or otherwise [CONFIDENTIAL TREATMENT REQUESTED] /*/ shall revert have [CONFIDENTIAL TREATMENT REQUESTED] /*/ from the date notice of intention to Yissum and Company may make no further use thereof. Notwithstanding terminate is received to cure the aforesaid, failure or the expiration or termination of material breach at which time this Agreement shall terminate if the failure or breach has not release Company from its been cured, or B. Performance of any non-monetary obligation to carry out any financial or other obligation which it was liable to perform prior under this Agreement has been rendered impossible to the other Party for a period of [CONFIDENTIAL TREATMENT REQUESTED] /*/ consecutive [CONFIDENTIAL TREATMENT REQUESTED] /*/ by reason of the occurrence of any of the events described in Section 16.1 or if any other event occurs which will be reasonably determined to permanently prevent performance of this Agreement’s expiration , or termination/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, including the payment of Royalties and Sub-License RevenuesAS AMENDED. 10.5 Upon termination of this Agreement C. If the other Party [CONFIDENTIAL TREATMENT REQUESTED] /*/ corporate [CONFIDENTIAL TREATMENT REQUESTED] /*/ or for any reasonsimilar relief is filed by or against the other Party, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver [CONFIDENTIAL TREATMENT REQUESTED] /*/ with respect to any of any rights the assets of either Party the other Party, or a [CONFIDENTIAL TREATMENT REQUESTED] /*/ is commenced by or against the other Party accruing , or D. If the other Party defaults in any of the provisions of this Agreement not covered in Section 11.3 A. and does not remedy the default within [CONFIDENTIAL TREATMENT REQUESTED] /*/ after a written notice is given requesting to remedy the default. 11.4 In the event this Agreement is terminated for any reason A. Each Party shall promptly return to the other at or the receiving Party's expense all property belonging to the other which is in such Party's possession as of the termination date (including, without limitation, HEIDELBERG materials and all labels and other packaging supplies bearing any "HEIDELBERG" trademarks in PRESSTEK's possession as of the termination date). B. PRESSTEK shall not be required to make any further shipment of Products to HEIDELBERG and may cancel all HEIDELBERG's unshipped orders for Products except with respect to (a) all [CONFIDENTIAL TREATMENT REQUESTED] /*/ received by PRESSTEK prior to the time notice of such termination pursuant to Section 5.3 and (b) any Product sold by HEIDELBERG pursuant to a valid and binding obligation the existence of which obligation has been made known to PRESSTEK within [CONFIDENTIAL TREATMENT REQUESTED] /*/ after the notice of termination. 10.7 Company C. Neither Party shall have be relieved of any unfulfilled obligations (including without limitation HEIDELBERG's obligation to pay for Products shipped prior to the right to terminate termination date) existing on the termination date. 11.5 Any order placed by HEIDELBERG and accepted by PRESSTEK after the termination or expiration of this Agreement at any time on three (3) months advance notice to Yissumis governed by the provisions of this Agreement. The placing, and upon payment receipt or shipment of all amounts due to Yissum through post-termination or post-expiration orders does NOT otherwise extend the effective date term of terminationthis Agreement.

Term and Termination. 10.1 Unless earlier terminatedThe Initial Term of this Agreement shall commence on the Effective Date and shall expire one year after such date. After the Initial Term, this Agreement may be renewed for one or more additional periods upon the written consent of both Parties to each such renewal, subject to the provisions of Sections 2.4(a) and 2.4(b). Notwithstanding any other provision in this Agreement, this Agreement may be terminated or canceled as provided in Sections 2.4(a) and 2.4(b). (a) This Agreement may be terminated for cause, as hereinafter follows: (i) by MyACD, if Buyers shall fail to observe or perform any material provision contained in this Agreement if not cured within 30 days after written notice thereof has been given to Buyers by MyACD; provided, that Buyers shall not be deemed to have committed a material breach of this Agreement for failing to spend any monthly amount listed in the Enhanced Services Marketing Budget attached to this Agreement as Schedule III pursuant to Section 2.3(a) if the aggregate amount spent during the calendar quarter in which the underpayment occurs is at least 75 percent of the amount budgeted for that quarter; (ii) by Buyers, if MyACD shall fail to observe or perform any material provision contained in this Agreement if not cured within 30 days after written notice thereof has been given to MyACD by Buyers; (iii) by MyACD, if Buyers has fail to make any payments required by Sections 2.3(b) or 2.3(d) following a 30 day period to cure after written notice to Buyers; (iv) by MyACD, if Buyers fails to make any three payments required by Section 2.3(b) of this Agreement within three days of the day they were required under this Agreement; (v) by MyACD, immediately upon written notice to Buyers, if Buyers fails to abide by the restricted use or confidentiality or non-competition provisions of Sections 2.6 and 2.7 or fails to comply with any of the restrictions set forth in Section 3.4; (vi) by Buyers, immediately upon written notice to MyACD, if MyACD fails to abide by the restricted use or confidentiality provisions of Sections 2.6 or fails to comply with the restrictions set forth in Section 3.3; (vii) by either Party, immediately upon written notice, if the other Party ceases doing business as a result of dissolution, liquidation, or other causes; or (viii) by either Party, immediately upon written notice, if the other Party commence a voluntary case or becomes subject to an involuntary case or other proceeding seeking: liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in affect, or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property; consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it; becomes subject to an order for relief under the bankruptcy laws as now or hereafter in effect; makes a general assignment for the benefit of creditors; or shall take any corporate action to authorize any of the foregoing. (b) After the Initial Term this Agreement may be terminated by either Party without cause by giving the other party ninety days prior written notice. (c) Upon expiration of this Agreement at the end of the Initial Term or any subsequent term, termination by MyACD under paragraphs 2.4(a)(i), (iii), (iv), (v), (vii), or (viii), or termination under Section 2.4(b), the restriction imposed on MyACD under Section 3.3, below and Buyers' rights under Section 2.1 shall terminate. Within 30 days following such termination, Buyers shall take all action reasonably required to transition and transfer management and billing of MyACD Customers to MyACD. Within 30 days following such termination, Buyers shall take all action reasonably required to transfer ownership and control to MyACD of the MyACD System Equipment, together with such additional items of equipment that the Parties determine are reasonably required to maintain the functionality of the hardware systems required to deliver Enhanced Services to customers as of the date of termination, together with a payment equal to 44.6 percent of the depreciated value of such equipment as of the date of termination. Upon such termination Buyers shall be entitled to (i) continue sales and provisioning of Enhanced Services to New Customers purchasing Enhanced Services prior to the date of termination, and (ii) offer and sell, on a non-exclusive basis, Enhanced Services provided by MyACD to New Customers, and additional customers after termination for a period of five years following termination (the "Wholesale Service Period"). For purposes of selling and provisioning Enhanced Services to customers after termination pursuant to this Section, the terms of the Wholesale Services Agreement between the Parties dated May 29, 2002 shall apply with the pricing terms amended to the pricing terms set forth on Schedule V to this Agreement. Buyers shall be granted a credit on post termination payment obligations to MyACD under the Wholesale Service Agreement in the amount of the wage and salary costs incurred by Buyers prior to termination that are directly attributable to development work on the Enhanced Services, not to exceed $400,000. This credit shall be applied in monthly installments to offset 20 percent of the monthly line fees due to MyACD under the terms of the Wholesale Services Agreement. Buyers shall not offer, provide or sell any services that are the same as or similar to the Enhanced Services to any customer receiving Enhanced Services as of the date of termination under this Section 2.4(c) for a period of five years following the date of termination, and shall not offer, provide or sell any services that are the same as or similar to the Enhanced Services to any customer who purchases or receives Enhanced Services after the date of termination for a period of three years from the date such customer first began using Enhanced Services. Buyers shall not offer, provide or sell any services that are the same as or similar to the Enhanced Services to any customer not receiving Enhanced Services as of the date of termination under this Section 2.4(c) during the Non-competition Period defined in Section 2.7(c) below; provided, however, if in any given calendar month after termination the payments from Buyers to MyACD under the Wholesale Service Agreement are $125,000 or more before offsets and credits provided herein, then in the following calendar month Buyers is entitled to sell other interactive voice response products and services that are similar to Enhanced Services to such customers, so long as such other interactive voice response products and services are not: (i) based on or derived from the Intellectual Property, (ii) do not use real-time or near real-time data other than caller input, (iii) do not use data specific to any individual, (iv) do not use data or information stored outside of Buyers' owned or leased network facilities, (v) do not in any way duplicate the functionality of automatic contact distribution, and (vi) are not built, scripted, directed, or edited by the customer in any way that is similar to the Intellectual Property. MyACD shall be entitled to purchase long distance service from Buyers, billed by Buyers directly to MyACD customers, at the rate paid by Buyers to the underlying long distance provider plus 15 percent. In the event that MyACD utilizes gateways provided by Buyers, MyACD shall pay an additional 10 percent of long distance costs for those long distance services that terminate on Buyers' gateway equipment. (d) Upon termination of this Agreement by Buyers under paragraphs 2.4(a)(ii), (vi), (vii), or (viii), the restriction imposed on Buyers under Section 3.4, below, and Buyers' obligations under Sections 2.3 and 2.7 shall terminate. Within 30 days following such termination, Buyers shall take all action reasonably required to transition and transfer management and billing of MyACD Customers to MyACD. Upon such termination Buyers shall be entitled to (i) continue sales and provisioning of Enhanced Services to New Customers purchasing Enhanced Services prior to the date of termination, and (ii) offer and sell Enhanced Services provided by MyACD to New Customers and additional customers after termination for a period of five years following termination. For purposes of selling and provisioning Enhanced Services to customers after termination pursuant to this Section, the terms of the Wholesale Services Agreement between the Parties dated May 29, 2002 shall apply with the pricing terms amended to the pricing terms set forth on Schedule V to this Agreement. Buyers shall be granted a credit on post termination payment obligations to MyACD under the Wholesale Service Agreement in the amount of the wage and salary costs incurred by Buyers prior to termination that are directly attributable to development work on the Enhanced Services, not to exceed $400,000. This credit shall be applied in monthly installments to offset 20 percent of the monthly line fees due to MyACD under the terms of the Wholesale Services Agreement. For all Enhanced Services sold or provided under the Wholesale Service Agreement after termination under this Section 2.4(d), MyACD shall be entitled to purchase long distance service from Buyers, billed by Buyers directly to MyACD customers, at the rate paid by Buyers to the underlying long distance provider plus 15 percent. In the event that MyACD utilizes gateways provided by Buyers, MyACD shall pay an additional 10 percent of long distance costs for those long distance services that terminate on Buyers' gateway equipment. (e) Upon termination of this Agreement at the end of the Initial Term or any subsequent term, termination by MyACD under paragraphs 2.4(a)(i), (iii) (iv), (v), (vii), or (viii), or termination under Section 2.4(b), Buyers shall return to MyACD or destroy all Confidential Information in Buyers' possession, custody or control. Within 30 days following such termination, Buyers shall take all action reasonably required to transition and transfer management and billing of MyACD Customers to MyACD. Over the 90-day period following the date of such termination Buyers shall, at the election of MyACD, (i) provide and make available to MyACD during normal business hours the full time services of two senior software engineers that are under employment with Buyers to perform services in transitioning the delivery of Enhanced Services from Buyers' Internet network to an independent Internet network, or (ii) pay monthly to one or more independent contractor software engineers engaged by MyACD to transition the delivery of Enhanced Services from Buyers' Internet network to an independent Internet network a monthly amount not to exceed the total monthly compensation (including all costs associated with all benefits) paid by Buyers to the two most senior software engineers employed by it. (f) MyACD agrees and acknowledges that Buyers will incur substantial costs and expenses to establish the infrastructure necessary to manage the Enhanced Services as provided in this Agreement. Therefore, within 30 days following termination of this Agreement MyACD shall pay to Buyers as reimbursement for such expenses a liquidated amount equal to the number of payments made by Buyers to MyACD during the term of this Agreement under Section 2.3(b) multiplied by $11,275. The obligation of MyACD to make this reimbursement payment shall expire on be suspended until MyACD receives the payment for its common stock contemplated by the Stock Purchase Agreement of even date herewith to which MyACD is a country-by-country basis at such time when no Valid Claim exists, or party and shall terminate if no Patent was issued in a country, on payment is not made to MyACD under the eleventh anniversary Stock Purchase Agreement within 120 days following termination of this Agreement. Buyers agrees that MyACD is entitled to offset the amount payable under this Section 2.4(f) against the payment of 44.6 percent of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term depreciated value of the Agreement on a country-by-country basis for additional period of one year each equipment payable to MyACD by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentBuyers under Section 2.4(c). 10.2 In (g) For the event of a material default or failure by Company to perform any of the terms, covenants or provisions purposes of this Agreement, Company "immediately" shall have ninety (90) mean three days after the giving postal date of a written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective delivery date of such termination; and Articles 1a courier mail company, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationwhichever comes first. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided13.1 Subject to Sections 13.3 and 13.4 hereinbelow, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existsAGREEMENT is from the EFFECTIVE DATE to the full end of the term or terms for which PATENT RIGHTS have not expired, or if only TECHNOLOGY RIGHTS are licensed and no Patent was issued in PATENT RIGHTS are applicable, for a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentfifteen (15) years. 10.2 In 13.2 BOARD or UTMDACC have the event of a material default or failure by Company right to perform any of the termsterminate this AGREEMENT if LICENSEE, covenants or provisions of this Agreement, Company shall have within ninety (90) calendar days after the giving of receiving written notice from UTMDACC of the intended termination, fails to provide written evidence satisfactory to UTMDACC that LICENSEE or its sublicensee(s) is using commercially reasonable efforts to commercialize a LICENSED PRODUCT for at least one indication. By way of example and not by way Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. of limitation, the foregoing requirement shall be satisfied if LICENSEE provides written evidence satisfactory to UTMDACC that LICENSEE has made SALES of LICENSED PRODUCTS or has an effective, ongoing and active research, development, manufacturing, marketing or sales program as appropriate, directed toward obtaining regulatory approval, and/or production and/or SALES of LICENSED PRODUCTS in any jurisdiction. Notwithstanding the foregoing and in addition thereto, if LICENSEE should discontinue commercial efforts for more than two (2) years, and has not found a commercially viable entity to invest in LICENSEE or sublicense LICENSED SUBJECT MATTER and bring LICENSED PRODUCTS promptly to market, then BOARD or UTMDACC has the right to terminate this AGREEMENT upon thirty (30) days written notice to LICENSEE. 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) automatically, if LICENSEE becomes bankrupt or insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of LICENSEE or otherwise; or (b) upon thirty (30) calendar days written notice from UTMDACC, if LICENSEE breaches or defaults on the payment or reporting obligations of ARTICLE IV (excluding the license documentation fee specified in Section 4.1(b), for which no cure period applies), or the use of name obligations of ARTICLE X, unless, before the end of such thirty (30) calendar day notice period, LICENSEE has cured the default by Yissum or breach to correct UTMDACC’s satisfaction, and so notifies UTMDACC, stating the manner of the cure; or (c) upon ninety (90) calendar days written notice from UTMDACC if LICENSEE breaches or defaults on any other obligation under this AGREEMENT, unless, before the end of the such defaultninety (90) calendar day notice period, providedLICENSEE has cured the default or breach to UTMDACC’s satisfaction and so notifies UTMDACC, howeverstating the manner of the cure, that or if the such breach is or default cannot capable of being reasonably be remedied or cured within ninety (90) calendar days, such remedy or cure is not promptly commenced by LICENSEE within the ninety (90) day period and within a total of one hundred eighty (180) calendar days of such the notice of default, LICENSEE diligently prosecutes to completion the cure or remedy to UTMDACC’s satisfaction and so notifies UTMDACC, stating the manner of the cure; or (d) at any time by mutual written noticeagreement between LICENSEE and UTMDACC upon one hundred eighty (180) calendar days written notice to all parties and subject to any terms herein which survive termination; or (e) if Section 13.2 or 15.8 is invoked; or Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (f) immediately, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any eventupon written notice from UTMDACC, if LICENSEE has defaulted or been late on its payment obligations pursuant to the terms of this AGREEMENT on any two (2) occasions in a curable breach has twelve (12) month period; or (g) immediately, upon written notice from UTMDACC, if (i) LICENSEE fails to timely pay the license documentation fee specified in Section 4.1(b), (ii) LICENSEE does not been cured receive the FIRST SEED MONEY INVESTMENT within ten (10) calendar days of the EFFECTIVE DATE of this Agreement, or (iii) within ninety (90) calendar days after notice requesting curethe LICENSEE’s receipt of the FIRST SEED MONEY INVESTMENT, Yissum shall have the rightstockholder agreement required by Section 4.2 is not entered into by and among LICENSEE, at BOARD or its optiondesignee, and the primary stockholders provided, however, that the BOARD or its designee is not the party that has failed to terminate this Agreementsign the stockholder agreement within the ninety (90) day period. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 13.4 Upon termination of this Agreement for any reason, nothing AGREEMENT: (a) Nothing herein shall will be construed to release either Party from party of any obligation that matured maturing prior to the effective date of such the termination; and (b) LICENSEE covenants and Articles 1agrees to be bound by the provisions of ARTICLES IX (Indemnification and Insurance), 5, 7, 8, 9, 10, 11, 12 X (Use of Board and 13 shall survive any such termination. 10.6 No termination UTMDACC’s Name) and XI (Confidential Information and Publication) of this Agreement shall constitute AGREEMENT; and (c) LICENSEE may, for a termination or a waiver period of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through one year after the effective date of the termination, sell all LICENSED PRODUCTS and parts therefor that it has on hand at the date of termination, if LICENSEE pays the earned royalty thereon and any other amounts due pursuant to ARTICLE IV of this AGREEMENT; and (d) Subject to Section 13.4(c), LICENSEE agrees to cease and desist from any use and all SALES of the LICENSED SUBJECT MATTER and LICENSED PRODUCTS upon termination of this AGREEMENT; and (e) LICENSEE grants to BOARD and UTMDACC a nonexclusive royalty bearing license with the right to sublicense to others any improvements made by LICENSEE (including, to the extent permissible, improvements licensed by LICENSEE from third parties) to the LICENSED SUBJECT MATTER. LICENSEE and UTMDACC agree to negotiate in good faith the royalty rate for the nonexclusive license. BOARD's and UTMDACC’s right to sublicense others hereunder is solely for the purpose of permitting others to develop and commercialize the entire technology package.

Term and Termination. 10.1 4.1. Unless earlier terminatedotherwise terminated and subject to subsection 4.2 hereof, as hereinafter providedthis Agreement shall end two (2) years from the date of execution of this Agreement. 4.2. The Licensee may, in its sole discretion, renew the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on for an additional one (1) year period from the eleventh anniversary expiry of the First Commercial Sale in such countryterm provided for at subsection 4.1 hereof or any lesser or greater term as may be agreed to by the parties, thereafter by providing at least thirty (30) days written notice to the License in such country shall expire, provided in each case that Company may extend Licensor prior to the expiry of the term provided for at subsection 4.1 hereof. 4.3. The Licensor or the Licensee may terminate this Agreement at any time, after written notice, for breach or default by the other party, unless the other party has remedied such breach or default to the satisfaction of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registeredparty complaining, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety within thirty (9030) days after receipt by the giving breaching party of said written notice of such default default. A waiver by Yissum to correct such default, provided, however, that if the breach is not capable a party of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement in due to any particular breach or default shall be construed as a continuing waiver. In the event where the Licensor has breached the exclusivity granted to the Licensee under subsection 2.2 hereof, the Licensee, after having provided a written notice to the Licensor detailing the breach and providing a reasonable period to cure such breach, shall be relieved from paying the License Fee, until such a time where the Licensor has provided to the Licensee assurances and evidence that Company such breach has been cured. 4.4. This Agreement shall become involved in insolvencybe terminated as of right, without notice or formality if (a) either party proceeds to a liquidation of its assets; (b) either party hereto makes an assignment of all its property for the general benefit of its creditors, or if a bankruptcy petition is filed against it and a final judgment is rendered pronouncing its bankruptcy; (c) if a receiver, liquidationtrustee, winding-up liquidator or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up person possessing similar powers is appointed to administer or receivership proceedings or the placing of an attachment on its liquidate either party's assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof4.5. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination prejudice the Licensor's rights hereunder to the License Fee provided for in subsection 3.1 and to the User Database Royalties provided for in section 8, in respect of sales or a waiver of any rights of either Party against the other Party accruing at or licensing agreements which have been concluded prior to the time termination of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissumbut for which an invoice has not been issued or payment has not been received, and upon payment of all amounts due to Yissum through as the effective date of terminationcase may be.

Term and Termination. 10.1 Unless This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier terminatedin accordance with the terms as provided in this Agreement, as hereinafter providedshall continue in effect for three years from the Effective Date (the "Initial Term"). Thereafter, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existscontinue in force and effect unless and until cancelled or terminated, or if no Patent was issued in a countrythe new Agreement is effective, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, as provided in each case that Company this Agreement. Either Pac-West or Verizon may extend the term of the terminate this Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after effective upon the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default Initial Term or failure by Company to perform effective upon any date after expiration of the terms, covenants or provisions Initial Term by providing written notice of this Agreement, Company shall have termination at least ninety (90) days after in advance of the giving date of written termination. If either Pac-West or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Pac-West or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof (including, but not limited to, pursuant to Section 12), this Agreement shall remain in effect until the effective date of a new interconnection agreement between Pac-West and Verizon. If either Pac-West or Verizon provides notice of termination pursuant to Section 2.2 and by 11:59 PM Eastern Time on the proposed date of termination neither Pac-West nor Verizon has requested negotiation of a new interconnection agreement, (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination, and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the extent that the Purchasing Party has requested that such default Services continue to be provided pursuant to an applicable Tariff or SGAT. The Glossary and the following Attachments are a part of this Agreement: Additional Services Attachment Interconnection Attachment Resale Attachment UNE Attachment Collocation Attachment 911 Attachment Pricing Attachment The construction, interpretation and performance of this Agreement shall be governed by Yissum (a) the laws of the United States of America and (b) the laws of the State of California, without regard to correct its conflicts of laws rules. All disputes relating to this Agreement shall be resolved through the application of such defaultlaws. Each Party shall remain in compliance with Applicable Law in the course of performing this Agreement. Neither Party shall be liable for any delay or failure in performance by it that results from requirements of Applicable Law, or acts or failures to act of any governmental entity or official. Each Party shall promptly notify the other Party in writing of any governmental action that limits, suspends, cancels, withdraws, or otherwise materially affects, the notifying Party's ability to perform its obligations under this Agreement. If any provision of this Agreement shall be invalid or unenforceable under Applicable Law, such invalidity or unenforceability shall not invalidate or render unenforceable any other provision of this Agreement, and this Agreement shall be construed as if it did not contain such invalid or unenforceable provision; provided, however, that if the breach invalid or unenforceable provision is a material provision of this Agreement, or the invalidity or unenforceability materially affects the rights or obligations of a Party hereunder or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. If any legislative, regulatory, judicial or other governmental decision, order, determination or action, or any change in Applicable Law, materially affects any material provision of this Agreement, the rights or obligations of a Party hereunder, or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. Notwithstanding anything in this Agreement to the contrary, if, as a result of any published legislative, judicial, regulatory or other governmental decision, order, determination or action, or any change in Applicable Law, Verizon is not capable of being cured within required by Applicable Law to provide any Service, payment or benefit, otherwise required to be provided to Pac-West hereunder. Verizon will provide ninety (90) days prior written notice to Pac-West of its intent to discontinue such Service, unless a different notice period or different conditions are specified in this Agreement (including, but not limited to, in an applicable Tariff) or Applicable Law for termination of such written noticeService in which event such specified period and/or conditions shall apply. The Parties will mutually agree to amend this Agreement to discontinue the Service, payment or benefit, within the Agreement may not ninety day notice period and will cooperate to ensure that there will be terminated so long no service interruption to Pac-West's customers as Company commences and is taking commercially reasonable actions a result of such discontinuance. If the Parties are unable to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, mutually agree to terminate amend this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior may pursue dispute resolution pursuant to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationSection 14 below. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the (a) The term of this Agreement (the “Term”) shall commence on the date hereof (the “Commencement Date”) and end when the last Premises Expiration Date (as hereinafter defined) has occurred in respect of any Grantee’s Premises (the “Expiration Date”). (b) The Term with respect to each Grantee’s Premises shall commence on the Commencement Date and expire on the earlier of (i) the term as set forth for such Grantee’s Premises in Schedule A; (ii) in the case of any Grantee’s Premises within a countryGrantor’s Premises that is leased by such Grantor (the “Leased Premises”), the date on which such Grantor no longer has any rights to occupy such Premises; (iii) in the case of any Grantee’s Premises owned by a Grantor, the date specified within such Grantor’s written notice of its genuine intent to dispose of its interest in such Premises to a non-by-country basis at such time when no Valid Claim existsAffiliate third party; or (iv) the effective date of early termination pursuant to Section 3(c), Section 3(d), Section 3(e), or 3(f) (in each instance, the “Premises Expiration Date”). (c) With respect to any Leased Premises, if no Patent was issued in a countryat any time subsequent to the Commencement Date, on the eleventh anniversary owner or landlord, as applicable, of the First Commercial Sale in Building notifies the applicable Grantor that its consent for the occupancy by the Grantee is required, then the applicable Grantor shall use commercially reasonable efforts to obtain such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3consent. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of that such consent is not obtained and as a material default result thereof the Grantee’s right to occupy its Premises is terminated, the Grantee shall vacate as soon as reasonably practicable at its sole cost and expense. (d) Notwithstanding anything in this Agreement to the contrary, if any Grantee wishes to terminate its right to use and occupy its Premises, such Grantee may terminate such right, and the applicable Companion Agreement, upon not less than thirty (30) days’ prior written notice to the applicable Grantor. (e) Notwithstanding anything in this Agreement to the contrary, if any Grantor wishes to terminate the applicable Grantee’s right to use and occupy the Grantee’s Premises, such Grantor may terminate such right, and the applicable Companion Agreement, upon not less than ninety (90) days’ prior written notice to the applicable Grantee. (f) Notwithstanding anything in this Agreement to the contrary, TDCC or failure by Company the applicable Grantor may terminate this Agreement and any Companion Agreement, effective immediately, if the applicable Grantee fails to perform pay Rent or any other sums due hereunder within thirty (30) days of the terms, covenants date on which such amounts become due and payable hereunder. (g) Upon the termination or provisions discontinuance of use by any Grantee of any Premises under any circumstances in accordance with the terms of this Agreement, Company such Grantee shall have ninety provide an acknowledgement of termination with respect to each such Premises to be executed by the applicable Grantor and delivered to such Grantee within a reasonable period of time. (90h) days after Notwithstanding anything to the giving of written notice of such default by Yissum to correct such defaultcontrary contained herein, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement Grantee may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation with respect to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License RevenuesSection 12 hereof. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter providedSection 9.1. Subject to the provisions of Sections 9.2 and 9.3 hereof, the term of this Agreement shall be a period of five (5) years from the date hereof (the "Initial Term") and for continuous subsequent five (5) year terms (the "Renewal Period(s)"), provided that, for the Licensed Trademarks listed on Appendix B and the Products listed on Appendix D and the Additional Appendix D Products, the licenses granted under Sections 2.1(a)(iv), (v) and (vi) herein shall expire on a country-by-country basis at such time when after three (3) years from the date hereof and cannot be renewed. Section 9.2. Licensee may cancel this Agreement upon no Valid Claim exists, or if no Patent was issued in a country, on less than one (1) year's written notice delivered to Licensor prior to the eleventh anniversary end of the First Commercial Sale in such country, thereafter Initial Term or the License in such country shall expirethen-effective Renewal Period, provided in each case that Company may extend that, if Licensee does not give the term required notice of termination, the Agreement on shall be automatically renewed for a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentsubsequent Renewal Period. 10.2 In (a) Licensee fails to deliver to Licensor or to maintain in full force and effect the event insurance referred to in Section 7.4; or (b) Except as provided in 9.3(c), Licensee or its Manufacturing Agents fail to commence and diligently pursue the cure of any breach by them of a material default or failure by Company to perform any of the terms, covenants or provisions provision of this Agreement, Company shall have ninety Agreement within ten (9010) days after the giving of receipt of Licensor's written notice of such default by Yissum breach or to correct effect such default, provided, however, that if the breach is not capable of being cured cure within ninety twenty (9020) days of receipt of such written notice; or (c) The failure or refusal of Licensee or its Manufacturing Agents: (i) to, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety ten (9010) days after notice requesting of receipt of Licensor's reasonable written instructions issued regarding the quality standards of the Licensed Trademarks and Products or Additional Products, respond to such instructions and commence a diligent attempt at cure, Yissum shall or to effect such cure within twenty (20) days of receipt of such instructions; or (ii) to perform, or comply with, any provision contained in Article V which failure results in the production for sale of Products or Additional Products that are unsafe or unfit for human consumption; or (d) The insolvency of Licensee; an assignment by Licensee for the benefit of creditors; the failure of Licensee to (e) An involuntary recall of Products or Additional Products bearing the Licensed Trademarks for reasons directly or indirectly related to the safety of such Products or Additional Products and attributable to the negligence or intentional wrongdoing of Licensee or its Manufacturing Agents; provided that Licensor determines in its reasonable judgment that such event has had or is reasonably likely to have a material adverse effect on the rightintegrity, at its optiongoodwill, to value or strength of any of the Licensed Trademarks; provided, further, that Licensor may terminate this Agreement. 10.3 Yissum shall have license under this Section 9.3(e) without regard to the right, at its option, to terminate this Agreement in immediately preceding proviso upon or after the event that Company shall become involved in insolvency, bankruptcy, liquidation, windingthird occurrence within any 12-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing month period of an attachment on its assetsevent referred to in this Section 9.3(e). 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated13.1 This Agreement shall be effective for a period of ten (10) calendar years from the Effective Date hereof (the “Initial Term”) and shall be automatically renewed for additional one (1) calendar year terms unless written notice of intent to terminate is provided by Zavante at least six (6) months prior to the expiration of the Initial Term or any extension term. 13.2 This Agreement may be terminated by (i) Zavante upon [**] written notice to Fisiopharma, as hereinafter the case may be, of a failure by Fisiopharma to perform or observe any material covenant, condition or agreement to be performed or observed by it under this Agreement, unless such breach has been cured within the [**] notice period and (ii) Fisiopharma upon [**] written notice to Zavante of a failure by Zavante to perform or observe any material covenant, condition or agreement to be performed or observed by it under this Agreement, unless such breach has been cured within the [**] notice period; provided, however, that with respect to a failure to timely supply ordered quantities of Bulk Drug Vials under this Agreement, Fisiopharma combined shall have the right to cure such breach no more than once during the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued unless otherwise agreed by Zavante in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentwriting. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement 13.3 Zavante may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement effective immediately upon written notice to Fisiopharma in the event that Company shall become involved (a) Fisiopharma dissolves, is declared insolvent or bankrupt by a court of competent jurisdiction; (b) a voluntary or involuntary petition of bankruptcy is filed in insolvencyany court of competent jurisdiction by Fisiopharma; or (c) this Agreement is assigned by Fisiopharma for the benefit of creditors. Fisiopharma may terminate this Agreement effective immediately upon written notice to Zavante in the event that (x) Zavante dissolves, bankruptcyis declared insolvent or bankrupt by a court of competent jurisdiction; (y) a voluntary or involuntary petition of bankruptcy is filed in any court of competent jurisdiction by Zavante; or (z) this Agreement is assigned by Zavante for the benefit of creditors. 13.4 Zavante may terminate this Agreement upon thirty (30) days’ prior written notice to Fisiopharma (or a shorter period required by the agency with jurisdiction) in the event that any governmental agency takes any action, liquidationor raises any objection, winding-up that prevents Zavante from importing, exporting, purchasing or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings selling either the Bulk Drug Vials or the placing of an attachment on its assetsBulk Drug Vials for a period reasonably anticipated to endure for more than one hundred twenty (120) days. 10.4 13.5 In the event of termination of this Agreement for by Zavante due to an uncured breach of this Agreement by Fisiopharma’s dissolution, insolvency or bankruptcy pursuant to Section 13.3, Fisiopharma will supply Bulk Drug Vials directly to Zavante, at Zavante’s election, under terms of an agreement no less favorable to Zavante than the terms herein. 13.6 Zavante may terminate this Agreement effective immediately upon written notice to Fisiopharma should any reason whatsoeverlegal proceeding be instituted against Fisiopharma, which is reasonably likely to materially adversely impact Fisiopharma’s ability to properly perform under this Agreement or subject Zavante to any material risk of liability or loss. 13.7 In the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or event of termination of this Agreement by Zavante pursuant to Section 13.4, Zavante agrees to pay an amount equal to the Price for up to [**] of safety stock then actually held by Fisiopharma pursuant to Section 4.5 hereof (provided that Fisiopharma shall use best efforts to mitigate the cost to Zavante of such safety stock by utilizing such safety stock for other customers to the extent possible). 13.8 The provisions of this Section 13 as to termination shall not release Company from its obligation to carry out any financial limit or other obligation which it was liable to perform prior to restrict the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver rights of any rights Party to seek remedies or take measures that may be otherwise available to it at law or equity in connection with the enforcement and performance of either Party against the other Party accruing at or prior to the time of such terminationobligations under this Agreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated11.1. This Agreement shall be effective for a period of four (4) years from the Effective Date hereof (the "INITIAL TERM") and shall be automatically renewed for additional two (2) year terms unless written notice of intent to terminate is provided by SANTARUS at least twelve (12) months prior to the expiration of the Initial Term or any extension term. 11.2. This Agreement may be terminated by (i) SANTARUS upon ninety (90) days written notice to INTERCHEM or UQUIFA, as hereinafter the case may be, of a failure by INTERCHEM or UQUIFA to perform or observe any material covenant, condition or agreement to be performed or observed by it under this Agreement, unless such breach has been cured within the 90-day notice period and (ii) UQUIFA upon ninety (90) days written notice to SANTARUS of a failure by SANTARUS to perform or observe any material covenant, condition or agreement to be performed or observed by it under this Agreement, unless such breach has been cured within the 90-day notice period; provided, however, that with respect to a failure to timely supply ordered quantities of Omeprazole under this Agreement, UQUIFA and INTERCHEM combined shall have the right to cure such breach no more than once during the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued unless otherwise agreed by SANTARUS in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up writing; and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, howeverfurther, that if the breach by SANTARUS is not capable of being cured within ninety a failure to pay an invoice when due (90except as provided in Section 5.5), then the notice and cure period shall be fifteen (15) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementdays. 10.3 Yissum shall have the right, at its option, to 11.3. SANTARUS may terminate this Agreement effective immediately upon written notice to UQUIFA and INTERCHEM in the event that Company shall become involved (a) UQUIFA or INTERCHEM dissolves, is declared insolvent or bankrupt by a court of competent jurisdiction; (b) a voluntary or involuntary petition of bankruptcy is filed in insolvencyany court of competent jurisdiction by UQUIFA or INTERCHEM; or (c) this Agreement is assigned by UQUIFA or INTERCHEM for the benefit of creditors. UQUIFA or INTERCHEM may terminate this Agreement effective immediately upon written notice to SANTARUS in the event that (a) SANTARUS dissolves, bankruptcyis declared insolvent or bankrupt by a court of competent jurisdiction; (b) a voluntary or involuntary petition of bankruptcy is filed in any court of competent jurisdiction by SANTARUS; or (c) this Agreement is assigned by SANTARUS for the benefit of creditors. 11.4. SANTARUS may terminate this Agreement upon thirty (30) days' prior written notice to INTERCHEM and UQUIFA (or a shorter period required by the agency with jurisdiction) in the event that any governmental agency takes any action, liquidationor raises any objection, winding-up that prevents SANTARUS from importing, exporting, purchasing or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings selling either the Omeprazole or the placing of an attachment on its assetsFinished Product for a period reasonably anticipated to endure for more than 120 days. 10.4 11.5. In the event of termination of this Agreement by SANTARUS due to an uncured breach of this Agreement by INTERCHEM or for INTERCHEM's dissolution, insolvency or bankruptcy pursuant to Section 11.3, UQUIFA will supply Omeprazole directly to SANTARUS, at SANTARUS' election, under terms of an agreement no less favorable to SANTARUS than the terms herein. 11.6. SANTARUS may terminate this Agreement effective immediately upon written notice to INTERCHEM and UQUIFA should any reason whatsoeverlegal proceeding be instituted against INTERCHEM or UQUIFA, which is reasonably likely to materially adversely impact INTERCHEM's and/or UQUIFA's ability to properly perform under this Agreement or subject SANTARUS to any material risk of liability or loss. 11.7. In the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or event of termination of this Agreement by SANTARUS pursuant to Section 11.4, SANTARUS *** *** *** *** *** 11.8. The provisions of this Section 11 as to termination shall not release Company from its obligation to carry out any financial limit or other obligation which it was liable to perform prior to restrict the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver rights of any rights Party to seek remedies or take measures that may be otherwise available to it at law or equity in connection with the enforcement and performance of either Party against the other Party accruing at or prior to the time of such terminationobligations under this Agreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 10.1. Unless earlier terminated, terminated as hereinafter provided, this A&R Agreement becomes effective on the Effective Date and expires [***], in which event Licensee may retain and use all LICENSEE PRODUCT TECHNOLOGY (including [***]) for the sole purpose of exercising its rights under the License. For the avoidance of doubt, the term of this A&R Agreement shall expire on a country-by-and the License do not expire, and Licensee’s obligations to make any payments under Article 4 continue: (a) in each country basis in which the given NANOBODY PRODUCT has not been sold for at such time when no Valid Claim exists, or if no Patent was issued in a country, on least 10 years from the eleventh anniversary date of the First Commercial Sale first sale in such country, thereafter ; and (b) in each country for all other NANOBODY PRODUCTS that have not been sold for at least 10 years from the License date of first sale in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure 10.2. Licensee may terminate this A&R Agreement at any time by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of RCT [***] written notice of such default by Yissum Licensee's election to terminate this A&R Agreement, subject to Paragraph 10.4 below. 10.3. If a party breaches this A&R Agreement, the other party may provide written notice to the breaching party of that breach, in which case the breaching party will have [***] after the date of that written notice to correct such default, provided, however, that if or cure the noticed breach. If the breach is not capable of being cured within ninety (90) days of such written noticetimely corrected or cured, the other party may, at its option and by written notice given to the breaching party, cancel and terminate this entire A&R Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions the licenses granted hereunder, including the licenses extended to cure such breach as Licensee’s AFFILIATES and the Sublicense, in addition to any available remedies at law or equity. 10.4. Upon termination or expiration of this A&R Agreement under either Paragraph 10.2 or 10.3, Licensee must promptly as practicable. In (and in any event, if a curable breach has in less than [***]) destroy all HOST STRAINS, EXPRESSION VECTORS, and EXPRESSION SYSTEMS [***]. The foregoing does not been cured within ninety (90) days after notice requesting cureoblige Licensee to destroy, Yissum shall have the righttransfer, at its option, or provide to terminate this AgreementRCT any LICENSEE PRODUCT TECHNOLOGY [***]. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings10.5. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination Termination of this A&R Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall does not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party party against the other Party party accruing at or prior to before the time of such termination. 10.7 Company shall have , nor terminate or waive either party's continuing obligations hereunder. Licensee's obligations to pay any amount payable to RCT under this A&R Agreement, to report and pay royalties to RCT as to any NANOBODY PRODUCT made before expiration or earlier termination of this A&R Agreement (even if sold or imported after the right expiration or earlier termination of this A&R Agreement), survives termination or expiration. In addition to terminate any provision of this A&R Agreement at any time on three that expressly provides for acts or obligations to continue beyond expiration or earlier termination of this A&R Agreement, Articles 6 (3"Secrecy"), 8 ("Representations and Warranties"), 11 (“Complete Agreement”); 12 (“Waivers and Modifications"), 14 (“Law”), 15 ("Validity; Severability"), 16 (“Notice Addresses; Computation of Time”), 17 (“Independent Contractors”), 18 (“Use of Name”), 19 (“No Further License”), 20 (“Dispute Resolution”), 21 (“Rules of Interpretation”), 23 (“No Third-Party Beneficiaries”) months advance notice to Yissumand 24 (“Novation and Substitution”), and upon payment Paragraphs 3.2, 7.1, 10.4, and 10.5 survive the expiration or earlier termination of all amounts due this A&R Agreement in perpetuity, and Article 5 ("Reports, Records and Inspection") and Paragraphs 7.2 and 7.3 survive for the pertinent time periods provided therein that run after expiration or earlier termination of this A&R Agreement. The surviving provisions of the Original License Agreement continue to Yissum through survive with respect to MKDG, and MKDG will continue to be subject to, and must abide by, the effective date surviving provisions of terminationthe Original License Agreement as stated therein before the amendment and novation effected by this A&R Agreement.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 11.01 The term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration begins with its effective date as set forth in section 3. In countires where a Patent was registeredthe heading paragraph located above ARTICLE I and, after unless sooner terminated in accordance with this ARTICLE XI, shall run until the expiration of Patentthe last to expire patent within the LICENSED PATENT APPLICATION, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentincluding any extensions granted under the Patent Term Restoration Act or any other statute. 10.2 In 11.02 The LICENSOR may modify or terminate this license, in whole or in part, if: a. LICENSEE or any of its sublicensees fails to meet the event obligations set forth in ARTICLE VII above; b. The LICENSOR determines that such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by the LICENSEE; c. The LICENSEE has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by this Agreement; d. The LICENSEE commits a substantial breach of a material default covenant or failure agreement contained in this Agreement; e. The LICENSEE defaults in making any payment or report required by Company to perform this Agreement; f. The LICENSEE is adjudged a bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit or creditors; or g. The LICENSEE or any of its AFFILIATE(S) or sublicensee misuses the terms, covenants LICENSED PATENT APPLICATION. 11.03 Prior to any modification or provisions termination of this Agreement, Company other than by mutual agreement, LICENSOR shall have furnish LICENSEE and any AFFILIATE(S) and sublicensees of record a written notice of intention to modify or terminate, and the LICENSEE and any notified AFFILIATE(S) and sublicensees shall be allowed ninety (90) days after the giving of written notice date of such default by Yissum notice to correct such default, provided, however, that if remedy the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement default of any bankruptcy, insolvency, liquidation, winding-up covenant or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination agreement of this Agreement for or to show cause why this Agreement should not be modified or terminated. 11.04 The word "termination" and cognate words, such as "term" and "terminate," used in this ARTICLE XI and elsewhere in this Agreement are to be read, except where the contrary is specifically indicated, as omitting from their effect the following rights and obligations, all of which survive any reason whatsoever, the License shall terminate and all rights termination to the Licensed Technology (including Research Results) shall revert degree necessary to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration permit their complete fulfillment or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.discharge:

Term and Termination. 10.1 Unless 7.1 This Agreement shall commence on Effective Date, and shall continue as a Field-of-Use Exclusive license until the last of all Patents has either expired or been invalidated in an unappealed decision by a court having jurisdiction so long as LICENSEE’S covenants under the Agreement are being performed and the LICENSEE is in good standing, and provided this Agreement is not earlier terminatedterminated as provided for herein. 7.2 FOUNDATION may terminate this Agreement if LICENSEE: (i) is in default in payment of license fees, as hereinafter provided, royalties or cost reimbursements or in providing reports; (ii) is in material breach of any provision of this Agreement; (iii) provides any false report; (iv) if LICENSEE does not […***…] prior to […***…]; (v) has not […***…] after the term end of the […***…] ; (vi) if LICENSEE fails to provide written notice to FOUNDATION for the transfer of this Agreement shall expire on upon the sale of LICENSEE in accordance to Section 4.5 or for a country-by-country basis at Sublicense of this Agreement in accordance with Section 4.2 and LICENSEE fails to remedy any such time when no Valid Claim existsdefault, breach, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety false report within sixty (9060) days after the giving of receiving written notice of such default thereof by Yissum to correct such default, provided, however, that if FOUNDATION. 7.3 LICENSEE may terminate the breach is not capable of being cured within ninety license granted hereunder at any time upon sixty (9060) days of such written notice, notice to FOUNDATION. FOUNDATION agrees that any expenses initiated by FOUNDATION during the Agreement may sixty (60) day termination period will not be terminated so long as Company commences and is taking commercially reasonable actions LICENSEE’S financial obligation although all other obligations under this Agreement shall continue to cure such breach as promptly as practicable. In accrue during the sixty (60) day notice period, including the obligation to make any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate payments due under this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 7.4 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to including the effective date end of such termination; term as specified above, all rights and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of obligations under this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or terminate, except those that have accrued prior to the time of such terminationtermination and except as specified in this Agreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated(a) This Agreement shall have an initial term beginning on the Effective Date and ending on January 31, as hereinafter provided2020 (the “Initial Term”) and shall renew automatically for two (2) successive terms of one (1) year each (each a “Renewal Term,” collectively, the term Initial Term and Renewal Term(s) shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least one hundred 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 provisions hereof. (b) This Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after terminate immediately upon the expiration or earlier termination of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In either the event of a material default Loan Sale Agreement or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Servicing Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Resultsc) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company Bank shall have the right to terminate this Agreement at immediately upon written notice to Company if: (1) based upon the opinion of counsel, ▇▇▇▇’s continued participation in the Program would be in violation of Applicable Law or has been prohibited pursuant to an 11 Confidential order or other action, including any time letter or directive of any kind, by a Regulatory Authority; (2) a Regulatory Authority with jurisdiction over Bank has provided, formally or informally, concerns about the Program and Bank determines, in its sole discretion, and based upon the opinion of counsel, that its rights and remedies under this Agreement are not sufficient to protect Bank fully against the potential consequences of such concerns; (3) a fine or penalty has been assessed against Bank by a Regulatory Authority in connection with the Program, including as a result of a consent order or stipulated judgment; (4) Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of the Loan Sale Agreement or Section 3.2(d) of the Servicing Agreement and fails to cure such default within one (1) Business Day of receiving notice of such default from Bank; (ii) if Company defaults on its obligation to make a payment to Bank as provided in Schedule 2 of the Loan Sale Agreement or Section 3.2(d) of the Servicing Agreement more than once in any three (3) months advance month period; or (iii) if Company fails to maintain the Required Balance in the Collateral Account as required by Schedule 31 of the Loan Sale Agreement; or (5) there is a Change of Control of Company and the Bank exercises its termination right pursuant to this clause (5) not later than forty-five (45) days following receipt of the Company’s notice of such Change of Control of Company. (d) A Party shall have a right to terminate this Agreement immediately upon written notice to Yissumthe other Party in any of the following circumstances: (1) any representation or warranty made by the other Party in this Agreement shall be incorrect in any material respect and 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 default in the performance of any obligation or undertaking under this Agreement and such default shall continue for thirty (30) Business Days after written notice thereof has been given to such other Party; (3) the other Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other similar proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (4) an involuntary case or other proceeding, whether pursuant to banking regulations or otherwise, shall be commenced against the other Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against the other Party under the federal bankruptcy laws as now or hereafter in effect; or (5) there is a materially adverse change in the financial condition of the other Party on a consolidated basis. (e) Upon termination of the Agreement by Company pursuant to Section 10(d), at the written request of Company, Bank shall continue to operate the Program for up to one hundred and eighty (180) days following receipt of Company’s written notice of termination, so long as both Parties continue to perform their respective obligations under the Program during the period contemplated in this Section 10(e). At the conclusion of such period, Bank may offer to Company and Company shall purchase all such offered Loans established by Bank through such date that have not already been purchased by Company. (f) Except as provided in Section 10(e), Bank shall not be obligated to approve Applications, establish new Borrower Accounts or Loans, or fund new Loan Advances, after termination of this Agreement. (g) Except as set forth in Section 10(f), the termination of this Agreement either in part or in whole shall not discharge any Party from any obligation incurred prior to such termination. (h) Except as provided in Section 10(e), upon termination of this Agreement, Bank may offer to Company and Company shall purchase all such offered Loans established by Bank prior to and on the date of termination that have not already been purchased by Company. (i) Bank’s obligation to operate the Program and establish Loans subsequent to a notice of termination or termination of this Agreement shall in all cases be subject to Applicable Law and/or regulatory requirements. (j) Company’s failure to obtain the approval of Bank as required by Sections 2, 4 or 30, and Company’s failure to provide any notice required by Section 32, shall each constitute a material breach of this Agreement. In addition to any other remedies permitted by Applicable Law or this Agreement and without limiting Bank’s rights under Section 9, Bank may also invoice Company for, and Company agrees to pay, liquidated damages in the amount of (i) [***], or (ii) [***] for each subsequent failure of Company to obtain approval or provide notice. The Parties agree that it would be difficult to determine the precise damages to Bank in the event of such a breach by Company, and the Parties have therefore agreed on the foregoing liquidated damages as a reasonable approximation of the damages to Bank in the event of such a breach. (k) Bank may terminate this Agreement immediately upon payment written notice to Company if Bank incurs any Loss that would have been subject to indemnification under Section 9(a) but for the application of Applicable Laws that limit or restrict Bank’s ability to seek such indemnification. (l) In addition to any other rights or remedies available to the Bank under this Agreement or by law, Bank shall have the right to suspend performance of its obligations under this Agreement, including, but not limited to, Bank’s payments of the Transaction Fee and Funding Amounts (as required under Sections 5 and 6 of this Agreement) during the period commencing with the occurrence of any monetary default by Company, including but not limited to the failure to purchase any Loans or Receivables under the Loan Sale Agreement, and ending when such condition has been cured. Notwithstanding such suspension right, Bank may terminate this Agreement as provided in Section 10(c). (m) Upon the effectiveness of the expiration or termination of this Agreement, Company may purchase, and Bank shall sell to Company, all amounts due Borrower Accounts for consideration of [***]. Company shall provide its election to Yissum through so purchase the effective date Borrower Accounts not later than ten (10) days prior to the effectiveness of terminationthe expiration or termination of this Agreement and, if Company does not so elect, Bank shall close all Borrower Accounts and Company shall provide any communication of such closure to Borrowers as may be required or desirable under Applicable Laws. (n) The terms of this Section 10 shall survive the expiration or earlier termination of this Agreement.

Term and Termination. 10.1 11.1 This Agreement shall be deemed to come into effect on the Effective Date and shall continue thereafter subject to the further provisions of this Clause 11. 11.2 Unless earlier otherwise terminated, as hereinafter provided, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on upon the eleventh anniversary later of the First Commercial Sale expiration, lapse or invalidation of the last remaining Patent in such country, thereafter the License in such country shall expire, Territory. 11.3 Save as otherwise provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety if the Licensee breaches any provision of this Agreement and if such breach (90i) is material and incapable of correction or (ii) is capable of correction but is not corrected within 60 days after the giving of receiving written notice of such default by Yissum with respect to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company Licensor shall have the right to terminate this Agreement with immediate effect by giving written notice to the party in default. 11.4 If: 11.2.1 Licensor becomes aware of an actual or threatened claim that Licensee’s use of the Patents in the Territory infringes the intellectual property rights of a Third Party; or 11.2.2 Licensor receives notice from ViiV that ViiV’s right to grant licences of the Patents is challenged, Licensor shall (and ViiV shall be entitled to) notify the Licensee in writing, detailing the nature of such claim or challenge. Licensee shall, within ten (10) business days of receipt of such notice, and without prejudice to any of the Licensee’s other obligations or liabilities under this Agreement or the Licensor’s rights (including without limitation under Clause 11.5), elect to: (i) suspend the terms of this Licence in respect of the relevant Patent until such issue is resolved; or (ii) confirm in writing that it will indemnify Licensor and ViiV against any Losses (as defined in Clause 13.5) incurred by Licensor and/or ViiV in connection with Licensee’s continued use of such Patent pursuant to this Licence. If Licensee does not so notify Licensor within ten (10) business days of Licensor’s initial notice, the licence shall be deemed suspended pending resolution of the issue. 11.5 If: (a) the Licensee breaches any of the provisions of Clause 7; (b) it is determined that the Licensee’s use of the Patents in the Territory or Non- Territory Patents outside of the Territory infringes the intellectual property rights of a Third Party; (c) ViiV’s right to grant licences of the Patents or Non-Territory Patents expires or is terminated; (d) ViiV or Licensor receives a third party claim or demand for royalty payments relating to sales of the Products or Raw Materials by the Licensee, unless the Licensee agrees to satisfy the claim should such a claim or demand become payable; and/or (e) the legal or beneficial ownership or control of the Licensee and/or any of its Affiliates changes in such a manner as ViiV shall in its sole discretion consider significant, the Licensor may terminate this Agreement, either in whole or in relation to a particular Patent with immediate effect by notice in writing to the Licensee. 11.6 The provisions of Clause 11.5(a) 11.5(b) and 11.5 (d) are without prejudice to the Licensor’s or ViiV’s rights to claim all damage and loss suffered by the Licensor, ViiV and/or any of their Affiliates arising out of, or in relation to, the event giving rise to termination. In respect of damage or loss under clause 11.5(a), (b) and/or (d) the Licensee hereby agrees to indemnify the Licensor and ViiV subject to (i) the Licensor and ViiV (each of which shall be entitled to conduct the defence of such claims against them) taking reasonable account of the Licensee’s input in the conduct of the claim to which such loss or damage relates, and (ii) the provisions of 27.3. 11.7 Any party may terminate this Agreement with immediate effect by providing a written termination notice to the other parties if, at any time on three time, any of the other parties shall compound or make arrangements with its creditors or be adjudicated bankrupt or have a receiver appointed over all or any part of its assets or go into liquidation (3whether voluntary or otherwise) months advance notice otherwise than as part of a bona fide amalgamation or reconstruction without insolvency or suffer any insolvency event or analogous process under foreign laws. 11.8 Any change in the legal or beneficial ownership or control of the Licensee and/or any of its Affiliates shall be immediately notified in writing to Yissumthe Licensor and ViiV by the Licensee. For the purposes of this Clause 11.8, and upon payment “control” shall mean the ability of all amounts due a person, entity or corporation to Yissum ensure, whether through ownership of shares or otherwise, that the effective date affairs of terminationa party are conducted in accordance with the wishes of such person, entity or corporation.

Term and Termination. 10.1 Unless earlier terminatedThis BAA shall be effective as of the effective date of the Underlying Agreement and shall terminate when all of the PHI provided by Covered Entity to Business Associate, as hereinafter providedor created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section 5. Upon Covered Entity's knowledge of a material breach of this BAA by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate the Underlying Agreement and this BAA if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity. If Business Associate has breached a material term of this BAA and cure is not possible, Covered Entity may immediately terminate the Underlying Agreement and this BAA. This provision shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued be in a country, on the eleventh anniversary addition to and shall not limit any rights of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration termination set forth in section 3the Underlying Agreement. In countires where a Patent was registeredExcept as provided in 5.3(b), after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoeverBAA or the Underlying Agreement, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein Business Associate shall be construed return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to release either Party from PHI that is in the possession of Subcontractors or agents of Business Associate. Business Associate, its Subcontractors or other third parties, shall retain no copies of the PHI in any obligation form. Business Associate shall certify in writing that matured prior it has complied with the requirements of this Section 5. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction unfeasible. Upon mutual agreement of the Parties that return or destruction of PHI is unfeasible, Business Associate shall extend the protections of this BAA to the effective date such PHI and limit further Uses and Disclosures of such termination; and Articles 1PHI to those purposes that make the return or destruction infeasible, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any for so long as Business Associate maintains such terminationPHI. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated(a) This Agreement, as hereinafter providedand Brookline’s engagement hereunder, shall automatically terminate on the term of day immediately following the Termination Date. In addition, this Agreement shall expire on a country-by-country basis may be terminated at such any time when no Valid Claim exists, or if no Patent was issued upon at least 10 days’ written notice of termination by either party to the other party. (b) This Agreement may be terminated by Brookline at any time in a country, on the eleventh anniversary event that: (i) any of the First Commercial Sale representations or warranties of Company contained herein or in such country, thereafter the License Offering Documents shall have been false or misleading in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, any material respect when actually made; (ii) Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company failed to perform any of its material obligations hereunder; (iii) there shall occur any event within the termscontrol of Company that could materially adversely affect the transactions contemplated hereunder or the ability of Company to perform hereunder; or (iv) upon completion of its due diligence review of Company, covenants Brookline shall not be reasonably satisfied. (c) This Agreement may be terminated by Company at any time in the event that: (i) any of the representations or provisions warranties of Brookline contained herein shall have been false or misleading in any material respect when actually made; or (ii) Brookline shall have failed to perform any of its material obligations hereunder. (d) Before any termination by Brookline under Section 10(b) or by Company under Section 10(c) shall become effective, the terminating party shall give at least five days prior written notice to the other party of its intention to terminate this Agreement (the “Termination Notice”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, this Agreement shall terminate. (e) Termination of this Agreement, Company for whatever reason, shall have ninety not affect Brookline’s right to reimbursement under Section 6(f) for fees and expenses it incurred prior to termination, or Brookline’s right to payment of any accrued and unpaid Placement Agent’s Fee, Agent’s Warrants, Tail Placement Agent’s Fee and Tail Agent’s Warrants pursuant to Sections 4(d), (90e), (g) days and (h) as of termination or after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated(a) This Agreement (other than Article 3) shall terminate, as hereinafter provided, and all rights and obligations hereunder (other than the term of this Agreement rights and obligations under Article 3) shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a countrycease, on the eleventh anniversary date upon which SLAS owns Common Shares representing less than 4% of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term issued and outstanding Common Shares. The rights and obligations of the Agreement parties under Article 3 shall terminate on a country-by-country basis for additional period the date upon which SLAS owns Shares representing less than 3% of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up issued and sublicenseable License in relation to that Patentoutstanding Common Shares. 10.2 (b) Upon the occurrence of: (i) a Termination Event; (ii) a material breach of any term or representation or warranty contained in this Agreement by SLAS ([REDACTED: confidential and commercially sensitive terms]); or (iii) a default under the terms of the Consulting Agreement or ACMI Agreement by SLAS, which default has permitted the non-defaulting party to terminate such agreement and such non-defaulting party has actually terminated such other agreement; SLAS, in the case of item (i) above, and JET, in the case of items (ii) and (iii) above, may terminate this Agreement. In the event of such a material default or failure by Company termination, the remaining Escrowed Funds shall be returned to perform any of SLAS pursuant to the terms, covenants or provisions of this Subscription Receipt Agreement, Company SLAS’ obligation to acquire any Units shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any eventterminate and, if such termination was as a curable breach has not been cured within ninety result of a Termination Event, JET shall pay SLAS the Termination Fee. [REDACTED: confidential and commercially sensitive terms] (90c) days after notice requesting cure, Yissum shall have In the right, at event SLAS exercises its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement in prior to the event that Company release of the Escrowed Funds to JET, JET shall become involved in insolvency, bankruptcy, liquidation, winding-pay to SLAS the Termination Fee. The payment of the Termination Fee and any entitlement to liquidated damages pursuant to Section 7.2 for breaches up or receivership proceedings. Company to the date of termination shall immediately notify Yissum upon commencement be sole remedies of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on SLAS if it exercises its assetsright to terminate this Agreement pursuant to this Section 7.3(c). 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Resultsd) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or The termination of this Agreement shall not release Company from its obligation relieve any of the parties of their respective obligations or rights accrued up to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, and including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; . All terms set out under this Section 7.3, Article 1 and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 Article 8 of this Agreement shall survive any such termination. 10.6 No the termination or expiration of this Agreement. The termination of this Agreement shall constitute a not result in the termination or a waiver of any rights of either Party against other Agreement among SLAS and JET or JET Operations, including the other Party accruing at ACMI Agreement, Consulting Agreement or prior to the time of such terminationany Aircraft Lease Agreement, which shall continue until terminated in accordance with their terms. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the (a) The term of this Agreement shall expire commence on a country-by-country basis at the Effective Date and shall continue until such time when as Atlas is no Valid Claim existslonger providing credit support with respect to the L/Cs, because such credit support is no longer required, or if the L/Cs have been terminated, in each case, with no Patent was issued in a country, on remaining obligations of or liability to Atlas with respect thereto. This Agreement may be terminated at any time upon the eleventh anniversary mutual written agreement of the First Commercial Sale Parties. (b) ▇▇▇▇▇ agrees to keep the L/Cs in place until their respective Renewal Dates and to provide GGHI with notice at least 45 days prior to the effective date of the termination or non-renewal of any such countryL/C, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth case, other than in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default Material Breach Event (as defined below). Upon receipt of such notice from Atlas, or failure by Company upon a Material Breach Event, GGHI will direct its bank to perform any issue new letters of credit to replace the L/Cs, use commercially reasonable efforts to effect the replacement of such L/Cs and otherwise cooperate with Atlas in good faith to cause the L/Cs to be terminated. For the avoidance of doubt, ▇▇▇▇▇’s right to terminate the L/Cs is not contingent upon the replacement of the termsL/Cs. (c) At any time on or after the occurrence of a Material Breach Event, covenants or provisions of this Agreement, Company Atlas shall have ninety the right to cause the L/Cs to be terminated and to exercise all rights and remedies available as provided herein. “Material Breach Event” means the Company is in material breach of any representation, warranty or covenant under this Agreement (90which shall include the Company’s failure to timely pay the L/C Extension Payment, any Interest Payment or any L/C Fee Reimbursement) and (i) if such breach is subject to cure, thirty (30) days have passed after the giving of Atlas has provided written notice of such default by Yissum breach to correct the Company, which written notice describes in reasonable detail the nature of such defaultbreach, providedand such breach has not been cured within such thirty (30) day period, however, that or (ii) if the such breach is not capable of being cured cured, five (5) days have passed after ▇▇▇▇▇ has provided prior written notice to the Company if the L/Cs are drawn on in whole or in part at any time and the Company fails to reimburse and make whole Atlas and its affiliates within ninety ten (9010) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless (a) This Agreement shall terminate, without premium or penalty, on February 5, 2002 (the "STATED TERMINATION DATE") unless earlier terminatedterminated as provided in this Section. (b) The Borrowers' Agent may also terminate this Agreement at any time prior to the Stated Termination Date or during any renewal term if all of the following conditions have been satisfied: (i) it gives the Lenders' Agent at least fifteen (15) days' prior written notice of termination; (ii) it pays and performs (or causes to be paid and performed) all Obligations on or prior to the effective date of termination; and (iii) it pays the Termination Fee (or causes the Termination Fee to be paid) to the Lenders' Agent, as hereinafter providedfor the account of the Lenders, based on their Pro Rata Shares, on or prior to the term effective date of termination, which payment shall be in addition to the fees required by SECTION 6.4; PROVIDED, HOWEVER, that the Borrowers' Agent shall not be obligated to pay the Termination Fee if the reason for termination of this Agreement is that (I) the Bank (or any Affiliate thereof) has provided a revolving loan facility to the Borrowers which completely refinances the credit facility provided for in this Agreement; (II) the Lenders' Agent sends a notice to the Borrowers' Agent establishing Other Criteria; or (III) the Lenders' Agent sends a notice to the Borrowers' Agent to the effect that the Lenders' Agent shall expire on maintain a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary reserve pursuant to clause (E) of the First Commercial Sale in such countrydefinition of Availability; PROVIDED, thereafter the License in such country shall expireFURTHER, provided in each case HOWEVER, that Company may extend the term notwithstanding clauses (II) and (III) of the Agreement on a country-by-country basis for additional period of one year each by continuing preceding proviso, the Borrowers' Agent shall be required to pay the consideration set forth in section 3. In countires where a Patent was registered, after Termination Fee (or to cause the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully Termination Fee to be paid-up and sublicenseable License in relation ) if either: (x) the Borrowers' Agent fails to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of provide written notice to the Lenders' Agent of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, intent to terminate this Agreement within fifteen (15) days after (i) the Lenders' Agent sends a notice to the Borrowers' Agent establishing Other Criteria or (ii) the Lenders' Agent sends a notice to the Borrowers' Agent to the effect that the Lenders' Agent shall maintain a reserve pursuant to clause (E) of the definition of Availability; or (y) the Borrowers' Agent fails to pay and perform (or fails to cause to be paid and performed) all Obligations on or prior to the ninetieth (90th) day following the end of the fifteen (15) day period referred to in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement clause (x) of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsthis proviso. 10.4 In (c) The Lenders' Agent may, and at the event direction of the Majority Lenders the Lenders' Agent shall, also terminate this Agreement without notice while an Event of Default exists; provided that no Termination Fee shall be payable solely as a result of a termination pursuant to this sentence. (d) Upon the effective date of termination of this Agreement for any reason whatsoever, the License all Obligations shall terminate become immediately due and all rights to the Licensed Technology payable. (including Research Resultse) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement Agreement, until all Obligations are paid and performed in full, each of the Lenders' Agent and the Lenders shall not release Company from retain all its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or terminationrights and remedies hereunder (including, including the payment of Royalties without limitation, in all then existing and Subafter-License Revenuesarising Collateral). 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of this 9.1 This Agreement shall expire on come into force upon signature by both parties and shall remain in force for a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one (1) year each by continuing thereafter, unless the parties agree in writing to pay extend the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentAgreement. 10.2 9.2 If either party is in material breach of any of its obligations under this Agreement and fails to remedy such breach within thirty (30) days of receipt of written notice from the other party, the non-breaching party may terminate this Agreement with immediate effect with written notice of termination to the breaching party, without prejudice of any other right. 9.3 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company either party shall become involved insolvent or would make an assignment for the benefit of its creditors or proceedings in insolvency, voluntary or involuntary bankruptcy, liquidation, winding-up files or receivership proceedings. Company shall immediately notify Yissum upon commencement of any has filed against it a petition in bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing has a receiver appointed a substantial part of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against then the other Party accruing at or prior to the time of such termination. 10.7 Company party shall have the right to terminate this Agreement by giving notice in writing. 9.4 Novartis may terminate this Agreement upon written notice in the event that any governmental agency takes any final action that prevents Novartis from importing, exporting, purchasing or selling a product containing the Drug Substance for more than sixty (60) days. Prior to such termination ***. 9.5 Novartis may at any time on three time, upon sixty (360) months advance days prior written notice, unilaterally terminate this Agreement if Novartis divests, out-licences or otherwise disposes of a Novartis product containing the Drug Substance. 9.6 Novartis may immediately terminate this Agreement upon written notice in the event that Supplier fails to Yissumdeliver *** within *** following the Effective Date. In the event of such termination, Supplier shall promptly pay to Novartis ***. Such payment shall be without prejudice to any additional remedies expressly provided for herein which Novartis may have relating to such failure to deliver ***. 9.7 If this Agreement expires or is terminated in whole or in part for any reason, then in addition to any other remedies expressly provided for herein, Novartis shall receive shipment of all unshipped Drug Substance manufactured and/or packaged pursuant to a Firm Order, and upon payment which meet the Specifications and terms of this Agreement, at the price in effect at the time the Firm Order was placed. In addition, except where termination is by Supplier pursuant to Article 9.2 or 9.3, following termination Novartis will have the automatic right to request shipment of any unshipped Drug Substance for which Novartis has already paid. In addition, If Unigene has any additional available Drug Substance, then Novartis will have first right, but no obligation, to purchase such Drug Substance at the price in effect at the time of the termination, and, if Novartis elects to purchase, Unigene agrees to supply such Drug Substance in *** for released material and *** if the Drug Substance is prepared but not released. 9.8 Any termination or expiration of this Agreement shall not affect any outstanding obligations due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the parties may have under this Agreement. For avoidance of doubt, in the event of a termination by Novartis pursuant to Sections 9.4 or 9.5 hereof, Novartis shall have an obligation to purchase all amounts due unshipped Drug Substance manufactured and/or packaged pursuant to Yissum through a Firm Order at the effective date price in effect for the Firm Order. For greater certainty, termination of terminationthis Agreement, irrespective of the cause, shall not affect the obligations and responsibilities of the parties under Article 6 and 8, all of which shall survive any termination of this Agreement. 9.9 Upon expiration or termination of this Agreement, each party shall promptly return to the other all information and materials supplied by the other party which constitutes Confidential Information, except that following expiration or termination of this Agreement by Novartis pursuant to Sections 9.2, 9.3 or 9.6, Novartis shall be permitted to continue using any information or documentation provided pursuant to Section 3.4. 9.10 Other than as provided in Article 6 above, Novartis shall have no liability to Supplier or to any third party for any damages, losses, indemnity, compensation, costs or expenses of any kind for lost profits or perspective sales, investments made or expenses incurred in connection with the establishment, development or maintenance of Supplier's business, markets or customers, or any other similar claims, damages, fees or payments resulting from the expiration or termination of this Agreement. In particular, the parties agree that nothing in this Agreement obliges Novartis to carry out any development or other activities relating to or incorporating the Drug Substance.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter providedSubject to your payment of all Fees, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, starts on the eleventh anniversary of date indicated in the First Commercial Sale Invoice and shall continue in effect for a one-year period or such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional other period of one year each by continuing to pay the consideration expressly set forth in section 3the Invoice (“Initial Term”). In countires where Subject to your payment of the renewal and other Fees, this Agreement shall renew automatically for successive one- year terms or such other period as expressly set forth in the Invoice (each a Patent was registered“Renewal Term”). This Agreement shall terminate upon (a) your failure to timely pay any renewal or other Fees, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License as specifically set forth in relation to that Patent. 10.2 In the event any Invoice; (b) your delivery of a material default or failure by Company written notice of termination to perform SAGE 14 days prior to the commencement of each Renewal Term, provided that you are not in breach of any of the terms, covenants or provisions terms of this Agreement, Company shall have ninety ; or (90c) days after the giving your breach of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the this Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions failure to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) 30 days after written notice requesting curethereof by SAGE, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event provided that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and SAGE hereby reserves all rights and remedies available to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofit as a result of such breach. Notwithstanding the aforesaid, the Upon expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein you acknowledge and agree that you shall not be construed entitled to release either Party from a refund or offset of any amounts owed or paid to SAGE. Unless otherwise provided herein, remedies are cumulative and there is no obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No exercise a particular remedy. Expiration or termination of this Agreement shall constitute a termination not prejudice, limit, or a waiver of restrict any other rights of or remedies either Party against party may have arising prior to such expiration or termination. To the other Party accruing at or maximum extent permitted by law, SAGE has no obligation to refund any amounts paid by you. This Agreement may be amended by SAGE by providing you with forty five (45) days written notice prior to the time end of such terminationthe Initial Term or each Renewal Term. 7. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the (a) The term of this Agreement shall expire commence on a country-by-country basis at the date first written above and, unless sooner terminated as provided herein, shall remain in effect until such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary as all of the First Commercial Sale Properties have been disposed of by the Property Owners; provided, however, that, this Agreement may be terminated by the TRT Advisor (i) for “cause” at any time by delivering to the Product Specialist a written notice of termination stating in reasonable detail the grounds for termination, (ii) as to a specific Property if such countryProperty is sold (whereupon Exhibit A attached hereto shall be revised to reflect such sale), thereafter and (iii) upon the License in such country shall expire, provided in each case that Company may extend the term removal of the Agreement on Product Specialist as Managing Partner of the Joint Venture as a country-by-country basis for additional period result of one year each by continuing to pay a “Change of Control Event” (as defined in the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentJoint Venture Partnership Agreement). 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions (b) For purposes of this Agreement, Company the term “cause” shall have ninety mean (901) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach by the Product Specialist of any material provision of this Agreement; (2) fraud by the Product Specialist with respect to any matter relating to this Agreement; (3) gross negligence by the Product Specialist in the performance of its duties under this Agreement; (4) willful misconduct by the Product Specialist in the performance of its duties under this Agreement; (5) the Product Specialist has filed a voluntary bankruptcy petition or becomes the subject of an order for relief or is not capable declared insolvent in any federal or state bankruptcy proceedings; (6) the Product Specialist (or any affiliate) is terminated as Property Manager under the Management and Leasing Agreement; (7) the Product Specialist (or any affiliate) is removed for “cause” as the Managing Partner of being cured within ninety the Joint Venture under the Joint Venture Partnership Agreement; (90) days 8) the breach by DDR of such written noticeany material provision of the Master Lease, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable which breach has not been cured within ninety the applicable cure period provided in such agreement; (909) days after notice requesting curethe breach by DDR or any of the other “Contributors” under the Contribution Agreement of any material provision of the Contribution Agreement, Yissum shall have which breach has not been cured within the rightapplicable cure period provided in such agreement; or (10) the Product Specialist’s transfer of its interest in the Joint Venture to any Person that is not a Related Party to the Product Specialist. If the Product Specialist’s breach of this Agreement relates only to a specific Property, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to TRT Advisor may terminate this Agreement in the event only as to that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsspecific Property. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminatedThis Agreement will continue in full force and effect until it is terminated by the parties. This Agreement may be terminated in any of the following ways: (a) it may be renegotiated and replaced by a written agreement signed by both parties; (b) Rural/Metro may elect to terminate this Agreement with or without "Cause", as hereinafter provideddefined below; (c) Executive may elect to terminate this Agreement with or without "Good Reason", as defined below; or (d) either party may serve notice on the term other of its desire to terminate this Agreement at the end of the "Initial Term" or any "Renewal Term". The "Initial Term" of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existsby its terms 5 years from the Effective Date of this Agreement, or if no Patent was issued unless sooner terminated in a country, on accordance with the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement. This Agreement will be renewed at the end of the Initial Term for additional one-year periods (a "Renewal Term"), Company shall have ninety unless either party serves notice of its desire not to renew or of its desire to modify this Agreement on the other. Such notice must be given at least forty-five (9045) days after before the giving end of written notice the Initial Term or the applicable Renewal Term. If Rural/Metro notifies Executive of its desire not to renew this Agreement pursuant to this paragraph 5 and at the time of such default by Yissum to correct such default, provided, however, that if the breach is notification Rural/Metro does not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, "Cause" to terminate this Agreement in pursuant to paragraph 6A, Executive shall receive the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedingsSeverance Benefits pursuant to paragraph 9. Company shall immediately notify Yissum upon commencement If Executive notifies Rural/Metro of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of his desire not to renew this Agreement for any reason whatsoever, the License shall terminate pursuant to this paragraph 5 and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right notification Executive has Good Reason to terminate this Agreement at pursuant to paragraph 7A, Executive shall receive the Severance Benefits pursuant to paragraph 9. Executive also shall receive the Severance Benefits pursuant to paragraph 9 if Rural/Metro proposes to modify this Agreement in a manner that gives rise to Good Reason pursuant to paragraph 7A for Executive's termination of employment and Executive rejects such proposed modifications. Severance Benefits will not be payable pursuant to the preceding sentence if Rural/Metro rescinds the proposed modifications and offers Executive a new Agreement that does not include any time on three (3) months advance notice proposed modifications that give rise to Yissum, and upon payment Good Reason for Executive's termination of all amounts due to Yissum through the effective date of terminationemployment.

Term and Termination. 10.1 Unless earlier terminated(1) This Agreement shall become effective upon signature by both Parties (hereinafter “Effective Date”) and shall remain in force for a period until [***] (hereinafter “Initial Term”) respectively for the Extension Term, as hereinafter providedif any, in accordance with Article 3.3, unless otherwise terminated in writing by SGE in accordance with Article 8.2 or SOLYNDRA in accordance with Article 8.3 or in accordance with Article 9. (2) SGE may terminate this Agreement effective upon written notice to SOLYNDRA in the term event of one or more of the following occurrences: a) violation of a material provision of this Agreement by SOLYNDRA, if such violation shall expire on not have been remedied by SOLYNDRA within sixty (60) days after written notice complaining of such breach was given; or b) discontinuation by SOLYNDRA of its business or payment to creditors, insolvency or bankruptcy or a country-by-country basis at comparable official procedure, dissolution or liquidation, appointment of a trustee or receiver for all or any part of assets of SOLYNDRA; or c) material change in the legal entity or ownership of SOLYNDRA, if such time when no Valid Claim existschange may be reasonably deemed to affect detrimentally the results, or if no Patent was issued in a country, on which could have rightfully expected from the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term performance of the Agreement on by SGE. *** Information has been omitted pursuant to a country-by-country basis request for additional period confidential treatment which has been filed separately with the Securities and Exchange Commission. Supply Agreement SOLYNDRA – SCHOTT If SGE terminates this Agreement according to this Article 8.2 c), SGE shall be obliged to repay any amounts of one year each by continuing the Advance Payment which at the date of termination of this Agreement had not yet been repaid to pay the consideration set forth in section 3. In countires where a Patent SOLYNDRA due to reasons SGE was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentresponsible for. 10.2 In (3) SOLYNDRA may terminate this Agreement effective upon written notice to SGE in the event of one or more of the following occurrences with regard to SGE: a) violation of a material default or failure by Company to perform any of the terms, covenants or provisions provision of this AgreementAgreement by SGE, Company if such violation shall not have ninety been remedied by SGE within sixty (9060) days after the giving of written notice complaining of such default breach was given; or b) discontinuation by Yissum SGE of their business or payment to correct creditors, insolvency or bankruptcy or a comparable official procedure, dissolution or liquidation, appointment of a trustee or receiver for all or any part of assets of SGE; c) material change in the legal entity or ownership of SGE, if such defaultchange may be reasonably deemed to affect detrimentally the results, provided, however, that if which could have rightfully expected from the breach is not capable performance of being cured within ninety (90) days of such written notice, the Agreement may by SGE. This shall not apply with regard to changes of ownership regarding SGE that occur within the ▇▇▇▇▇▇ group of companies. If SOLYNDRA terminates this Agreement according to this Article 8.3 a) through c), SGE shall be terminated so long as Company commences and is taking commercially reasonable actions obliged to cure such breach as promptly as practicable. In repay any event, if a curable breach has amounts of the Advance Payment which at the date of termination of this Agreement had not yet been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, repaid to terminate this AgreementSOLYNDRA due to reasons SGE was responsible for. 10.3 Yissum (4) Notice of termination shall have the right, at its option, to terminate this Agreement be in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetswriting. 10.4 In the event of (5) The termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of affect any rights of either Party against and obligations which have accrued by the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 14.1 Unless terminated earlier terminatedas set forth in Section 14.2 or 14.3 herein below, this Agreement shall subsist so long as hereinafter providedthere is any pending patent application within the Leicester IP or the Joint IP, any patent application in the term process of being prepared for filing as agreed to by Omeros and Leicester or any valid and subsisting claim included within any patent, utility model or inventor’s certificate within the Leicester IP or the Joint IP (the “License Term”). 14.2 Omeros may terminate this Agreement by providing ninety (90)-days advance written notice of termination under this Section 14.2 to Leicester, with or without cause, [†]. 14.3 Either party may terminate this Agreement at any time in the event that the other party (a) breaches any material obligation of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of first submitting written notice of such default by Yissum breach to correct such defaultthe breaching party, provided, however, that if the which breach is not capable of being substantially cured within ninety (90) days of the receipt of such written notice, followed by written notice of termination then being sent to the Agreement may breaching party, or (b) declares or is adjudged by a court of competent jurisdiction to be insolvent, bankrupt or in receivership, and such insolvency, bankruptcy or receivership materially limits such party’s ability to perform its obligation under this Agreement, excluding reorganizations entered into by such party with the consent of the other party, which consent shall not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicableunreasonably withheld. In † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 14.4 Omeros may at any event, if a curable breach has not been cured within time terminate its sponsorship of the Sponsored Research by providing ninety (90) days after 90)-days advance written notice requesting cureof termination under this Section 14.4 to Leicester, Yissum shall have the rightwith or without cause, at its optionany time, in which event Sections 2.1 — 2.3 herein shall cease to terminate this Agreement. 10.3 Yissum be effective, and Sections 2.4 and 2.5 shall have cease to be effective after all reports are provided and accepted and all payments are made for Sponsored Research performed in accordance with the rightapplicable Research Plan prior to such notice, at its option, to terminate but the remainder of this Agreement shall continue in full force and effect for the event that Company shall become involved in insolvencyLicense Term, bankruptcy, liquidation, winding-up or receivership proceedingsincluding all rights and obligations of both parties hereunder. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of Omeros’ termination of its sponsorship of the Sponsored Research under this Agreement for Section 14.4, Omeros shall pay to Leicester any reason whatsoever, the License shall terminate and all rights non-cancelable sums reasonably incurred or committed to by Leicester prior to receipt of the Licensed Technology notice of termination. 14.5 The provisions of Sections 2.6 (including Research ResultsPublication), 3 (Ownership of Intellectual Property), 4.2 - 4.6 (License as applicable to Joint IP and right of first refusal), 8 (Patent Prosecution as applicable to Joint IP), 9 and 10 (Representations and Warranties and Other Obligations), 11 (Confidentiality), 12 (Indemnification), 13 (Enforcement as applicable to Joint IP), 15 (Use of Names) and 16 (Miscellaneous) above shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the survive expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to for the Agreement’s expiration or terminationperiod set forth therein or, including the payment of Royalties and Sub-License Revenuesif no period is set forth therein, then indefinitely. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated13.1 This Agreement shall become effective as of the EFFECTIVE DATE and expires when ZENECA’s obligations to pay running royalties according to Articles 4.2 and 4.3 expire. 13.2 If ZENECA determines that it is not feasible for ZENECA to pursue the development, as hereinafter providedlaunch or sale of LICENSED PRODUCTS due to a scientific, technical, regulatory and/or commercial reason, including but not limited to (i) adverse events of the COMPOUNDS or LICENSED PRODUCTS or (ii) marketability of the LICENSED PRODUCTS or (iii) reasons related to patent coverage, ZENECA shall promptly notify SHIONOGI in writing of such determination and provide SHIONOGI with the pertinent information with respect thereto. Promptly following the receipt of such notice from ZENECA, the term of PARTIES shall discuss the situation in good faith. Following such discussion, ZENECA may terminate this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have upon ninety (90) days prior written notice. 13.3 Following launch of the LICENSED PRODUCTS in any country of the TERRITORY, ZENECA shall have the right to withdraw the LICENSED PRODUCTS from sale in such country, due to scientific, technical, regulatory and/or commercial reasons, including but not limited to adverse events of the COMPOUND or LICENSED PRODUCTS or marketability of the LICENSED PRODUCTS. ZENECA shall promptly notify SHIONOGI in writing of such determination and provide SHIONOGI with the pertinent information with respect thereto. Promptly following the receipt of such notice from ZENECA, the PARTIES shall discuss the situation in good faith. Following such discussion, ZENECA may withdraw the LICENSED PRODUCTS from sale in such country; provided that ZENECA shall be entitled to withdraw the LICENSED PRODUCTS from sale without advance discussions with SHIONOGI if the withdrawal is for safety reasons. 13.4 After expiration of this Agreement pursuant to Article 13.1 above, ZENECA’s license shall be considered fully paid and become non-exclusive, and ZENECA and its AFFILIATES and SUBLICENSEES shall be allowed to continue using all KNOW-HOW for the manufacture, sale or use of the COMPOUNDS and/or LICENSED PRODUCTS with no further consideration to SHIONOGI. 13.5 This Agreement shall be terminable by either PARTY at any time, upon the occurrence of any of the following events; (i) Should the other PARTY hereto become insolvent, or if proceedings in voluntary or involuntary bankruptcy or pursuant to any other insolvency law shall be instituted by, on behalf of or against the other PARTY, or if a trustee or receiver of the party’s property shall be appointed; or (ii) If the other PARTY commits any material breach of any of the terms of this Agreement and (a) fails to remedy such breach within sixty (60) days after the giving of written notice thereof has been given by the non-breaching PARTY, or (b) in the event that such breach is not capable of cure within such default by Yissum sixty (60) day period, fails to correct commence to cure such default, breach within such period and thereafter to prosecute such cure diligently to completion; provided, however, that if in no event shall the breach is not capable of being cured within ninety period for such cure be greater than one hundred twenty (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90120) days after the non- breaching party’s notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementof such breach. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or 13.6 The termination of this Agreement shall not release Company relieve the PARTIES from its obligation to carry out performing any financial or other obligation which it was liable to perform obligations accrued prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenuesdate this Agreement terminates. 10.5 13.7 Upon termination of this Agreement pursuant to Article 3.8, 13.2 or 13.5, ZENECA shall promptly return all KNOW-HOW supplied from SHIONOGI and cease any activities allowed hereunder (including without limitation development, manufacture, use and/or sale of the COMPOUNDS and the LICENSED PRODUCTS); provided however, that ZENECA, its AFFILIATES and SUBLICENSEES shall have the right, if applicable, to sell any remaining COMPOUNDS or LICENSED PRODUCTS made prior to said termination and shall pay to SHIONOGI any royalties owed to SHIONOGI with respect to such sales. ZENECA shall also transmit free of charge to SHIONOGI registration data generated by ZENECA up to the date of early termination without delay. Moreover, upon early termination (except the case that this Agreement is terminated by ZENECA in accordance with Article 13.5 above) and upon SHIONOGI’s request, ZENECA shall grant or cause to be granted to SHIONOGI a worldwide license, with the right to sublicense to any THIRD PARTY, to manufacture, use and sell the COMPOUNDS and LICENSED PRODUCTS under any patent rights held or controlled by ZENECA, its AFFILIATES or SUBLICENSEES which cover the development, manufacture, use and/or sale of the COMPOUNDS and the LICENSED PRODUCTS, and utilizing ZENECA’s registration data (including its AFFILIATES’ and/or SUBLICENSEES’ registration data) generated up to the date of early termination on the terms and conditions mutually agreed upon by the PARTIES. If the HEALTH REGISTRATION APPROVAL of any LICENSED PRODUCT is already held by ZENECA, its AFFILIATES and/or SUBLICENSEES at the date of early termination of this Agreement (except the case that this Agreement is terminated by ZENECA in accordance with Article 13.5 above), ZENECA shall also take all reasonable steps to transfer or cause to be transferred, free of charge, such HEALTH REGISTRATION APPROVAL to SHIONOGI. 13.8 Early termination of this Agreement by the non-breaching PARTY shall in no way affect or limit such non-breaching party’s right to claim against the breaching PARTY for any reason, nothing herein shall be construed to release either Party from any damages arising out of the breach of this Agreement. 13.9 ZENECA’s payment obligation that matured prior to the effective date of such termination; under Article 3.2 and Articles 1, 5, 7, 8, 9, 10, 11, 12 13.4 and 13 13.7 shall survive any such termination. 10.6 No the termination or expiration of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such terminationAgreement. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated11.1 If LICENSEE ceases to carry on its business, this Agreement shall terminate upon written notice by MICHIGAN attempted to be delivered to the address for notices provided in Article 13. 11.2 If LICENSEE fails to make any payment due to MICHIGAN, then upon thirty (30) days’ written notice by MICHIGAN, this Agreement shall terminate unless MICHIGAN specifically extends such date in writing. Such termination shall not foreclose MICHIGAN from collection of any amounts owed and remaining unpaid as hereinafter providedof termination, the term or from seeking other legal relief. 11.3 Upon any material breach of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, by LICENSEE (other than as specifically provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written noticeherein, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such terms of which shall take precedence over the handling of any other material breach as promptly as practicable. In any eventunder this Paragraph), if a curable breach MICHIGAN has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, right to terminate this Agreement in the event that Company effective on sixty (60) days’ written notice to LICENSEE. Such termination shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum automatically [***] = CONFIDENTIAL TREATMENT REQUESTED effective upon commencement expiration of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetssixty (60) day period unless LICENSEE cures the material breach before the period expires. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 11.4 LICENSEE has the right to terminate this Agreement at any time on three ninety (390) months advance days’ written notice to Yissum, and upon payment of MICHIGAN if LICENSEE first: (a) pays all amounts due to Yissum MICHIGAN through the effective date of the termination; (b) submits a final report of the type described in Paragraph 4.2; and (c) returns any patent documentation (including that exchanged under Article 7) and any other confidential or trade-secret materials provided to LICENSEE by MICHIGAN in connection with this Agreement, or, with prior approval by MICHIGAN, destroys such materials, and certifies in writing that such materials have all been returned or destroyed. Upon notice of intent to terminate, MICHIGAN may elect to immediately terminate this Agreement upon written notice. 11.5 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 any previously accrued rights and obligations and further as follows: (a) obligations to pay royalties and other sums, or to transfer equity or other consideration, accruing hereunder up to the day of such termination, whether or not this Agreement provides for a number of days before which actual payment is due and such date is after the day of termination and whether or not a required funding event or other stock transfer trigger has yet been met; (b) MICHIGAN’s rights to inspect books and records as described in Article 4, and LICENSEE’s obligations to keep such records for the required time; (c) any cause of action or claim of LICENSEE or MICHIGAN accrued prior to such termination because of any breach or default by the other Party hereunder; (d) the provisions of Articles 1, 8, 9, 10, 11 and 14; and (e) all other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or both Parties. 11.6 After any expiration or termination of this Agreement, each Party agrees to waive and does hereby waive any right it may have under the laws of any jurisdiction to require any approval or accounting with regard to any assignment or sublicense regarding any of the co-owned PATENT RIGHTS that the other Party may enter into after such termination. To the extent that any such waiver is ineffective or prohibited by applicable laws, then each of the Parties agrees to consent and does hereby consent to any such assignment or sublicense entered into by the other Party. [***] = CONFIDENTIAL TREATMENT REQUESTED 11.7 If LICENSEE asserts in a formal written communication the invalidity or unenforceability of issued any claim included in the PATENT RIGHTS, including by way of litigation or administrative proceedings or files a post grant review (including re-examination or opposition), of any claim included in the PATENT RIGHTS or files a protest of any pending claim included in the PATENT RIGHTS, either directly or through any other party, then MICHIGAN shall have the right to immediately terminate this Agreement upon written notice to LICENSEE. 11.8 Far avoidance of doubt, in the case of PATENT RIGHTS that are co-owned by MICHIGAN and LICENSEE, any expiration or termination of this Agreement will result in the termination only of LICENSEE’s license under MICHIGAN’s interests in those PATENT RIGHTS, and LICENSEE shall continue to be free to use and exploit its interests in such PATENT RIGHTS without approval from or accounting to MICHIGAN.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of (a) The license granted in this Agreement shall expire on remain in effect unless terminated by mutual agreement of the parties or by Licensor as provided below, provided that any termination pursuant to this Section shall be subject to the prior written consent of any collateral assignee if this Agreement is then subject to a country-by-country basis at such time when no Valid Claim existscollateral assignment for security purposes. (b) Licensor may terminate this Agreement as to any Licensee, or as to all Licensees, if no Patent was issued in a country, on (i) the eleventh anniversary Licensor ceases to be the sole general partner of the First Commercial Sale Partnership or the Operating Partnership, or (ii) Licensor deems it necessary, in such countryits sole discretion, thereafter the License in such country shall expire, provided in each case that Company may extend the term of to terminate the Agreement on a country-by-country basis for additional period in order to settle any claim of one year each by continuing infringement, unfair competition or similar claim, against Licensor and/or any Licensee, that arises out of or relates to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration use of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the termsMarks by Licensor or any Licensee, covenants or provided that no such termination pursuant to subsection (b)(i) shall be permitted with respect to any Licensee that is a Permitted Transferee. Termination pursuant to subsection (b)(ii) shall be effective immediately upon receipt of written notice to the affected Licensee(s). (c) Licensor may terminate this Agreement as to any Licensee that materially breaches any of the provisions of this Agreement, Company provided that such Licensee shall have ninety (90) 15 days after the giving of receiving written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured from Licensor within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions which to cure such breach as promptly as practicablebreach. In any event, if a curable breach If such Licensee has not been cured within ninety (90) days after notice requesting cureaccomplished such cure to the reasonable satisfaction of Licensor, Yissum shall have the rightin Licensor’s sole discretion, at its optionthe end of said 15 day period, then Licensor may terminate the Agreement effective immediately upon further written notice to terminate this Agreementsuch Licensee. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 (d) In the event of termination as to any Licensee, such Licensee shall promptly cease all use of this Agreement for the Marks in any reason whatsoeverform. Such Licensee shall use all commercially reasonable efforts to remove the Marks promptly from all property owned or controlled by Licensee, the License shall terminate and all rights including without limitation any signs, storage units, facilities, or promotional materials. Any sublicenses granted pursuant to the Licensed Technology (including Research ResultsSection 5(b) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation automatically terminate. (e) If the General Partner has ceased to carry out be the general partner of the Partnership or the Operating Partnership for any financial or reason except removal other obligation which it was liable than for cause, and Licensor terminates this Agreement pursuant to perform prior subsection (b)(i), Licensor shall pay to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior Operating Partnership a fee equal to the effective date fair market value of such termination; and Articles 1the ▇▇▇▇. Otherwise, 5, 7, 8, 9, 10, 11, 12 and 13 Licensor shall survive not owe any such fee to any Licensee upon termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, otherwise terminated by operation of law or by acts of the term parties in accordance with the terms of this Agreement, this Agreement and the licenses granted hereunder shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, begin on the eleventh anniversary Effective Date and terminate upon expiration of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term last to expire of the Licensed Patents ("Term"). 10.2 This Agreement and all of Genta's rights and obligations hereunder shall be terminable by Genta at any time, and for any or no reason, upon thirty (30) days written notice to MBI. 10.3 MBI shall not have any right to terminate the licenses granted to Genta pursuant to Section 2 hereof for any reason whatsoever and, notwithstanding Section 10.4, such licenses shall continue in full force and effect beginning on a country-by-country basis for additional period of one year each by the Effective Date and continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after until the expiration of Patentthe last to expire of the Licensed Patents, Company except that MBI may terminate such licenses in the following two instances only, by providing thirty (30) days written notice to Genta: (a) if Genta has materially breached its obligations under Section 4 hereof; or (b) if Genta has materially breached it obligations under Section 13 hereof. Such written notice shall have state whether the material breach by Genta is alleged under subsection (a) or (b) of this Section 10.3 and shall state the factual basis of such allegation. If Genta disputes its alleged material breach, Genta shall notify MBI in writing within ten (10) days of MBI's notice, and the dispute regarding MBI's right to terminate and Genta's alleged breach will be adjudicated by binding arbitration under the American Arbitration Association by a perpetualpanel of three arbitrators, worldwideone selected by each party and the third selected by the other two arbitrators. Any arbitration proceeding commenced by any party shall be held in New York City, royalty-freeNew York. The decision of the arbitrators shall be final and binding upon the parties and judgment upon the decision by the arbitrators may be entered in any court of competent jurisdiction, fully paid-up and sublicenseable License execution may be had thereon. The expense of such arbitration, including attorneys' fees, shall be allocated between the parties as the arbitrators may decide and as the claims and interests of each party may prevail. Pending final determination of such arbitration, the licenses granted to Genta pursuant to Section 2 hereof shall continue in relation to that Patentfull force and effect. 10.2 10.4 This Agreement shall be terminable upon the material breach or default of any party. In the event of a material breach or default or failure by Company to perform any of a party ("Defaulting Party"), the terms, covenants or provisions of this Agreement, Company other party ("non-Defaulting Party") shall have ninety (90) days after give the giving of Defaulting Party written notice of such the default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, election to terminate this Agreement at the expiration of a probation period of sixty (60) days from the date of the notice. If the Defaulting Party fails to resolve the default in the event probation period by (i) curing the default, (ii) providing a written explanation satisfactory to the Non-Defaulting Party that Company a default has not occurred, or (iii) entering into a written agreement with the Non-Defaulting Party for the cure or other resolution of the default, then the Non-Defaulting Party may terminate this Agreement by giving written notice to the Defaulting Party, and the termination will be effective upon the date specified in such notice. All termination rights shall become involved be in insolvency, bankruptcy, liquidation, windingaddition to and not in substitution for any other remedies that may be available to the Non-up Defaulting Party. Termination pursuant to this Section 10.4 shall not relieve the Defaulting Party from liability and damages to the Non-Defaulting Party for default. Waiver by any party of a single default or receivership proceedings. Company a succession of defaults shall immediately notify Yissum upon commencement not deprive such party of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing right to terminate this Agreement arising by reason of an attachment on its assetsany subsequent default. 10.4 In the event of 10.5 Any termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration does not relieve any party of any obligation or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform liability accrued prior to the Agreement’s expiration termination or termination, including rescind anything done by any party and the payment termination does not affect in any manner any rights of Royalties and Sub-License Revenues. 10.5 Upon termination of any party arising under this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 9.1 The term of this Agreement shall be for the life of the last to expire on of the patents or patent applications of the Assigned Proprietary Property, whichever is later, unless sooner terminated as herein provided. 9.2 If DepoTech shall determine that it intends to declare itself insolvent or file for bankruptcy or reorganization, it shall give ten (10) days’ written notice to RDF. Notwithstanding the above, if DepoTech shall become bankrupt or insolvent; if the business or any assets or property of DepoTech shall be placed in the hands of a country-by-country basis at such time when no Valid Claim existsreceiver, assignee or trustee, whether by the voluntary act of DepoTech or otherwise; if DepoTech institutes or suffers to be instituted any procedure in bankruptcy court for reorganization or rearrangement of its financial affairs; or if no Patent was issued DepoTech makes a general assignment for the benefit of creditors, this Agreement shall immediately terminate, and DepoTech shall reassign to RDF all right, title, and interest in a countrythe Assigned Proprietary Property, on unless such bankruptcy, insolvency, receivership or assignment for the eleventh anniversary benefit of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company creditors shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the been cured within thirty (30) days of such event occurring. Upon occurrence of a material default or failure by Company to perform any of the termsforegoing events, covenants DepoTech shall give immediate written notice thereof to RDF. 9.3 Upon any material breach or provisions of material default under this AgreementAgreement by DepoTech, Company RDF may give written notice thereof to DepoTech, and DepoTech shall have ninety (90) days after the giving of written such notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicableor default. In any eventIf such breach or default is not so cured, if RDF may then in its sole discretion and option (a) convert this Agreement into a curable breach has not been cured within ninety non-exclusive license agreement, or (90b) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement whereupon DepoTech shall reassign to RDF the Assigned Proprietary Property or (c) seek such other relief as may be provided by law in such circumstances by giving written notice thereof to DepoTech. 9.4 If DepoTech contests or assists another in contesting the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement validity of any bankruptcyof the patents assigned hereunder in a court of competent jurisdiction, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company RDF shall have the right to terminate this Agreement, whereupon DepoTech shall reassign to RDF the Assigned Proprietary Property. 9.5 Upon termination of this Agreement at by reason of any time breach or default of DepoTech, DepoTech agrees to discontinue the commercialization of the Assigned Proprietary Property, except for the sale of goods on three (3) months advance notice hand. 9.6 Upon termination hereof for any reason, the licenses to Yissumthird parties by DepoTech under the terms and conditions herein set forth shall remain in effect in accordance with the terms thereof, and upon payment of all amounts due DepoTech shall assign such Agreements to Yissum through the effective date of terminationRDF.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term The Term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued commence upon the date that the Applicant opens the Cannabis Business in a country, on the eleventh anniversary Cambridge and shall remain in effect until one of the First Commercial Sale in such countryfollowing occurs: a.) the Cannabis Control Commission revokes the Applicant's license to operate the Cannabis Business, thereafter thereby requiring the License in such country shall expire, provided in each case that Company may extend the term Applicant to cease operation of the Cannabis Business; or, b.) the Applicant terminates this Agreement on a country-by-country basis for additional period upon the permanent cessation of one year each by continuing all Cannabis Business at its location within the City of Cambridge, having given the City at least ninety (90) days' prior written notice of its plans to pay permanently cease operations; or, c.) five (5) years have elapsed since the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions Effective Date of this Agreement, Company shall have except that the Parties agree that if it appears that this Agreement will terminate by virtue of it having been in effect for the maximum term of five (S) years, then at least ninety (90) days after prior to such Termination the giving of written notice of Parties may work in good faith to negotiate a successor agreement to this Agreement or if such default by Yissum to correct such default, provided, however, that if the breach a new agreement is not capable reached, then the Applicant shall immediately cease all of being cured within ninety (90its operations at the Premises; or d.) days the City determines that the Applicant has breached a material term of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have , including the rightStatement of Interest incorporated by reference to this Agreement, at or has failed to comply with any State or local law, code, rule, regulation or requirement, and has notified the Applicant in writing of its option, decision to terminate this Agreement in the event that Company based on such breach. It shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination be considered a material breach of this Agreement for if more than ten percent (10%) of the ownership interest in the Applicant is transferred, sold, or otherwise conveyed to any reason whatsoeverperson, corporation, trust or other legal entity after the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination execution of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform by the Parties, without the prior to written approval of the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of City. If this Agreement for any reasonis terminated based on paragraphs (a), nothing herein (b), (c) or (d) above, then the Applicant shall be construed to release either Party from any obligation that matured prior to Immediately cease all of its operations at the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationPremises. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the term of 11.1 DUKE may terminate this Agreement shall expire on upon written notice to LICENSEE if the LICENSEE enters liquidation, has a country-by-country basis at such time when no Valid Claim exists, receiver or if no Patent was issued in a country, on the eleventh anniversary administrator appointed over all or substantially all of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing its assets related to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have makes any voluntary arrangement with any of its creditors, or ceases to carry on business, or files for bankruptcy or if an involuntary petition is filed against LICENSEE, or any similar event under the law of any foreign jurisdiction, if such proceeding is not dismissed within ninety (90) days after the giving of written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementfiling thereof. 10.3 Yissum shall have 11.2 Upon any material breach of this Agreement by LICENSEE, DUKE has the right, at its option, right to terminate this Agreement in the event that Company effective on sixty (60) days’ written notice to LICENSEE. Such termination shall become involved in insolvencyautomatically effective upon expiration of the sixty (60)-day period unless LICENSEE cures the material breach before the period expires, bankruptcyor if such breach is not amenable to cure within such sixty (60) day period, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or then if LICENSEE provides within such sixty (60) day period a plan for the placing of an attachment on its assetsprompt cure thereof and is actively executing such plan until cure thereof. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have 11.3 LICENSEE has the right to terminate this Agreement at any time on three sixty (360) months advance days’ written notice to YissumDUKE. LICENSEE, and upon payment within sixty (60) days of the termination date shall: (a) pay all amounts due to Yissum DUKE through the effective date of the termination; (b) submit a final report of the type described in Paragraph 4.2; (c) return any patent documentation (including that exchanged under ARTICLE 7 -) and any other Confidential Information or physical materials provided to LICENSEE by DUKE in connection with this Agreement, or, with prior approval by DUKE, destroy such materials, and certify in writing that such materials have all been returned or destroyed; and (d) suspend its manufacture, use and SALE of the LICENSED PROCESS(ES) and LICENSED PRODUCT(S). 11.4 In addition, in the event that the FDA does not authorize an expanded use program for any LICENSED PRODUCT or LICENSED PROCESS or LICENSEE otherwise determines that commercialization of any LICENSED PRODUCT or LICENSED PROCESS is commercially impracticable (including due to a failure by DUKE to provide the RELEVANT DATA as set forth in Paragraph 2.5, or to enter into the MANUFACTURING AND SUPPLY AGREEMENT), LICENSEE has the right to terminate this Agreement upon sixty (60) days’ written notice to DUKE with respect to such LICENSED PRODUCT(S) or LICENSED PROCESS(ES). If LICENSEE does not terminate the entire License Agreement, the parties shall negotiate in good faith the milestones and milestone payments due for the remaining LICENSED PRODUCT(S) or LICENSED PROCESS(ES), as well as a reduction of the Minimum Annual Royalties, to account for the terminated LICENSED RIGHTS hereunder. 11.5 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 any previously accrued rights and obligations and further as follows: (a) obligations to pay royalties and other sums, including any outstanding patent fees and costs pursuant to Article ARTICLE 7 - up to the termination date, whether or not this Agreement provides for a number of days before which actual payment is due and such date is after the day of termination; (b) DUKE’s rights to inspect books and records as described in Article 4, and LICENSEE’s obligations to keep such records, in each case for the required time; (c) any cause of action or claim of LICENSEE or DUKE accrued or to accrue because of any breach or default by the other party hereunder; and (d) the provisions of Articles ARTICLE 1 -, ARTICLE 9 - ARTICLE 10 - and ARTICLE 13 - ARTICLE 15 -, and Paragraphs 2.3, 6.3, and 11.5 For clarity in the event of expiration (i.e., expiration of the ROYALTY TERM), but not upon any earlier termination, the licenses granted to LICENSEE herein shall become, perpetual, fully-paid and irrevocable. Termination by either party hereunder shall not alter or affect any other rights or relief that either party may be entitled to under law. 11.6 If LICENSEE or a SUBLICENSEE, or any AFFILIATE thereof, asserts the invalidity or unenforceability of any claim included in the PATENT RIGHTS (“Patent Challenge”), including by way of litigation or administrative proceedings, either directly or through any other party, and such action is not withdrawn within sixty (60) days after DUKE’s request to LICENSEE to do so, then DUKE shall have the right to immediately terminate this Agreement upon written notice to LICENSEE. If a SUBLICENSEE initiates a Patent Challenge and LICENSEE exercises its right to terminate the applicable sublicense agreement, then DUKE shall not have the right to terminate this Agreement on account of such Patent Challenge. Notwithstanding anything to the contrary herein, “Patent Challenge” does not include any counterclaim or affirmative defense by LICENSEE, its AFFILIATE or SUBLICENSEE as defendant in any patent infringement proceeding or action by or under the authority of DUKE.

Term and Termination. 10.1 7.1 Unless earlier terminated, terminated as hereinafter provided, this AGREEMENT shall remain in full force and effect for the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary life of the First Commercial Sale in last to expire patent issued under the Patent Rights; provided, however, that with respect to any products incorporating Technical Information, the AGREEMENT shall extend for so long as any such countryproducts are sold by Repligen, thereafter its Affiliates or Sublicensees. 7.2 If Repligen shall cease to carry on its business with respect to LICENSED PRODUCTS, the License in such country AGREEMENT shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each terminate upon notice by continuing DFCI. 7.3 Should Repligen fail to pay DFCI such royalties as are due and payable hereunder, DFCI shall have the consideration set forth in section 3right to terminate this AGREEMENT on forty-five (45) days written notice, unless Repligen shall pay DFCI within the forty-five (45) notice period, all such royalties and interest that are due and payable. In countires where a Patent was registered, after Upon the expiration of Patentthe forty-five (45) day period, Company if Repligen shall not have paid all such royalties and interest due and payable, DFCI, at its sole option, may immediately terminate this AGREEMENT and all rights, privileges and license hereunder granted. 7.4 Repligen shall have a perpetualthe right to terminate this AGREEMENT at any time upon six (6) months written notice to DFCI, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In upon payment of all amounts due DFCI through the event effective date of a termination. Upon any material breach or default or failure by Company to perform any of the terms, covenants or provisions of this AgreementAGREEMENT by DFCI, Company Repligen shall have the right to terminate this AGREEMENT upon ninety (90) days after the giving of written notice to DFCI. Such termination shall become effective immediately at the conclusion of such notice period unless DFCI shall have cured any such breach or default prior to the expiration of such ninety (90) day period. 7.5 Upon any material breach or default of this AGREEMENT by Yissum Repligen, other than those delineated in Sections 7.2 and 7.3 which shall always take precedence in that order over any material breach or default referred to correct such defaultin this Section 7.5, providedDFCI shall have the right to terminate this AGREEMENT and the rights, however, that if the breach is not capable of being cured within privileges and license hereunder granted upon ninety (90) days written notice to Repligen. Such termination shall become effective immediately at the conclusion of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure notice period unless Repligen shall have cured any such breach as promptly as practicable. In any event, if a curable breach has not been cured within or default prior to the expiration of the ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementday period. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 7.6 Upon termination of this Agreement AGREEMENT for any reason, nothing herein shall be construed to release either Party party from any obligation that matured prior to the effective date of such termination; . Repligen and Articles 1any Sublicensee thereof may, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any after the effective date of such termination. 10.6 No termination , sell all Licensed Products which are in inventory at the time of this Agreement shall constitute a termination or a waiver termination, and complete the production of any rights and sell Licensed Products which Repligen can clearly demonstrate were in the process of either Party against the other Party accruing manufacture at or prior to the time of such termination, provided that Repligen shall pay to DFCI the royalties thereon as required by Article IV of this AGREEMENT and shall submit the reports required by Article V hereof on the sales of Licensed Products. 10.7 Company 7.7 Upon termination of this AGREEMENT for any reason, any sublicense not then in default shall have continue in full force and effect except that DFCI shall be substituted in place of the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of terminationsublicensor.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the (a) The term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, commence on the eleventh anniversary Effective Date first stated above and shall remain in effect until terminated in accordance with the terms stated below or as otherwise provided for in this Agreement. (b) MSI may suspend or terminate this Agreement for its convenience and without cause upon fourteen (14) days written notice to Supplier, and upon receipt of notice, Supplier and its Representatives shall, in addition to complying with the First Commercial Sale requirements of such notice, immediately: (i) stop production and delivery of all Goods/Services; (ii) accept no orders for Goods/Services; and (iii) protect all Goods/Services under Supplier’s control in such country, thereafter the License in such country shall expire, provided in each case that Company which MSI may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 full or partial interest. In the event of a material default or failure by Company suspension, Supplier shall not resume until the suspension terminates as set forth in MSI’s notice. For a terminated Purchase Order(s), Supplier will provide MSI with written evidence of any costs, if any, Supplier incurred resulting from the termination for convenience within thirty (30) days from the effective date of termination. If the Parties are unable to perform any agree on the compensation for such termination, Supplier shall be paid a reasonable termination charge consisting of a percentage of the termsPurchase Order(s) price reflecting the percentage of work performed prior to the notice of termination plus the actual direct costs resulting from termination, covenants or provisions of with such total amount not to exceed the Purchase Order price. (c) Supplier may terminate this Agreement, Company shall have ninety Agreement for its convenience and without cause by providing MSI written notice one-hundred twenty (90120) days after the giving in advance of termination. (d) MSI may terminate this Agreement or any Purchase Order or Work Schedule upon fourteen (14) days prior written notice to Supplier in the event Supplier commits a material breach of such default by Yissum to correct such defaultany obligation hereunder or of any Purchase Order, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable which material breach has not been cured within ninety fourteen (9014) calendar days after receipt of notice of such breach. If Supplier fails to cure the breach within the fourteen (14) day notice period, then the Agreement or any Purchase Order may be terminated at MSI’s discretion upon further written notice to Supplier. If Supplier cures the breach, then upon a second breach of the same obligation by Supplier, MSI may immediately terminate this Agreement upon written notice to Supplier. (e) Supplier may terminate this Agreement or any Purchase Order or Work Schedule upon thirty (30) days prior written notice to MSI in the even MSI commits a material breach of any obligation hereunder or of any Purchase Order, which material breach has not been cured within thirty (30) calendar days after receipt of notice requesting cureof such breach. If MSI fails to cure the breach within the thirty (30) day notice period, Yissum shall have then the rightAgreement and any Purchase Order may be terminated at Supplier’s discretion upon further written notice to MSI. If MSI cures the breach, then upon a second breach of the same obligation by MSI, Supplier may immediately terminate this Agreement upon written notice to MSI. (f) MSI may terminate this Agreement, including any Purchase Order or Work Schedule immediately upon written notice to Supplier in the event that Supplier becomes insolvent or voluntarily commences any proceeding or files any petition under bankruptcy law, ceases business as a going concern, becomes unable to pay its debts generally as they become due, makes an assignment for the benefit of creditors or other relief of debtors, or seeks reorganization or the appointment of a receiver, trustee, custodian, conservator or liquidator for itself, or an involuntary bankruptcy proceeding or petition is filed against Supplier under any bankruptcy law. (g) MSI may terminate this Agreement, including any Purchase Order or Work Schedule immediately upon written notice to Supplier if Supplier sells, assigns, delegates or transfers any of its rights or obligations under this Agreement without first having obtained the written consent of MSI. (h) MSI may terminate this Agreement, including any Purchase Order or Work Schedule immediately upon written notice to Supplier if there is a change of control of Supplier. For purposes of this Agreement, a change of control of Supplier means a sale through one or more transactions of substantially all assets of Supplier or the sale through one or more transactions of more than fifty (50%) of the voting stock of Supplier. (i) MSI may terminate this Agreement, including any Purchase Order or Work Schedule immediately upon written notice to Supplier if Supplier has a material adverse change in its financial condition as determined by MSI. (j) In the event Supplier terminates this Agreement without cause, or in the event Supplier is in default or otherwise fails to timely comply with any provision of this Agreement, MSI may, at its option, but, if applicable only after expiration of the fourteen (14) day cure period set forth above, take over and complete one or more tasks as set forth in a Purchase Order or Work Schedule, by whatever method MSI deems expedient, including hiring of other persons or entities under such form of contract as MSI may be deemed advisable, to terminate perform the tasks or any portion thereof, instead of, or in conjunction with Supplier. In such event, Supplier shall not be entitled to receive any further payment under this Agreement until such tasks are completed, and all expenses in excess of those contemplated in a Purchase Order or Work Schedule hereof incurred by MSI, directly or indirectly, to complete such tasks may be set off against any future monies to be paid to Supplier. (k) The exercise of, or failure to exercise, any right given to MSI under subsection (j) above shall not excuse Supplier from responsibility for compliance with the provisions of this Agreement. 10.3 Yissum , nor prejudice any other rights or remedies available to MSI. Supplier shall have continue the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination performance of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology extent not terminated or taken over under the provisions of this section as stated above. (including Research Resultsl) shall revert to Yissum and Company may make Unless Supplier is in breach of this Agreement at the time of termination, no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company relieve MSI from its obligation to carry out pay any financial undisputed monies accrued, due or other obligation which it was liable to perform prior payable up to the Agreement’s expiration or date of such termination, including . MSI shall retain any and every vested rights that exist on the payment effective date of Royalties and Sub-License Revenuestermination. 10.5 (m) Upon termination of this Agreement for any reason, nothing herein Supplier shall immediately cease all use of the Confidential Information and shall deliver to MSI all items containing, embodying, relating to or comprising Confidential Information, as well as any other documents, assets or things belonging to MSI that may be construed to release either Party from in Supplier’s possession. Supplier shall not take or retain any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such terminationcopies thereof. 10.6 No (n) Neither the expiration nor the termination of this Agreement shall constitute a termination or a waiver of affect any rights of either any Party against the other Party accruing at or which shall have accrued prior to the time date of such termination. 10.7 Company shall have expiration or termination and in the right to terminate event of the termination of this Agreement at by a Party because of a breach by the other Party, the terminating Party shall retain its remedy for breach of the entire Agreement or any time on three (3) months advance notice unperformed portion of this Agreement. The terms of this Agreement which by their meaning and context are intended to Yissumsurvive the termination or expiration of this Agreement shall so survive and in particular, it is expressly agreed by the Parties that the obligations regarding warranty, indemnity and upon payment confidentiality shall survive the termination of all amounts due to Yissum through the effective date of terminationthis Agreement.

Term and Termination. 10.1 Unless 6.1 This Agreement and the license granted under hereby shall be effective as of the Effective Date and unless terminated earlier terminated, as hereinafter provided, the term of in accordance with this Agreement Article 6 shall expire continue in force on a country-by-country by country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on until the eleventh anniversary last to expire of the First Commercial Sale Patent Rights in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patent. 10.2 In the event of a 6.2 If GHI fails to timely satisfy its payment obligations under this Agreement, or is otherwise in material default or failure by Company to perform any of the terms, covenants or provisions breach of this Agreement, Company shall have ninety (90) days after the giving of written notice of and such default by Yissum to correct such default, provided, however, that if the failure or breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after written notice requesting curefrom Incyte specifying the breach, Yissum then Incyte shall have the right, at right in its option, sole discretion to terminate this AgreementAgreement upon written notice to GHI (without prejudice to any other right or remedy Incyte may have), provided that such ninety (90) day notice specifies the nature of the breach; and provided further that GHI may avoid such termination if before the end of such ninety (90) day period GHI notifies Incyte in writing that such breach or default has been cured and states the manner of such cure. 10.3 Yissum 6.3 On a patent-by-patent basis, GHI shall have the rightright to terminate this Agreement with respect to any patent(s) within the Patent Rights for any reason effective immediately; provided, at its optionif GHI terminates this Agreement with respect to a particular patent, all rights granted to GHI with respect to such patent shall immediately terminate. GHI shall also have the right to terminate this Agreement in its entirety for any reason, effective immediately. If GHI terminates the event that Company shall become involved Agreement in insolvencyit entirety under this Article 6.3, bankruptcy, liquidation, winding-up or receivership proceedings. Company then all rights granted to GHI shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up terminate; however all royalty obligations incurred by GHI prior to expiration or receivership proceedings or the placing of an attachment on its assets.termination shall survive such termination 10.4 In the event of 6.4 No termination of this Agreement Agreement, other than a termination by GHI for Incyte’s material breach, shall in any reason whatsoeverway affect the licenses granted to Incyte under Section 2.8 or GHI’s obligations pursuant to Article 3 to pay any amounts accrued prior to such termination of this Agreement. Furthermore, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company in any way affect either party’s obligations under Article 7 with respect to any claims that arise from its obligation to carry out any financial acts or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment omissions of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation such party that matured occurred prior to the effective date of such termination; . In the event this Agreement is terminated by GHI due to Incyte’s material breach, the licenses and Articles 1rights granted by GHI to Incyte under Sections 2.8 shall terminate concurrently. 6.5 In the event Incyte materially breaches, 5the right and license granted by GHI to Incyte pursuant to Section 2.8, 7and such breach shall have continued for ninety (90) days after written notice thereof was provide by GHI to Incyte, 8, 9, 10, 11, 12 GHI shall be entitiled to terminate such rights and 13 licenses. Any termination shall survive become effective at the end of such ninety (90) day period unless Incyte (or any other party on its behalf) has cured any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or breach prior to the time expiration of such terminationthe ninety (90) day period. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the (a) The term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, begins on the eleventh anniversary of the First Commercial Sale in such countryEffective Date and terminates on September 29, thereafter the License in such country shall expire2000, unless sooner terminated as provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentbelow. 10.2 In the event of a material default (b) Performance under this Agreement may be terminated by EntreMed at any time with or failure without cause, and by Company to perform any of the termsHospital without cause, covenants or provisions of this Agreement, Company shall have ninety upon one (901) days after the giving of year prior written notice of such default by Yissum to correct such default, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicableother party. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate If Hospital terminates this Agreement under this Article 11(b), all options and rights to Inventions and patent rights granted in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License to EntreMed shall terminate remain in effect under Article 7 and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured licenses granted prior to the effective date of such termination; termination shall remain in effect subject to the terms of the applicable license agreement entered into between EntreMed and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 Hospital. EntreMed shall survive any such terminationcontinue to fund the Program for the shorter of either one year following notice of termination or the remainder of the term set forth in Article 11(a). 10.6 No (c) In the event of termination by EntreMed under Article 11(b), all options and rights to Inventions and patent rights granted in Article 7 shall immediately terminate this Agreement and coincidentally with EntreMed's notice of termination. Any license agreement granted to EntreMed under Article 7 prior to such notice of termination, shall survive, subject to the terms of said license agreement. (d) In the event of EntreMed's material breach of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior Agreement, including without limitation, failure to the time of such termination. 10.7 Company meet its payment obligation under Article 4, Hospital shall have the right to give notice of breach, and EntreMed shall have thirty (30) days to cure. If EntreMed shall not cure such breach within the thirty-day period, Hospital shall have the right to immediately terminate this Agreement at and all options and rights to Inventions and patent rights granted in Article 7 and/or all license and other rights granted in any time on three (3) months advance license agreements executed prior to the date of notice of termination of Article 7 rights under this Agreement or the 1993 Agreement, such notice to Yissumbe given in writing to EntreMed. (e) In the event of termination by Hospital under Article 11(b), and upon payment sending its notice of termination, Hospital agrees to promptly take all amounts due responsible steps to Yissum through reduce the costs to EntreMed, and Hospital shall return at termination any unexpended funds to EntreMed less any non-refundable costs including non-cancelable obligations Hospital has incurred in the performance of the Program prior to the date of notice of such termination. In no event shall such deduction exceed the total support specified in Article 4. (f) In the event of termination under Article 3 and upon the terminating party sending its notice of termination, Hospital agrees to promptly take all responsible steps to reduce the costs to EntreMed, and Hospital shall return at termination any unexpended funds to EntreMed less any non-refundable costs including, but not limited to non-cancelable obligations Hospital has incurred in the performance of the Program prior to the date of notice of such termination. In no event shall such deduction exceed the total support specified in Article 4. EntreMed agrees to fund salaries of essential personnel for a period of nine months from notice of termination. All options and rights to Inventions and patent rights granted in Article 7 to EntreMed shall remain in effect and all licenses granted prior to the effective date of terminationtermination shall remain in effect subject to the terms of the applicable license agreement entered into between EntreMed and Hospital. (g) The following provisions shall survive any expiration or termination of this Agreement: 4 (a) as to the Option, 5(a), 7(a), 8, 11(b), 11(c), 11(f), 11(g), 12(a), 15 (except (b) and (g) and 16.

Term and Termination. 10.1 4.1 Unless earlier terminated, as hereinafter providedterminated pursuant to this Section 4, the term of this Agreement shall expire on a country-by-country basis at such time when no Valid Claim existscontinue until the earlier of (i) three (3) years, or if no Patent was issued in a country, on (ii) the eleventh anniversary completion of the First Commercial Sale Services performed in such country, thereafter connection with the License in such country shall expire, provided in each case that Company may extend the term scope of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3. In countires where a Patent was registeredAgreement, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that Patentas adjusted. 10.2 In 4.2 This Agreement may be terminated by either party, upon immediate prior notice, if any of the event following conditions occur: (A) If the authorization and approval to perform the Study in the United States is withdrawn by Inspire or the FDA; (B) If the emergence of any adverse reaction or side effect with the Product administered or the ORA device employed in the Services is of such magnitude or incidence in the opinion of Inspire to support termination; (C) If a party is in breach of a material default or failure by Company to perform any of the terms, covenants or provisions term of this AgreementAgreement and, Company shall have ninety (90) days after the giving upon receipt of written notice of such default by Yissum to correct such defaultbreach from the other party, provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions fails to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety thirty (9030) days after said written notice requesting cureof breach; or (D) If results from a Study do not support continuing with the development of the Product, Yissum shall have the right, at its option, to terminate this Agreementas determined in Inspire’s sole discretion. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s expiration or termination, including the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company 4.3 Inspire shall have the right to terminate this Agreement if any of the following conditions occur: (A) For any reason upon thirty (30) days prior written notice; or (B) Immediately upon written notice if the Start-Up Time (as defined in Exhibit A) exceeds [c.i.]. 4.4 Immediately upon receipt of a notice of termination for the Services by either party, all Investigators shall stop enrolling Study subjects into the current Study and shall cease conducting procedures on Study subjects already enrolled in the Study, to the extent medically permissible. 4.5 In the event of termination during the development due to Section 4.2, Section 4.3(B) or Section 8, neither party will be penalized for terminating, but Inspire will pay ORA for the Services provided by ORA for all clinical work approved and in progress at the time of termination and any time on three (3pre-approved costs involved in winding down the Study(ies) months advance notice including non-cancellable contracted obligations to Yissumwhich ORA is bound and which cannot be used with another client of ORA. 4.6 If Inspire terminates this Agreement for any reason other than according to Section 4.2 or Section 4.3(B), either during a Study or within [c.i.] of starting a Study, where a Study plan and schedule has been agreed upon between the parties, Inspire shall pay to ORA the total charge for that Study in full. Note: Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and submitted separately to the Securities and Exchange Commission 4.7 Sections 1.1, 1.3, 1.4, 1.6, 1.7, 1.8, and upon payment 1.9 and ▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇, ▇▇, ▇▇, 12, 13, 14, 15, 16, 17 and 18 shall survive expiration or termination of all amounts due this Agreement. In addition, unless otherwise expressly set forth herein, no expiration or termination of this Agreement shall have any affect on any other obligation or representation and warranty under this Agreement arising prior to Yissum through the effective date of such expiration or termination.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the 7.1 The term of this Agreement shall expire AGREEMENT is from the EFFECTIVE DATE and continues on a country-by-country basis at such time when no Valid Claim exists, or if no Patent was issued in a country, on the eleventh anniversary of the First Commercial Sale in such country, thereafter the License in such country shall expire, provided in each case that Company may extend the term of the Agreement on a countryand product-by-country product basis for: a. LICENSED PRODUCTS to the full end of the term or terms for additional period which PATENT RIGHTS have not expired; and b. IDENTIFIED PRODUCTS until [*#*]. 7.2 Any time after [*#*] from the, EFFECTIVE DATE, BOARD and UT SOUTHWESTERN have the right to terminate this license in any national political jurisdiction if LICENSEE, within 90 days after receiving written notice from UT SOUTHWESTERN of one year each by continuing the intended termination, fails to pay provide written evidence satisfactory to UT SOUTHWESTERN that LICENSEE or its sublicensee(s) has commercialized or is actively attempting to commercialize a licensed invention in such jurisdiction(s). The following definitions apply to Article 7: (1) "commercialize" means [*#*]; (2) "attempting to commercialize" means [*#*]. Such commercialization plans are to be treated as LICENSEE'S Confidential Information and therefore subject to the consideration obligations set forth in section 3. In countires where a Patent was registered, after the expiration of Patent, Company shall have a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation to that PatentArticle 13. 10.2 In 7.3 This AGREEMENT will earlier terminate: a. automatically if LICENSEE becomes bankrupt or insolvent and/or if the event business of LICENSEE is placed in the hands of a material default receiver, assignee, or failure trustee, whether by Company to perform any voluntary act of the terms, covenants LICENSEE or provisions of this Agreement, Company shall have ninety (90) otherwise; or b. upon 60 days after the giving of written notice of such default by Yissum to correct such default, provided, however, that from BOARD if the breach is not capable of being cured within ninety (90) days of such written notice, the Agreement may not be terminated so long as Company commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. In any event, if a curable breach has not been cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreement. 10.3 Yissum shall have the right, at its option, to terminate this Agreement in the event that Company shall become involved in insolvency, bankruptcy, liquidation, winding-up LICENSEE breaches or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment defaults on its assets. 10.4 In the event of termination of this Agreement for any reason whatsoever, the License shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereof. Notwithstanding the aforesaid, the expiration or termination of this Agreement shall not release Company from its obligation to carry out make payments (if any financial are due) or reports, in accordance with the terms *#* CONFIDENTIAL TREATMENT REQUESTED of Article 5 hereunder, unless, before the end of the 60 day period, LICENSEE has cured the breach or default and so notifies BOARD, stating the manner of the cure; or c. upon 90 days written notice if LICENSEE breaches or defaults on any other obligation under this AGREEMENT, unless, before the end of the 90 day period, LICENSEE has cured the breach or default and so notifies BOARD, stating the manner of the cure; or d. at any time by mutual written agreement between LICENSEE, UT SOUTHWESTERN and BOARD, upon 30 days written notice to all parties and subject to any terms herein which it was liable to perform prior to survive termination; or e. under the Agreement’s expiration or termination, including the payment provisions of Royalties and Sub-License RevenuesSection 7.2 if invoked. 10.5 Upon termination of 7.4 If this Agreement AGREEMENT is terminated for any reason, cause: a. nothing herein shall will be construed to release either Party from party of any obligation that matured prior to the effective date of such the termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination.; 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through b. after the effective date of the termination, LICENSEE will provide BOARD with a written inventory of all LICENSED PRODUCTS and/or IDENTIFIED PRODUCTS in process of manufacture, in use or in stock. LICENSEE may SELL any such LICENSED PRODUCTS and/or IDENTIFIED PRODUCTS [*#*] c. LICENSEE will be bound by the provisions of Articles 11 (Indemnification), 12 (Use of Name), and 13 (Confidential Information) of this AGREEMENT.

Term and Termination. 10.1 Unless earlier terminated, as hereinafter provided, the (a) The term of this Agreement (the "Term") shall expire commence on a country-by-country basis at such time when no Valid Claim existsJanuary 1st, or if no Patent was issued in a country2013, on and shall continue for two (2) years (the eleventh anniversary of the First Commercial Sale in such country"Initial Term"), thereafter the License in such country shall expire, unless earlier terminated as provided in each case that Company may extend the term of the Agreement on a country-by-country basis for additional period of one year each by continuing to pay the consideration set forth in section 3below. In countires where a Patent was registered, after Upon the expiration of Patentthe Initial Term, Company shall have this Agreement will automatically renew for additional consecutive terms of two (2) years each (each, a perpetual, worldwide, royalty-free, fully paid-up and sublicenseable License in relation "Renewal Term") unless either party hereto gives written notice to that Patent. 10.2 In the event of a material default or failure by Company to perform any of the terms, covenants or provisions of this Agreement, Company shall have other at least ninety (90) days prior to the end of the Initial Term or the then current Renewal Term, in which case this Agreement shall terminate at the end of the Initial Term or such then current Renewal Term. Notwithstanding any other provision of this Agreement, this Agreement may be terminated as follows: (i) By Lincolnway in the event of a breach of any of the terms hereof by Eco, by written notice specifying the breach, which notice shall be effective fifteen (15) days after it is given to Eco unless Eco cures the breach within such 15-day period, except for a breach of Section 4(a) for which notice shall not be required and Eco shall only have five (5) days to cure; provided, however, that this Agreement may be terminated by Lincolnway, effective upon the giving of written notice to Eco, and without any opportunity for cure by Eco, if Lincolnway has provided Eco with bona fide written notices pursuant to this subparagraph (i), or if Eco has breached Section 4(a), on at least three or more prior occasions during the Initial Term or the Renewal Term then in effect, and regardless of whether such default prior breaches were cured by Yissum Eco. (i) By Eco in the event of a breach of any of the terms hereof by Lincolnway, by written notice specifying the breach, which notice shall be effective fifteen (15) days after it is given to correct Lincolnway unless Lincolnway cures the breach within such default, fifteen (15) day period; provided, however, that if the breach is not capable of being cured within ninety (90) days of such written notice, the this Agreement may not be terminated so long as Company commences by Eco, effective upon the giving of written notice to Lincolnway, and is taking commercially reasonable actions to without any opportunity for cure such breach as promptly as practicable. In any eventby Lincolnway, if a curable breach Eco has not been provided Lincolnway with bona fide written notices pursuant to this subparagraph (ii) on at least three or more prior occasions during the Initial Term or the Renewal Term then in effect, and regardless of whether such prior breaches were cured within ninety (90) days after notice requesting cure, Yissum shall have the right, at its option, to terminate this Agreementby Lincolnway. 10.3 Yissum shall have (i) By the right, at its option, to terminate this Agreement mutual consent of both parties on such terms as the parties may agree. (ii) By either party immediately in the event that Company shall become involved the other party is in insolvencya state of bankruptcy. For purposes hereof, bankruptcya party is in a state of bankruptcy in the event a voluntary or involuntary proceeding is commenced with respect to such party under any applicable bankruptcy laws of any jurisdiction to which such party is subject, or otherwise for arrangement, reorganization, dissolution, liquidation, winding-settlement of claims or winding up of affairs, and, if involuntary, such proceeding is consented to by such party or receivership proceedings. Company shall immediately notify Yissum upon commencement of any bankruptcy, insolvency, liquidation, winding-up or receivership proceedings or the placing of an attachment on its assetsremains undismissed for more than sixty (60) days. 10.4 In (iii) By written notice pursuant to the event terms of Sections 29(b) or 30. ___________________________________ *Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. (b) Eco and Lincolnway shall be and remain responsible following the termination of this Agreement for any reason whatsoeverpurchasing and selling, in accordance with the terms of this Agreement, the License ethanol which is the subject of any unfilled Accepted Purchase Orders, and this Agreement shall terminate and all rights to the Licensed Technology (including Research Results) shall revert to Yissum and Company may make no further use thereofcontinue for that limited purpose. Notwithstanding the aforesaidforegoing, however, if this Agreement was terminated by Lincolnway by reason of a breach of this Agreement by Eco, then Lincolnway may, in its sole discretion, require full payment for all ethanol that will be picked up by Eco after the expiration or effective date of the termination of this Agreement. (c) The termination of this Agreement pursuant to the terms hereof shall not act as a waiver or release Company from its obligation to carry out of any financial rights or other obligation which it was liable to perform remedies available at law, in equity or otherwise that may have accrued prior to the Agreement’s expiration or such termination, including nor shall the payment of Royalties and Sub-License Revenues. 10.5 Upon termination of this Agreement for affect any reason, nothing herein shall be construed to release either Party from any obligation of the terms of this Agreement that matured prior to contemplate performance or continuing obligations beyond or following the effective date of such termination; and Articles 1, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination. 10.6 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against Agreement, including the other Party accruing at or prior to the time of such terminationobligations of, as applicable, Eco and/or Lincolnway under Sections 20 and 26. 10.7 Company shall have the right to terminate this Agreement at any time on three (3) months advance notice to Yissum, and upon payment of all amounts due to Yissum through the effective date of termination.