AMENDMENT 1 TO MASTER RESEARCH COLLABORATION AGREEMENT

The Parties entered into a Master Research Collaboration Agreement with an effective date of 4 December 2020 (“Agreement”);

The Parties have agreed to extend the Term as defined in the Agreement; and

The Parties wish to add additional projects to the Agreement.

Amendment to the Agreement

at both Clause 3.2 and Clause 4.1 of the Agreement after the wording “Schedule B” shall be added the wording “and Schedule Bb”;

An additional schedule entitled “Schedule Bb shall be added to the Agreement after Schedule B in the terms of Annexure 1 annexed and signed as relative hereto;

after Clause 3.10 of the Agreement the following additional paragraphs shall be added:

an additional appendix entitled “Appendix D” shall be added to the Agreement after Appendix C in the terms of Annexure 2 annexed and signed as relative hereto;

at Clause 10.1 of the Agreement the wording “forty (40)” shall be deleted and replaced with “seventy-three (73)”;

at Schedule C of the Agreement:

after the heading “Financial Contribution” shall be added the wording “for the First 36 Months”;

the heading “Duration of the project 36 months” shall be deleted; and

The final bullet point shall be amended to read “Payment of ten percent (10%) of the cost of the project ($379,054.27) will be due thirty-six (36) months after the Effective Date of the Agreement and will be payable within thirty (30) days of receipt of an invoice from the University.”

An additional schedule entitled “Schedule Cb” shall be added to the Agreement after Schedule C in the terms of Annexure 3 annexed and signed as relative hereto;

Where reference is made to ‘Schedule C’ in the Agreement at (i) the definition of Financial Contribution; and (ii) four references at Clause 4.1, shall be added after each reference to “Schedule C” the wording “and Schedule Cb”.

After Clause 5.11 of the Agreement the following additional paragraph shall be added:

At Clause 5.18 of the Agreement at the end of the paragraph the following wording shall be added:

Miscellaneous.

This Amendment 1 is effective from 1 January 2024.

All capitalised terms used in this Amendment 1 but not defined herein shall have the respective meanings given to such terms in the Agreement, unless otherwise indicated.

All provisions of the Agreement altered by this Amendment 1 shall only be altered as far as expressly stated in this Amendment 1. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the provisions of the Agreement and this Amendment 1, the provisions of this Amendment 1 shall in respect of the matters set out in this Amendment 1 prevail.

The Agreement, as amended by this Amendment 1 constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous representations, agreements, understandings and negotiations with respect thereto.

This Amendment 1 may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute a single agreement binding on the Parties and (b) will be considered executed by a Party when the signature of such Party is delivered physically or sent by email to the other Party, as appropriate. The Parties agree that any signature delivered by email shall have the same force and effect as an original signature.

This Amendment 1 and any disputes or claims arising out of or in connection with it or its subject matter or its formation (including non-contractual disputes or claims) are governed by and construed in accordance with English law. The Parties irrevocably agree that the Scottish Courts have the exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or its formations (including non-contractual disputes or claims).

FOR AND ON BEHALF OF THE UNIVERSITY

COURT OF THE UNIVERSITY OF EDINBURGH

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